Item 5: Fees and Compensation
The fees applicable to each of the Funds are set forth in detail in the corresponding Offering
Documents. A summary of such fees is provided below.
Management Fee
Decagon is paid an investment management fee (the “Management Fee”) per annum of the
net asset value of the Fund.
The Master Fund will pay to Decagon a fee for its services (i.e., the Management Fee) for each
month equal to a twelfth of the result of the Management Fee Rate multiplied by the net asset
value of each series of Shares as of the last day of the prior month (before taking into account
the estimated accrued Incentive Fee, if any) (or if a series of Shares was not in issue on such
date, the net asset value of such series at the initial issuance of such series). The portion of
the Management Fee applicable to a series of Shares will be charged to its corresponding
series of Master Fund Shares.
The Fee will be 1.5% per annum (payable in advance).
The Investment Manager, in its sole discretion, may waive or modify the Management Fee for
any investor.
Incentive Fee (Performance Fee)
The Fund will pay Decagon an amount (the “Incentive Fee” or “Performance Fee”) equal to
the result of the applicable Incentive Fee Rate multiplied by the amount by which the Adjusted
NAV of a series of Shares exceeds its Prior High NAV.
The Incentive Fee will be paid as of 31 December of each year and will also be paid with respect
to the relevant Shares on such other dates that there is a redemption of Shares, a transfer of
Shares resulting in a change in beneficial ownership, the termination of the Investment
Management Agreement and upon the winding-up of the Fund.
The Incentive Fee is 20% per annum.
The SMAs are charged separately negotiated fees for the investment management services
provided.
Other Types of Fees or Expenses
The Fund will bear its own expenses and its pro rata share of the Master Fund’s expenses and,
indirectly, any trading vehicle’s expenses, including the following: (i) the Management Fee;
(ii) the Incentive Fee; (iii) expenses related to the research, due diligence and monitoring of
actual and prospective Master Fund investments (whether or not consummated) and the
consummation of such investments, including the following: third-party investment sourcing
fees; fees and expenses related to obtaining research and market data (including Investment
Research, corporate access fees and any computer hardware and connectivity hardware (e.g.,
telephone and fibre optic lines)); due diligence expenses including consulting and appraisal
fees; investment-related travel expenses; brokerage, and prime brokerage and futures
commission merchant fees, commissions and expenses; expenses relating to short sales;
clearing and settlement charges; custodial fees and expenses; bank service fees; interest
expenses and fees related to financings or refinancings; fees and expenses of proxy research
and voting services; (iv) organisational and re-organisational expenses; and (v) operational
expenses, including the following: fees and expenses relating to information technology
hardware, software or other technology (including costs of software licensing,
implementation, data management and recovery services and custom development) used to
research investments, evaluate and manage risk, facilitate valuations, facilitate accounting
functions, facilitate compliance with the rules of any self-regulatory organisation or applicable
law (including reporting obligations), facilitate and manage the order execution of financial
instruments by the Master Fund or any trading vehicle or otherwise manage the Fund, the
Master Fund or any trading vehicle, such as Bloomberg terminals, portfolio management
systems, risk management systems and order management systems; fees and expenses of
third-party risk management products, models and services; third-party administrative fees
and expenses; [fees charged by the Investment Manager or its affiliates to provide
administration services to the Fund, the Master Fund or any trading vehicle, and expenses
incurred directly by the Fund, the Master Fund or any trading vehicle or the Investment
Manager or its affiliates in connection with the provision of administration services, including
out-of-pocket expenses (including travel, lodging and meal expenses), administrative
overhead (including expenses such as rent, utilities, supplies, secretarial expenses, stationery,
charges for furniture, fixtures and equipment, employee benefits including insurance, payroll
taxes and compensation of personnel); fees and expenses of third-party professionals,
including consultants, valuation service providers, attorneys and accountants; the costs of any
litigation or investigation involving activities of the Fund, the Master Fund or any trading
vehicle; third-party audit and tax preparation expenses; insurance expenses, including
premiums for cybersecurity insurance and liability insurance covering the Investment
Manager and the members, partners, directors, managers, shareholders, officers, employees
and agents of any of them and each member of the Board of Directors, the Master Fund Board
of Directors and the board of managers of the general partner of the Partnership Fund; fees
and expenses (including director registration fees) of the Fund’s, the Master Fund’s and any
trading vehicle’s directors and officers (including any AML Officers); costs of preparing and
distributing reports and notices; taxes; expenses incurred in connection with negotiating and
complying with provisions of any Other Agreement; fees and expenses related to compliance
with the rules of any self-regulatory organisation or applicable law in connection with the
activities of the Fund, the Master Fund or any trading vehicle, including any governmental,
regulatory, licensing, filing or registration fees or taxes (including fees and expenses incurred
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