Item 5: Fees and Compensation
The fees applicable to each of our Clients are set forth in detail in their respective Investment Material.
The extent to, and specific manner in, which our Clients are responsible for fees, performance-based
compensation and/or expenses are set forth in each Client’s applicable Investment Material. Such terms
for the Funds are summarized below.
In general, we deduct our management fees from the Funds quarterly in advance, with the exception of
the Dislocation Opportunities Fund, from which management fees are deducted quarterly in arrears. We
generally receive performance-based compensation from the Funds either on an annual basis in arrears
or upon withdrawals/redemptions by an Investor in a Fund. Management fees and performance-based
compensation are generally not refundable, including upon the termination of the advisory contract.
Management fees, performance-based compensation and/or expenses may be reduced or waived in
certain circumstances, including, without limitation, with respect to investments in the Funds by our
personnel and/or other related persons.
Expenses
The expenses applicable to each of our Clients are set forth in detail in their respective Investment
Material. Such terms for the Funds are summarized below.
Each Fund generally bears, or reimburses DSC Meridian for advancing, its own expenses, including,
without limitation, the following:
(i) expenses related to the research, execution and monitoring of actual and prospective
investments (whether or not consummated) and the consummation of investments, including,
without limitation, the following: fees and expenses related to obtaining fundamental and
Environmental, Social and Governance (“ESG”) related research, analytics, and market data;
fees and expenses relating to reorganizations, restructurings and workouts; broken deal
expenses; and other investment related due diligence expenses;
(ii) fees and expenses of proxy research and voting services and third-party professionals,
including, without limitation, consultants, experts, investment bankers, attorneys,
accountants, valuation service providers, tax preparers and other service providers, whether
in connection with matters related to an investment or prospective investment or operational
or other matters related to the Fund; and expenses relating to engagement with a portfolio
company or prospective portfolio company (including with respect to improving ESG
practices and/or disclosures);
DSC Meridian Capital LP Form ADV Part 2A Brochure
(iii) expenses related to the trading, execution and clearing of investments, including outsourced
trading provider fees; brokerage and prime brokerage fees, commissions and expenses
(including the costs of negotiating, documenting and/or amending trading, financing and
ISDA agreements with prime brokers and other counterparties); expenses relating to
borrowing securities to be sold short; clearing and settlement charges; custodial fees and
expenses; bank service fees; interest expenses and other borrowing costs; fees related to
financings or refinancings; and loan administration costs;
(iv) operational expenses of a Fund, including, without limitation, the following: fees and
expenses relating to information technology used to research investments, evaluate and
manage risk, facilitate valuations, facilitate accounting functions, and facilitate and manage
the execution of securities (e.g., Bloomberg terminals, portfolio management, order
management and data warehouse systems, costs of implementation and custom
development); fees and expenses of third-party risk management products; third-party
administrative fees and expenses, including of a Fund’s administrator and any middle and/or
back office service provider (and in connection with the provision of such services,
employees of such providers will regularly participate in meetings of DSC Meridian’s
personnel and in other internal processes relating to a Fund’s middle office and operational
functions); third-party audit and tax preparation expenses; and entity-level taxes;
(v) directors’ fees and fees and expenses associated with director and governance committee
meetings and general meetings of all investors in a Fund;
(vi) a Fund’s allocable share of insurance expenses, including, without limitation, premiums for
cybersecurity insurance, directors’ and officers’ liability insurance, errors and omission
insurance and ERISA fidelity bonds covering a Fund, its general partner, DSC Meridian and
our partners and employees;
(vii) fees and expenses related to compliance with applicable law and regulations in connection
with the activities of a Fund, including, without limitation, any governmental, regulatory,
licensing, filing, reporting or registration expenses, fees or taxes (e.g., the preparation and
filing of Form PF, Section 13 filings, Section 16 filings and other similar regulatory filings);
and any fees and expenses related to compliance with anti-money laundering laws and
regulations applicable to a Fund;
(viii) organizational and offering fees and expenses, including the preparation and amendment of
the Fund’s Offering Documents; fees and expenses of DSC Meridian incurred in connection
with “world sky” matters and private placement regimes in the United States, the European
Union or other jurisdictions where investors in a Fund may be located; blue sky fees and
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