Item 5 – Fees and Compensation
A. Fee Schedule
The fees and compensation payable to Octahedron are non-negotiable and vary among its Funds.
However, the range of compensation is generally as follows:
The Master Fund, Onshore Fund, and Offshore Fund (collectively, the “Master Fund Structure”).
The Firm charges the investors of Onshore Fund and Offshore Fund a quarterly management fee (the
“Management Fee”). Additionally, affiliates of the Firm will be entitled to an annual Incentive
Allocation. As of January 1, 2025, the Management Fee is 1.5%, and the Incentive Allocation is
20% for all new investors. The Management Fee and Incentive Allocation for investments made
prior to January 1, 2025 varied based on the share class that an investor chose to invest in. Fees are
generally non-negotiable. Additional information about the Management Fees and Incentive
Allocations is available in the Funds’ Constituent Documents.
The Long Only Master Fund, Long Only Onshore Fund, and Long Only Offshore Fund (collectively,
the “Long Only Master Fund Structure”).
The Firm charges the investors of Long Only Onshore Fund and Long Only Offshore Fund a
Management Fee. Additionally, affiliates of the Firm will be entitled to an Incentive Allocation. Fees
are generally non-negotiable. Additional information about the Management Fees and Incentive
Allocations is available in the Funds’ Constituent Documents. As of January 1, 2026, the
Management Fee is 1% and the Incentive Allocation is 15% (subject to a 5% hurdle with full catch-
up at 10%).
Octahedron I - With respect to Octahedron I, the Firm charges a management fee, payable in
advance, equal to one quarter of one-percent (0.25%) per quarter (1.0% on an annualized basis) of
the sum of the then-current Net Asset Value of Octahedron I, determined as of the beginning of each
quarterly period.
The Firm charges Octahedron I performance fees in accordance with CCR section 260.234. After
Octahedron I’s Limited Partners receive cumulative aggregate distributions equal to one hundred
percent (100%) of the amount of such Limited Partners’ Capital Contribution, ninety percent (90%)
of such remaining tentatively appointed amount shall be distributed to such Limited Partners and ten
percent (10%) shall be distributed to the Firm or its affiliates.
Fees are generally non-negotiable.
Octahedron II - The Firm does not charge Octahedron II a management fee.
The Firm charges Octahedron II performance fees in accordance with CCR section 260.234. After
Octahedron II’s Limited Partners receive cumulative aggregate distributions equal to one hundred
percent (100%) of the amount of such Limited Partners’ Capital Contribution, ninety percent (90%)
of such remaining tentatively appointed amount shall be distributed to such Limited Partners and ten
percent (10%) shall be distributed to the Firm or its affiliates.
Fees are generally non-negotiable.
Octahedron III, Octahedron IV, and Octahedron VII. The Firm does not charge a
management fee to these Funds.
The Firm charges performance fees in accordance with CCR section 260.234. After Octahedron III’s
Limited Partners receive cumulative aggregate distributions equal to one hundred percent (100%) of
the amount of such Limited Partners’ Capital Contribution, eighty percent (80%) of such remaining
tentatively appointed amount shall be distributed to such Limited Partner and twenty percent (20%)
(“Remaining Distributable Proceeds”) shall be distributed to the Firm or its affiliates. However, if
upon the final liquidating distribution, the Limited Partners have not received an amount equal to at
least two hundred percent (200%) of such Limited Partners’ Capital Contribution, Limited Partners
shall be entitled to Claw Back any excess amounts distributed to the Firm or its affiliates as if the
Firm or its affiliates would have only been entitled to Remaining Distributable Proceeds of ten
percent (10%).
Fees are generally non-negotiable.
Octahedron V, Octahedron VI-Series 1, and Octahedron VI-Series 2
The Firm does not charge Octahedron V, Octahedron VI-Series 1, nor Octahedron VI-Series 2. The
Firm charges Octahedron V, Octahedron VI-Series 1, and Octahedron VI-Series 2, performance fees
in accordance with CCR section 260.234. After Octahedron V’s Limited Partners receive cumulative
aggregate distributions equal to one hundred percent (100%) of the amount of such Limited Partners’
Capital Contribution, eighty percent (80%) of such remaining tentatively appointed amount shall be
distributed to such Limited Partner and twenty percent (20%) shall be distributed to the Firm or its
affiliates.
Octahedron VIII - With respect to Octahedron VIII, the Firm charges a management fee, payable in
advance, equal to one-half of one-percent (0.50%) per year of the sum of the then-current Net Asset
Value of Octahedron VIII, determined as of the beginning of each quarterly period to first-time
limited partners of Octahedron Funds.
Octahedron Data Intelligence
The Firm does not charge Octahedron Data Intelligence limited partners a management fee. The
Firm charges a performance fees in accordance with CCR section 260.234. The Incentive Allocation
is 20% of the positive adjusted-net appreciation, if any, allocated or allocable to each Capital Account
will instead be allocated to the General Partner’s Capital Account.
Fees are generally non-negotiable.
A. Payment of Fees
Management fees, performance fees, and third-party fees (discussed below) are deducted from a
Fund’s assets. Any management fees that are paid in advance are withdrawn at the beginning of the
quarter.
B. Third-Party Fees
Each Fund shall bear all of its (a) organizational and offering costs and expenses associated with all
investments and transactions considered, evaluated and/or consummated by the Fund, including,
without limitation, those expenses incurred before the initial closing of a Fund, including, without
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