Octogone NA LLC

Fees and Compensation - Item 5

 Generally, and pursuant to the contract, fees for the management of accounts will be based upon a percentage
 of the total assets in the account (including margined assets). Octogone typically receives an annual management
 fee, between .75% and 1.00% of the net asset value of the account. Octogone will enter into flat fee arrangements

Octogone NA, LLC
Form ADV Part 2A

 from time to time, typically for administrative services provided to clients or client accounts. Octogone’s overall
 advisory services and fee structure is outlined in the following chart:

                Total Assets Under Management                 Annual Fee
                $0 – $24,999,999                              1.00%
                Over $25,000,000                              0.75%

 Fees are paid quarterly, either in advance or in arrears based on the average of the month-end market value of
 the account on the last day of each month over the previous three months. For fee calculating purposes, a
 “quarter” or the term “quarterly” shall refer to a successive three-month period. The specific manner in which
 fees are charged by Octogone is established in each client’s written agreement with Octogone. Octogone’s fees
 are negotiable.

 In some cases, Octogone will charge a performance fee. Octogone structures performance fee arrangements
 subject to Section 205(a)(1) of the Adviser’s Act in accordance with the available exemptions thereunder,
 including the exemption set forth in Rule 205-3. Such performance fees would generally be between 5% and 20%.
 Performance fees are individually negotiated with each client and may be subject to a High Water Mark. Typically,
 the performance fee will be charged annually in arrears.

 The term “High Water Mark” shall mean that no performance fee will be paid for recoupment of losses. Thus, if
 the net asset value of the account (excluding the performance fee) at the end of a calculation period falls below
 the net asset value at the end of any previous calculation period, no performance fee will be owed to Octogone
 for the calculation period then ended. Octogone will only be entitled to a further performance fee once the net
 asset value of the account exceeds the highest net asset value of the account for all previous calculation periods.
 The High Water Mark is adjusted for contributions to and withdrawals from the account. Each client is provided
 with additional information on the fees payable by their account, including with respect to the High Water Mark,
 if any, in their advisory agreement.

 We either instruct the custodian holding the client’s account to deduct the fees directly from the account,
 provided the client has given written authorization or we directly invoice the client or the client’s representative
 and the client or the client’s representative authorizes the custodian to pay our fees via a wire transfer. The
 qualified custodian sends the client an account statement at least quarterly, which details all account activity.

 Billing on Cash Positions: The firm treats cash and cash equivalents as an asset class. Accordingly, unless
 otherwise agreed in writing, all cash and cash equivalent positions (e.g., money market funds, etc.) are included
 as part of assets under management for purposes of calculating the firm’s advisory fee. At any specific point in
 time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such
 anticipated market conditions/events will occur), the firm may maintain cash and/or cash equivalent positions for
 defensive, liquidity, or other purposes. While assets are maintained in cash or cash equivalents, such amounts
 could miss market advances and, depending upon current yields, at any point in time, the firm’s advisory fee could
 exceed the interest paid by the client’s cash or cash equivalent positions.

 Billing on Margin: Unless otherwise agreed in writing, the gross amount of assets in the client’s account, including
 margin balances, are included as part of assets under management for purposes of calculating the firm’s advisory
 fee. Clients should note that this practice will increase total assets under management used to calculate advisory
 fees which will in turn increase the amount of fees collected by our firm. This practice creates a conflict of interest
 in that our firm has an incentive to use margin in order to increase the amount of billable assets. At all times, the
 firm and its Associated Persons strive to uphold their fiduciary duty to clients. Clients are free to restrict the use
 of margin by our firm. However, clients should note that any restriction on the use of margin may negatively
 impact an account’s performance in a rising market.

Octogone NA, LLC
Form ADV Part 2A

 Periods of Portfolio Inactivity: The firm has a fiduciary duty to provide services consistent with the client’s best
 interest. As part of its investment advisory services, the firm will review client portfolios on an ongoing basis to
 determine if any changes are necessary based upon various factors, including but not limited to investment
 performance, fund manager tenure, style drift, account additions/withdrawals, the client’s financial
 circumstances, and changes in the client’s investment objectives. Based upon these and other factors, there may
 be extended periods of time when the firm determines that changes to a client’s portfolio are neither necessary
 nor prudent. Notwithstanding, unless otherwise agreed in writing, the firm’s annual investment advisory fee will
 continue to apply during these periods, and there can be no assurance that investment decisions made by the
 firm will be profitable or equal any specific performance level(s).

 Fund Management Fees
 Octogone Partners Fund LP pays Octogone an annual management fee of 1.50% of Fund assets, payable quarterly
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Types of Clients – Item 7

 Octogone provides asset and/or portfolio management services to high-net-worth individuals, corporations,
 pensions plans and institutions or other entities. The minimum dollar value for establishing and maintaining an

Octogone NA, LLC
Form ADV Part 2A

 advisory relationship is generally $1,000,000. Initial investments of a lesser amount may be accepted at
 Octogone’s discretion.

                   Methods of Analysis, Investment Strategies and Risk of Loss – Item 8

 We may use one or more of the following methods of analysis when providing investment advice to you:

      • Fundamental Analysis – involves analyzing individual companies and their industry groups, such as a
        company’s financial statements, details regarding the company’s product line, the experience and
        expertise of the company’s management, and the outlook for the company’s industry. The resulting data
        is used to measure the true value of the company’s stock compared to the current market value. The
        primary risk of fundamental analysis is that information obtained may be incorrect and the analysis may
        not provide an accurate estimate of earnings, which may be the basis for a stock’s value. If securities
        prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable
        performance.
      • Technical Analysis – technical analysis is a technique that relies on the assumption that current market
        data (such as charts of price, volume, and open interest) can help predict future market trends, at least
        in the short term. It assumes that market psychology influences trading and can predict when stocks will
        rise or fall. Technical trading models are mathematically driven based upon historical data and trends of
        domestic and foreign market trading activity, including various industry and sector trading statistics
        within such markets. Technical trading models, through mathematical algorithms, attempt to identify
        when markets are likely to increase or decrease and identify appropriate entry and exit points. The
        primary risk of technical trading models is that historical trends and past performance cannot predict
        future trends, and there is no assurance that the mathematical algorithms employed are designed
        properly, updated with new data, and can accurately predict future market, industry, and sector
        performance.
      • Cyclical Analysis – cyclical analysis is similar to technical analysis in that it involves the analysis of market
        conditions at a macro (entire market/economy) or micro (company specific) level, rather than the overall
        fundamental analysis of the health of the particular company. The primary risks with cyclical analysis are
        similar to those of technical analysis.
      • Charting Analysis – involves the gathering and processing of price and volume pattern information for a
        particular security, sector, broad index, or commodity. This price and volume pattern information is
        analyzed. The resulting pattern and correlation data is used to detect departures from expected
        performance and diversification and predict future price movements and trends. The primary risk of
        charting analysis is that it may not accurately detect anomalies or predict future price movements.
        Current prices of securities may reflect all information known about the security and day-to-day changes
        in market prices of securities may follow random patterns and may not be predictable with any reliable
        degree of accuracy.

 We may use one or more of the following investment strategies when advising you on investments:

      • Long-Term Purchases – securities purchased with the expectation that the value of those securities will
        grow over a relatively long period of time, generally greater than one year. Using a long-term purchase
        strategy generally assumes the financial markets will go up in the long-term which may not be the case.
        There is also the risk that the segment of the market that you are invested in or perhaps just your
        particular investment will go down over time even if the overall financial markets advance. Purchasing
        investments long-term may create an opportunity cost – “locking-up” assets that may be better utilized
        in the short-term in other investments.

Octogone NA, LLC
Form ADV Part 2A

      • Short-Term Purchases – securities purchased with the expectation that they will be sold within a relatively
        short period of time, generally less than one year, to take advantage of the securities’ short-term price
        fluctuations. Using a short-term purchase strategy generally assumes that we can predict how financial
        markets will perform in the short-term which may be very difficult and will incur a disproportionately
        higher amount of transaction costs compared to long-term trading. There are many factors that can
        affect financial market performance in the short-term (such as short-term interest rate changes, cyclical
        earnings announcements, etc.) but may have a smaller impact over longer periods of times.
      • Trading – trading involves purchasing securities with the idea of selling them relatively quickly. We may
        use this strategy to take advantage of our predictions of brief price swings. A trading strategy creates the
        potential for sudden losses if the anticipated price swing does not materialize, and could result in having
        a long-term investment in a security that was designed to be a short-term purchase, or the potential of
        a loss. We do not anticipate using a frequent trading strategy. However, in the event we recommend this
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