Delphia USA Inc

Item 5 - Fees and Compensation

 Fees are negotiable, and individual arrangements are based on Client specific factors, including, but not limited to,
 assets under management and the risk/return parameters of the investment. The Investment Adviser offers fee
 arrangements which vary by strategy and may involve management fees (generally a percentage of assets), annual
 performance based allocations (generally a percentage of profits), which is payable to an affiliate of the Investment
 Adviser, or some combination of the two. The details of the fees are calculated and payable in accordance with its
 applicable private placement memorandum or, in respect of an SMA, the account holder's investment management
 agreement. The basic fee schedule includes an annual fixed schedule of 2% of the applicable investor’s net asset
 value and/or an annual performance based allocation of 25% of net profits. The management fee is prorated for any
 subscription by an Investor that is effective other than as of the first day of a month or quarter, as applicable. The
 management fee is refunded on a pro rata basis for any redemption by an Investor that is effective other than as of
 the last day of a month or quarter, as applicable. The Investment Adviser, in its sole discretion, may waive, reduce or
 calculate the management fee or performance compensation differently with respect to certain investors, as
 described further below in this section. Additional operating expenses apply. Investors in certain Funds may be
 subject to initial “lock-up” periods and gates with respect to redemptions and incur redemption fees, in accordance
 with the provisions of the applicable fund documentation.

 The Investment Adviser’s compensation for its investment advisory services to an SMA is negotiable and is
 generally based on the market value (or notional value, when applicable) of an SMA at specified month/quarter
 ends. SMA accountholders will either be billed by the Investment Adviser for fees incurred, or fees will be deducted
 from the SMA directly.

 In addition to the fees referred to above, Funds and SMAs also incur custody, brokerage and other transaction fees.

 A Fund or Client may bear some or all of the following organizational and operating costs and expenses, without
 limitation: all costs and expenses incurred in connection with the Fund’s formation and the offering and sale of the
 Fund’s interests, including, but not limited to, legal and accounting fees and expenses, registration fees, filing fees
 and all costs and expenses incurred in connection with the preparation of offering and organizational documents,
 marketing and similar materials, and drafting and negotiating contracts with service providers at or prior to the
 formation of the Fund and prior to the initial closing of the Fund. More details are described in the Investment
 Adviser’s expense-related policies and procedures and/or the offering documents, organizational documents,
 investment management agreement of a particular Fund or Client.

 Each Fund will also bear its pro rata share of operating expenses, which include, without limitation:

     (a) organizational and offering expenses;

     (b) expenses associated with all investments and transactions considered, evaluated and/or consummated,
         including, without limitation, those expenses incurred before the initial closing of the Funds, including,
         without limitation, expenses associated with sourcing, negotiating, investigating, researching, financing and

ADV Part 2A–Firm Brochure                             March 31, 2023                       Page 6 of 25

        structuring of investments and potential investments, whether or not consummated, including, without
        limitation, data and research onboarding, ingestion, aggregation and analysis and third-party research, data,
        analytics, modeling, risk, structuring, pricing, execution and other third-party information systems;

    (c) the costs of research-related computer hardware and software expenses;

    (d) the costs of the Investment Manager’s portfolio management system and any other software used for
        accounting and/or monitoring of the portfolio, including, without limitation, subscriptions relating to,
        among other things, trading and order management systems and services;

    (e) expenses associated with holding, financing, monitoring, hedging, maintaining and disposing of all
        investments of the Funds and all transaction and other costs associated therewith;

    (f) travel and related expenses associated with investments and potential investments;

    (g) professional fees associated with investments and potential investments, including, without limitation,
        consulting, due diligence, accounting/financial, valuation, financial, legal and other advisory fees and
        expenses;

    (h) transaction fees, brokerage commissions, custodial fees, clearing and settlement charges and similar fees
        and expenses associated with the acquisition, disposition and settling of investments and potential
        investments;

    (i) expenses associated with legal and regulatory filings of the Funds;

    (j) registered office, administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting,
        advisory and similar fees and expenses associated with the Funds’ operations, investments and transactions,
        including, without limitation, including, without limitation, preparation of financial statements, tax returns
        and the fees and expenses of the auditor and fees and expenses of the Fund administrator and fees of any
        service provider engaged to verify the work of the Fund administrator or regulatory matters;

    (k) expenses incurred in connection with responding to requests or inquiries from any U.S. federal, state, local
...

Item 7 – Types of Clients

 The Investment Adviser provides investment advice to the Funds and SMAs. The Adviser also provides advice to
 clients as specified in its Wrap Fee Brochure. Only individuals, trusts, foundations, pensions and other forms of
 charitable or business associations that are “accredited investors” or “qualified purchaser” may invest in the Funds
 or open up an SMA with the Investment Adviser.

 Generally, the minimum initial investment in the Funds is $250,000. Generally, the minimum initial investment in
 the SMA is $50,000,000. However, the Investment Adviser, in its sole discretion, may accept smaller initial
 investments for either the Funds or the SMA from time to time.

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

 The Funds and SMAs (the “Client Mandates”)

 Investment decisions for each Fund are guided and controlled by the stated investment objectives set forth in its
 offering documents and advisory agreements. Similarly, the Investment Adviser’s investment decisions and advice

ADV Part 2A–Firm Brochure                              March 31, 2023                       Page 9 of 25

 with respect to each SMA are subject to each SMA’s investment objectives and guidelines, as set forth in the SMA’s
 investment management agreement, as well as any written instructions provided by the SMA to the Investment
 Adviser.

 The Investment Adviser’s principal objective for its Clients is to generate attractive, risk-adjusted returns using a
 machine learning framework that effectively corroborates and calibrates a plethora of publicly and commercially
 available data impacting markets, companies, brands and sectors across the globe, as described above.

 Risk of Loss

 Investing in securities involves risk of loss that clients should be prepared to bear. An investment in a Client
 Mandate involves substantial risks, including, without limitation, those described below. There can be no assurance
 that a Client Mandate’s investment objective will be achieved or that there will be any return of capital, and
 investment results may vary substantially on a monthly, quarterly or annual basis.

 The Funds and SMAs are a potentially suitable investment only for sophisticated investors for whom an investment
 in a Fund or an SMA does not represent a complete investment program and who, in consultation with their own
 investment and tax advisors, fully understand and are capable of assuming the risks of an investment in either. No
 list of risk factors can be expected to be full and complete. Each prospective Client should discuss any proposed
 initial or additional investment in a strategy with such person’s investment, tax, accounting, legal and other advisers
 prior to making an investment. The following summary of certain material risk factors has been prepared solely to
 help guide those discussions and to assist each prospective Client in determining what questions, if any, he, she or it
 may wish to address to the Investment Adviser in connection with an investment decision.

 General Investment and Trading Risks. All securities investments present a risk of loss of capital. Volatile financial
 markets increase that risk. If the Investment Adviser’s evaluation of an investment opportunity should prove
 incorrect, a Fund or SMA could experience losses as a result of a decline in the market value of securities in which
 the Fund or SMA holds a long position or an increase in the value of securities in which the Fund or SMA holds a
 short position. These investment programs, as executed through the Funds and SMAs, may include short sales,
 which can involve substantial volatility and can, in certain circumstances, substantially increase the adverse impact
 to which a Client Mandate may be subject. The risk management techniques that may be used by the Investment
 Adviser do not provide any assurance that a Client Mandate will not be exposed to a risk of significant investment
 losses. No guarantee or representation is made that a Client Mandate’s investment program will be successful, that a
 Client Mandate will achieve its targeted returns or that there will be any return of capital to Fund Investors. In
 addition, investment results may vary substantially over time.

 Investment Judgment. The profitability of a portion of a Client Mandate’s investment program depends to a great
 extent upon correctly assessing the future price movements of securities and other investments. There can be no
 assurance that the Investment Adviser will be able to accurately predict the long-term results of any security or other
 investment.

 General Economic Conditions. The success of a Client Mandate’s activities will be affected by general economic
 and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in
 laws (including laws relating to the taxation of a Client Mandate’s investments), tax considerations and tax
 treatment, trade barriers, currency exchange controls and national and international political circumstances
 (including wars, terrorist acts and security operations). These factors may affect the level and volatility of the prices
 and liquidity of a Client Mandate’s investments and could impair a Client Mandate’s profitability or result in losses.
 The Investment Adviser may consider some or all of these factors when making trading decisions. A Client Mandate
 could incur material losses even if the Investment Adviser reacts quickly to difficult market conditions, and there
 can be no assurance that a Client Mandate will not suffer material losses and other adverse effects from broad and
 rapid changes in market conditions in the future. Fund Investors should realize that markets for the financial
 instruments in which the Funds and SMAs will seek to invest can correlate strongly with each other at times or in
...