Lombard Odier Asset Management USA Corp

FEES AND COMPENSATION

   A. Advisory Fees and Compensation.

               The advisory fees, allocations and expenses applicable to the Funds are set
forth in detail in each Fund’s respective offering documents. A summary of such fees,
allocations and expenses is provided below (this summary is qualified in its entirety by the
actual terms and conditions set forth in each Fund’s respective offering documents). In
addition, the Investment Adviser services Managed Account Clients that have fee
arrangements that are generally similar to the Funds. Nonetheless, the Investment Adviser
has, and in the future may, negotiate different terms and conditions (including different fee
and redemption arrangements) with respect to specific investors in the Funds and/or any new
separately managed account Clients. A decision regarding whether to allow a prospective
client to open a Managed Account is based upon a variety of factors and is in the Investment
Adviser’s complete discretion.

              Management Fee

                The Funds generally pay Management Fees range, depending on the Client and
in certain instances, depending on the investor(s) in a Fund, from 0% to 2.5% payable monthly
or quarterly in arrears.
                Some Funds may provide for a pass-thru of direct operating and personnel
expenses in lieu of part or all of the management fees.

               Management Fees may be payable by one or more Funds at the master or
feeder fund level, or a combination thereof, as set out in the applicable offering memorandum
of such Fund.

              Performance Compensation

               Performance Fees and allocations are generally equal to between 0% and 30%
of any net realized and unrealized appreciation in the Net Asset Value of each Fund. Some
Funds may provide for Performance Fees to apply at a sub-strategy level within such Fund.
Performance Fees and allocations are generally payable annually and subject to a high water
mark.

   B. Payment of Fees.

              Fees and compensation paid to the Investment Adviser by the Clients are
generally deducted from the assets of such Clients. As discussed above, Management Fees
are generally deducted on a quarterly or monthly basis and Performance Compensation is
generally deducted on an annual basis. With respect to managed account Clients the
Investment Adviser will invoice the Client directly on a monthly or quarterly basis.

   C. Additional Fees and Expenses.

              The Funds pay the costs and expenses incurred in relation with their operation,
which include, without limitation: (i) brokerage commissions and other costs of executing

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transactions, including externally incurred costs of establishing computer and systems
connections with the Fund’s brokers and counterparties; (ii) investment expenses and all
other expenses (including, without limitation, all commissions, clearing fees, valuation and
portfolio pricing, interest charges, financing charges, including on borrowing with Prime
Brokers, and any applicable withholding and other taxes) related to the purchase, sale,
transmittal or custody of trading assets and related items, as well as costs and expenses
associated with obtaining and maintaining regulatory licenses, exchange memberships, credit
ratings and identification numbers; (iii) costs of trading, research (including investment
research and other data not otherwise acquired though soft dollars) and/or data screens, as
well as risk management and data services, IT programming and other IT systems applicable
to the Funds’ or the Underlying Master Funds’ operations and risk management and systems
(this includes fees and expenses of IT programmers hired to develop user interfaces and other
tools to process the data acquired, as well as substantial costs in acquiring data from credit cards,
web-scraping and other big data sources); (iv) legal, accounting, auditing, tax and other
professional fees and expenses, including consulting and appraisal fees and expenses; (v)
fees and expenses resulting from tax preparation and, if applicable, any Tax Matters
Partner or Member fees and expenses; any taxes and duties payable in any jurisdiction in
connection with the Fund’s operations; (vi) fees in connection with the custody of the Fund’s
assets; (viii) insurance costs (including, without limitation, Errors & Omissions or other
professional liability insurance, Directors & Officers and general liability insurance); (ix)
external administrative costs (including the fees and out-of-pocket expenses of the Central
Administration Agent and its agents as well as any other third-party administrator which
the Board may select for the Fund), establishing computer and systems connectivity with
the Central Administration Agent and other third-party service providers, paying agency,
transfer agency, accounting verification (if any) and/or investor registrar services and the costs
of middle-office and back- office support as provided by the Central Administration Agent;
(x) any other operating or administrative expenses related to accounting, research, due
diligence (including travel and related expenses associated with conducting due diligence),
third-party consultants, “expert networks” and reporting; (xi) computer software licensing,
development, purchasing, programming and operating costs; (xii) costs and expenses relating
to the Fund’s regulatory and self-regulatory filings, reporting, registrations and memberships,
compliance, including, without limitation, costs associated with U.S. Form PF, the
Alternative Investment Fund Managers Directive 2011/61/EU, as amended (the “AIFM
Directive”), U.S. Foreign Account Tax Compliance Act (“FATCA”) and other tax-related
compliance, costs of compliance programs, third-party compliance consultation, actual and
“mock” examinations, regulatory and governmental inquiries, subpoenas and proceedings (in
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TYPES OF CLIENTS

            The Investment Adviser generally provides investment advice to Funds and
Managed Accounts, as described above.

               The investors in the Funds consist of endowments, foundations, insurance
companies, high net worth individuals, funds of funds, public and corporate pensions, and
other sophisticated investors. Investors must be either:

               • both “qualified purchasers” as defined in the 1940 Act and “accredited
investors” as defined in the 1933 Act: or

               • non-United States persons.

            Generally, the Funds require a minimum initial investment of $100,000, which
minimum may be waived in our discretion and subject to applicable law.

                Although there is no specified minimum dollar value for establishing a
Managed Account, the size of a Managed Account is subject to negotiation and typically is
significantly in excess of the minimum investment required for the Funds. The beneficial
owners of Managed Accounts generally receive more information (including portfolio
composition information) and have more favorable liquidity rights than the investors in the
Funds. This could disadvantage investors in the Funds because the Managed Accounts may
act more quickly in liquidating the portfolio than investors in the Fund during volatile market
conditions. Although certain investors in the Funds or Clients receive different material
terms, the Investment Adviser generally will only offer such terms if they believe other
investors in the Fund or Clients, as the case may be, will not be materially disadvantaged.
We may also negotiate fees for Managed Accounts that may be more favorable than the fees
in place for comparable Fund classes or tranches. Our decision on whether to allow a
prospective client to open a Managed Account is made based on a variety of factors, and the
decision to allow anyone to open a Managed Account is in our complete discretion.

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