Odyssean LLC

Item 5: Fees and Compensation

Management Fee

The calculation and payment of a management fee (“Management Fee”) for each Client and any
future Client(s) advised by Odyssean is governed by the IMA with the Client. Odyssean intends to
calculate the fees, which the Client will then confirm.

In general, the Client will pay Odyssean the agreed upon annual Management Fee on monthly basis in
advance, calculated on the first day of each month based upon the net asset value of the Client Account
on the first day of such month.

Odyssean may, in its discretion, either (i) debit the Client Account for, and cause the Client Account
to pay to Odyssean, any amount owing to Odyssean under the IMA or (ii) invoice the Client for such
amount, in which case the Client shall pay such amount to Odyssean in accordance with the terms of
the Client’s IMA. In general, if Odyssean causes the Client to pay Odyssean directly, Odyssean shall
send to the Client and the Client Account’s administrator and/or custodian at the same time, an
invoice showing the amount of the Management Fee, the value of Client Account’s assets on which

Odyssean, LLC                                                                  Form ADV Part 2A

the Management Fee is based and the specific manner in which the Management Fee was calculated.

Odyssean's fees are exclusive of brokerage commissions, transaction fees, custodial fees, and other
related costs and expenses, which are incurred by the Client Accounts. Each Client will be subject to
fees, allocations, and expenses as described in their IMA. For brokerage practices, see Item 12 of this
Brochure.

If Odyssean is to charge a Performance Fee to a Client, it will be charged in compliance with Rule 205-
3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), whereby each Client
must be a “Qualified Client”.

Other Fees and Expenses

Pursuant to each Client IMA, Clients may bear investment expenses. These expenses may include, but
are not limited to, brokerage commissions, expenses related to short sales, clearing and settlement
charges, custodial fees, bank service fees, interest expenses, costs associated with incorporating
portfolio leverage for a Client, and the cost of investigating actual or potential investments. Additional
costs may include expenses related to trade execution and management systems, compliance, risk and
portfolio systems, integration and data transfer connectivity costs, research products and services,
professional fees, third-party research products and services, subscriptions, and publications regarding
investments. Clients may also bear expenses related to registration and compliance obligations, legal
expenses, accounting expenses, auditing and tax preparation expenses, directors and officers
insurance, organizational expenses, and extraordinary expenses.

Soft Dollars

Pursuant to each IMA, Odyssean may purchase from a broker or allow a broker to pay for certain
items (each a “soft dollar” relationship), including without limitation: (i) research services; (ii) economic
and market information, (iii) portfolio strategy advice; (iv) industry and company comments; (v)
technical data; (vi) recommendations; (vii) research conferences; (viii) general reports; (ix) periodical
subscription fees; (x) consultations; (xi) on-line pricing; (xii) news wire and data processing charges;
and (xiii) such other soft dollar amounts as may be agreed to between Odyssean and a Client.

To the extent Odyssean determines to use “soft dollars” generated by the Clients to pay for brokerage
and research products and services, such usage shall be within the “safe harbor” provisions of Section
28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related
guidance. Use of “soft dollars” by Odyssean as described herein shall not constitute a breach by them
of any fiduciary or other duty which Odyssean may be deemed to owe to the Clients.

Item 7: Types of Clients

As described in Item 4, Odyssean provides discretionary investment advisory services to the Clients.
In the future, Odyssean may also provide discretionary investment advisory services to one or more
pooled investment vehicles.

Odyssean may negotiate with each Client (and any future Client(s)) on a minimum asset under
management level.