OGAM LP

5. Fees and Compensation

Neither Orchard nor any of our partners and other employees or affiliates receives any transaction-based
compensation for the sale of securities or other investment products.

Management Fees and Performance Compensation

With respect to its discretionary investment advisory services, Orchard typically receives compensation
from its clients calculated as a percentage of the assets we manage and on performance achieved with
respect to each client or specific interests therein, as provided in the governing documents of the relevant
client. The clients’ governing documents permit us to negotiate different fees with investors in these clients
separately and to waive the fees for certain of our affiliates, employees and accounts managed by Orchard
and its affiliates.

Orchard will generally deduct the asset-based fee described above from the client accounts either monthly
or quarterly and may do so in arrears or in advance, as provided in the governing documents of the relevant
client. Because investors in the clients may not make intra-month withdrawals of their capital and
management fees are pro-rated for any periods shorter than a full payment period, investors do not pay a
management fee in excess of what they owe for the entire period. Orchard will generally deduct
performance-based compensation from the clients’ accounts either at the end of each year (or a shorter
period coinciding with an earlier date if an investor elects to have its interest in a client redeemed with
respect to the elected amount to the extent permitted by the governing documents of the relevant client)
or at the time distributions are made to investors in the relevant client as set forth in the governing
documents of such client.

In addition, Orchard is compensated by its affiliates, Orchard Global Asset Management LLP, Orchard
Global Asset Management (S) Pte. Ltd. and OGAM Ltd., on a cost-plus basis for administrative services
and on a profit-share basis on investor relations, investment analysis and portfolio management functions,
in accordance with the transfer pricing policy established between the aforementioned affiliates, as
consideration for investment advisory services rendered to the relevant affiliated entity pursuant to sub-
advisory and/or intercompany service agreements. Such compensation comes out of the affiliates’ asset-
and/or performance-based fees already charged to the clients and do not represent additional charges to
the clients.

Expenses

The clients bear their own expenses, generally including:

       management fees and performance compensation;
       investment expenses (e.g., expenses that, in Orchard's discretion, are related to the
        investment of the client’s assets, whether or not such investments are consummated, such
        as due diligence expenses, all costs and expenses relating to sourcing, purchasing,
        originating, monitoring, holding, disposing of, financing, hedging, developing, negotiating
        and structuring investments, expenses relating to short sales, clearing, booking and
        settlement charges, fees and expenses relating to trade and payment monitoring, reporting,
        confirmation, reconciliation and support, and other similar charges);
       to the extent applicable, commitment fees and other fees and expenses incurred in
        connection with, and principal and interest payable under, credit facilities or other
        indebtedness;
       professional fees (including expenses of consultants, investment bankers, attorneys,
        accountants and other experts relating to investments);
       third-party research expenses;
       administrative expenses (including fees and expenses of the client’s administrator and other
        similar service providers);
       external legal expenses;
       external accounting, valuation and appraisal expenses (including the cost of accounting
        software packages and the cost of obtaining an independent valuation of investments or other
        assets);
       information technology hardware, software, subscriptions or services and the
        implementation thereof (including onboarding) that relate to the management or operation
        of a client;
       audit and tax preparation expenses;
       custodial fees, bank service fees and interest expenses;
       costs related to errors and omissions insurance for Orchard;
       insurance and fees of the client’s board of directors;
       entity-level taxes, fees, duties or other governmental charges;
       organizational expenses;
       expenses incurred in connection with any conference or meeting of underlying client
        investors;
       travel expenses related to employee participation in client board, investor and/or advisory
        committee meetings;
       costs and expenses of any litigation, audit, exemption, investigation or governmental
        proceedings involving a client;
       expenses associated with a client’s reporting with respect to FATCA and CRS compliance,
        Form PF and CPO-PQR filings and other forms relating to the client’s assets (but not
        including any Form ADV filings or SEC-registration filings for Orchard and its affiliates);
       expenses incurred in connection with the offering and sale of the interests and other similar
        expenses related to the clients;
       indemnification expenses;
       expenses incurred in connection terminating, liquidating or winding-up a client; and

       extraordinary expenses.

If any of the expenses listed above are incurred jointly for the account of more than one client, Orchard
will generally allocate such expenses to the applicable clients pro rata based on their respective net asset
values or, in the case of investment-related expenses, in proportion to the size of the investment made by
each client to which such expense relates, or in such other manner as we consider fair and equitable.
...

7. Types of Clients

All of our clients are private investment funds and separately managed accounts, including through “fund-
of-one” structures. Our clients rely on certain exclusions from the definition of “investment company” in
the Investment Company Act of 1940, as amended. Accordingly, none of our funds will be registered as
investment companies with the Securities and Exchange Commission.

Our firm will determine in its sole discretion any requirements for entering into an investment advisory
contract with a client fund or otherwise opening or maintaining an account, including whether a private
fund is large enough to implement its desired investment program.