A. General Description of Advisory Firm.
Lombard Odier Asset Management (USA) Corp (the “Investment Adviser” or
the “Firm”), a Delaware corporation formed in 2000, commenced operations in its present
form in 2007 with an office in New York, New York. Hubert Keller, J ean-P as cal
P o rchero t, and Peter Clarke serve as the board of directors of the Investment Adviser (the
“Board of Directors”). Mr. Hubert Keller is the chairman of the Board of Directors. The
Investment Adviser is owned by LO Holding SA which is ultimately owned by Compagnie
Lombard Odier SCmA.
B. Description of Advisory Services.
The Investment Adviser and its affiliates provide investment advisory and sub-
advisory services on a discretionary basis to (i) private pooled investment vehicles, the
securities of which are offered to investors generally on a private placement basis (each, a
“Fund” and collectively, the “Funds”) and (ii) investment advisory accounts (including
separate vehicles set up for a single “investor” for a variety of purposes) for institutional
clients (“Managed Accounts”) and (iii) U.S. registered investment companies, including ETFs.
The Funds, Managed Accounts and ETF are referred to in this Brochure as “Clients”. Please
see Item 8 for further information about the Investment Adviser’s advisory services.
The Funds are generally structured as non-U.S. corporations that are generally
open-ended collective investment schemes (e.g., Cayman Islands Corporations), and non-U.S.
public limited companies (e.g., Luxembourg, société d’investissement à capital variable as
Undertakings for Collective Investment in Transferable Securities (UCITS)). All of the
Funds are either privately offered investment vehicles excepted from the definition of
“investment company” under the Investment Company Act of 1940, as amended, (the “1940
Act”) and therefore are not required to register as an investment company or UCITs vehicles
offered outside of the United States.
The Investment Adviser’s advice with respect to the Funds and Managed
Accounts is made in accordance with the investment objectives and guidelines as set forth in
the applicable Fund’s confidential offering memorandum or the Managed Account’s
investment management agreement.
Affiliates of the Investment Adviser include: Lombard Odier Asset
Management (Switzerland) SA, a Swiss société anonyme, Lombard Odier Asset Management
(Europe) Limited, a U.K. limited company, and Lombard Odier Funds (Europe) S.A., a
Luxembourg société anonyme. These affiliates, together with the Investment Adviser, are
collectively referred to herein as Lombard Odier Investment Managers or “LOIM”.
Certain affiliated advisory firms are considered to be “Participating Affiliates”
of the Investment Advisor (as that term is used in relief granted by the staff of the Securities
and Exchange Commission (“SEC”)) allowing investment advisers registered with the SEC
to use portfolio management, operations, and trading resources of advisory affiliates and
personnel subject to the supervision of an SEC-registered adviser. Professionals from such
Participating Affiliates render portfolio management, valuation, operations, research, due
diligence, risk management, trading, or other related services to the Investment Adviser’s
Clients and/or the Investment Adviser as “Associated Persons” of the Investment Adviser and
are subject to supervision by the Investment Adviser. In addition, the Investment Adviser
provides portfolio management, risk management, research, due diligence, or other services to
the Participating Affiliates under separate services agreements. Fees are paid by and received
from the parties under these arrangements.
Each Associated Person of the Participating Affiliates are subject to regulatory
oversight, training and compliance with the
Compliance Manual, including the Code of
Ethics, of the Investment Adviser.
The Funds managed are generally structured as either “master feeder” funds
whereby one or more ‘feeder funds’ are offered for investment by investors, which in turn
invest in a ‘master fund’ that conducts the investment activities, each of which pursues a
separate investment strategy or stand-alone direct investment vehicles. Some of the Funds
managed by the Investment Adviser invest in more than one underlying master funds managed
by the Investment Advisor (each, an “Underlying Master Fund”) which provides investors
with access to a diversified set of investment strategies pursued by the Investment Adviser.
This Brochure generally includes information about the Investment Adviser
and its relationships with its Clients and affiliates. While much of this Brochure applies to
all such clients and affiliates, certain information included herein applies to specific clients
or affiliates only.
This Brochure does not constitute an offer to sell or solicitation of an offer to
buy any securities. The securities of the Funds are offered and sold on a private placement
basis under exemptions promulgated under the Securities Act of 1933, as amended (the “1933
Act”), and other exemptions of similar import under U.S. state laws and the laws of other
jurisdictions where any offering may be made. Investors in the Funds generally must be
both “accredited investors”, as defined in Regulation D, and “qualified purchasers”, as
defined in the 1940 Act. Persons reviewing this Brochure should not construe this as an offer
to sell or solicitation of an offer to buy the securities of any of the Funds described herein.
Any such offer or solicitation will be made only by means of a confidential private placement
memorandum.
C. Availability of Customized Services for Individual Clients.
The Investment Adviser’s investment decisions and advice with respect to
each Client are subject to each Client’s investment objectives and guidelines, as set forth in
its offering documents or investment management agreement. In general, the Funds’
underlying investors may not impose restrictions on investing in certain securities or types of
securities. However, the Investment Adviser provides advisory services to Managed
Accounts according to investment objectives specified in the pertinent managed account
agreements.
The Investment Adviser has full discretion in all investment decisions made
on behalf of the Clients. The Investment Adviser may provide advice to Clients regarding
foreign exchange, interest rates, sovereign credit, fixed income, equities, commodities,
corporate credit, options, futures, swaps, other derivatives, and other investments. While
there are generally no material limitations on the instruments, strategies, markets or countries
in which Clients may invest, the Investment Adviser may permit separately Managed Account
Clients to impose restrictions on their accounts with respect to:
• the specific types of investments or asset classes that the Investment Adviser
will or will not purchase for their account;
• the nature of the issuers of investments that the Investment Adviser will or
will not purchase for their account (e.g., specific industries or sectors); or
• the risk profile of instruments the Investment Adviser will or will not
purchase for their account, or the risk profile of the account as a whole.
D. Wrap Fee Programs.
The Investment Adviser does not participate in wrap fee programs.
E. Assets Under Management.
As of December 31, 2023, the Investment Adviser had regulatory assets under
management of approximately $8.2 billion.