Centiva Capital, LP

Centiva is a limited partnership organized under the laws of the State of Delaware to provide investment management services to pooled investment vehicles organized in a master-feeder structure. Formed in 2016, Centiva and its general partner, Centiva Capital GP, LLC, are owned and controlled by Edward McBride and Karim Abbadi, each a Founder (the “Founders”). The investment activities of Centiva are led by the Founders together with other investment professionals who assist in executing Centiva’s investment strategy. Centiva, together with the Centiva Group Entities, provide discretionary investment advice to the following private investment funds (each a “Fund” and collectively the “Funds”): (i) Centiva Master Fund, LP (the “Master Fund”), a Cayman Islands limited partnership; (ii) Centiva Onshore Fund, LP (the “Onshore Fund”), a Delaware limited partnership; and (iii) Centiva Offshore Fund, Ltd. (the “Offshore Fund”), a Cayman Islands exempted company. The Onshore Fund and Offshore Fund invest all their investible assets in the Master Fund. Centiva Fund GP, LLC serves as the general partner (“General Partner”) to the Master Fund and Onshore Fund. As the Onshore Fund and the Offshore Fund invest all of their investible assets in, and conduct all of their investing and trading activities through, the Master Fund, references to the term “Master Fund” as used in this Brochure in the context of the Master Fund’s portfolio, investment program and related risks should be understood to mean the Master Fund, any other vehicle through which the Master Fund makes investments or enters into transactions, and, indirectly through their investment in the Master Fund, the Onshore Fund and the Offshore Fund. In providing services to the Funds, among other things, Centiva (i) manages the Master Fund’s assets in accordance with the terms of the Offshore Fund’s confidential offering memorandum, the Onshore Fund’s confidential private placement memorandum, the Master Fund’s and Onshore Fund’s limited partnership agreements, the Offshore Fund’s memorandum and articles of association, the Onshore Fund’s and Offshore Fund’s subscription documents, and other constituent documents (“Governing Fund Documents”); (ii) formulates investment objectives; (iii) directs and manages the investment and reinvestment of the Master Fund’s assets; and (iv) provides periodic reports to investors. Centiva provides investment advice directly to the Funds and not individually to a Fund’s limited partners or investors. Investment restrictions for the Master Fund, if any, are established in the Governing Fund Documents. Centiva Capital UK Ltd (“Centiva UK”), a private limited company incorporated under the laws of England and Wales, is an affiliate and relying adviser of Centiva. Centiva UK is authorized by the UK Financial Conduct Authority (the “FCA”) as an MiFID investment firm. Authorization and regulation by the FCA do not imply a certain level of skill or training. Centiva UK provides portfolio management services to the Funds pursuant to a sub-investment management agreement with Centiva. Centiva Capital Europe (“Centiva Europe”), a simplified joint-stock company incorporated under the laws of France, is an affiliate and relying adviser of Centiva. Centiva Europe is licensed as an alternative investment fund manager in France, and provides portfolio management services to the Funds pursuant to a sub-investment management agreement with Centiva. Centiva Capital Asia Pte. Ltd (“Centiva Singapore”), a private limited company incorporated under the laws of Singapore, is an affiliate and relying adviser of Centiva. Centiva Singapore has obtained

authorization to conduct fund management activities from the Monetary Authority of Singapore. Centiva Singapore provides portfolio management services to the Funds under a sub-investment management agreement with Centiva. Centiva Capital HK Limited (“Centiva Hong Kong”), a private limited company incorporated under the laws of Hong Kong, is an affiliate and relying adviser of Centiva. Centiva Hong Kong is licensed by the Securities & Futures Commission of Hong Kong to conduct Type 9 (Asset Management) activities, and provides portfolio management services to the Funds pursuant to a sub-investment management agreement with Centiva. Centiva has created and may create additional affiliates to receive or manage compensation owed or paid to certain employees as it deems necessary for tax purposes or for the retention of key investment staff. Centiva and the Funds have entered into and may enter into investment advisory agreements and/or sub-investment management agreements with qualified third-party investment managers to provide model investment portfolios and portfolio management services to Centiva and the Fund. Metrica Partners Pte. Ltd. (“Metrica”), a private limited company incorporated under the laws of Singapore, is an independent third-party sub-investment manager of Centiva that provides portfolio management services to the Funds pursuant to a sub-investment management agreement. The investment objective of the Master Fund is to achieve consistent, attractive risk-adjusted absolute returns with low correlation to major markets. Centiva seeks to achieve the Master Fund’s investment objective by allocating and reallocating the Master Fund’s assets among various portfolio managers and their respective associated team members (together, “Portfolio Management Teams”) that employ various investment strategies. In addition, Centiva may pursue certain “center book” best ideas and/or hedging trades on behalf of the Master Fund, although there is no obligation for Centiva to engage in such activities. Portfolio Management Teams are typically comprised of one or more individuals operating as a single team to manage a portion of the Master Fund’s assets. Members of Portfolio Management Teams trade and are involved in day-to-day investment decision making with respect to their respective investment strategies. Portfolio Management Teams are employed by Centiva and its affiliates and subject to Centiva’s supervision, control, and risk management. Shares or limited partnership interests in the Funds are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Funds are not registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests or shares in the Funds are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements, in private transactions within and outside the United States. As of December 31, 2025, Centiva had approximately $20,609,149,268 in regulatory assets under management, all on a discretionary basis. Centiva does not currently manage any assets on a nondiscretionary basis.

General Centiva provides investment advisory services to each of the Funds pursuant to an investment management agreement (the “Agreement”). The Agreement, along with the Governing Fund Documents, set forth in detail the fee structure relevant to each Fund. The Onshore Fund is currently offering multiple series of limited partnership units (“Units”) and the Offshore Fund is currently offering multiple series of shares (“Shares”). Certain series of Units or Shares are subject to a reduced or no Incentive Allocation (as defined below), as well as different redemption terms (including lock-up periods and fees for early redemptions and withdrawals) and caps on Pass-Through Expenses (as defined below) as described in supplements to the Governing Fund Documents in respect of such series. Centiva may also enter into Side Letter arrangements as described more fully in Item 6. Centiva will receive compensation in the form of an Incentive Allocation (as discussed below) and typically does not charge the Funds a management fee (with the exception of certain series of Units and Shares as discussed below). Each Fund is responsible for bearing, either directly or by reimbursing Centiva or another applicable Centiva Group Entity, its allocable portion of all fees, costs and expenses of the Centiva Group Entities, including the compensation (including performance-based compensation), benefits and other payments to the Portfolio Management Teams and other personnel of the Centiva Group Entities and the compensation paid to third-party sub-investment managers. Management Fee Certain series of Units and Shares, which are only offered to clients of certain third-party financial institutions with which Centiva has a contractual relationship, are subject to a management fee, as set forth in the Governing Fund Documents. A portion of the management fee may be paid to thirdparty financial institutions with which the Funds have a contractual relationship for their services related to the offering of such Units and Shares to their clients. The management fee is payable quarterly, in advance, and based on the capital account balance or net asset value of such Units/Shares, as applicable. Incentive Allocation At the close of business on the last day of each calendar year, the General Partner (in its capacity as general partner of the Master Fund) will be entitled to receive an incentive allocation (the “Incentive Allocation”) with respect to certain Units or Shares, as the case may be, ranging between 0% and 33% of the amount, if any, by which the net asset value of such Units or Shares (determined prior to any Incentive Allocation accrual as of such date, but after the deduction of all expenses allocable to those Units or Shares and appropriately adjusted as determined by the General Partner, in its sole discretion, for contributions, distributions and redemptions) exceeds the prior high net asset value (as defined in the Governing Fund Documents) of such Units or Shares as of such date the Incentive Allocation is determined.

Strategic Investor Centiva has entered an agreement with a strategic investor (the “Strategic Investor”) which is itself a registered investment adviser (the “Strategic Investor Agreement”). Under the Strategic Investor Agreement, certain clients of the Strategic Investor that have invested in the Funds, in consideration of their strategic and ongoing investment in the Funds, are allocated a portion of the Incentive Allocation attributable to such Funds. In addition, all clients of the Strategic Investor that have invested in the Funds are subject to certain caps on Pass-Through Expenses. Additional details relating to this arrangement are contained in the relevant Governing Fund Documents, in this Item 5, and in Item 10 below. Organizational and Offering Expenses Under the terms of the Governing Fund Documents, the Funds bear (i) all of their organizational fees, costs and expenses (including those relating to the negotiation and preparation of its governing documents and counterparty agreements) (“Organizational Expenses”) and (ii) the initial and ongoing offering fees, costs and expenses incurred in connection with the offer and sale of Shares and Units (including those relating to the preparation, negotiation and modifications to Governing Fund Documents, questionnaires, subscription agreements, side letters and other agreements with investors, and marketing, including marketing materials and travel, lodging, meals and entertainment) (collectively, “Offering Expenses”). Fund Expenses The Onshore Fund and the Offshore Fund will bear all of their respective fees, costs and expenses and their pro rata share of the Master Fund’s fees and any fees of Portfolio Vehicle (as defined in Item 8 below), costs and expenses, including but not limited to: (i) their Organizational Expenses and their Offering Expenses; (ii) all Master Fund investment-related fees, costs and expenses (including brokerage commissions and fees, access fees, exchange fees, clearing fees, settlement fees, custodial fees, intermediation fees, ticket charges and other trading expenses, financing costs, the fees, costs and expenses associated with investments in funds or accounts sponsored, managed or advised by third-party investment managers (including any asset-based fees and incentive fees or allocations or other performance-based compensation of such investment managers), expenses associated with short sales, the costs implicit in repurchase and reverse repurchase agreements, appraisal fees and expenses, professional fees or compensation relating to particular investments or prospective investments, and investment-related travel, lodging, meals and entertainment costs); (iii) market data and other data costs (whether or not used for research, and including risk analytical software), including, but not limited to, Bloomberg terminals, licenses, applications, and data, Thomson Reuters data, research, risk and investment-related data (e.g., index composition data, third-party dividend forecasts, corporate action data, risk factor data, historical time-series); (iv) costs attributable to hardware (including telecommunication) used in support of production trading and research; (v) costs attributable to software and hardware used for research and/or warehousing or processing market data and other data (including software and hardware (including telecommunication) used for collecting, distributing, and storing such data and used for risk management and the investment process); (vi) co-located data center costs (including hardware (and telecommunication) costs and third-party technology service costs); (vii) technology costs (including hardware, software and telecommunication costs and third-party technology service costs) associated with trade execution and management systems, portfolio management systems, risk systems, order management systems, analytics, proxy voting systems, class action filing

systems, accounting systems, anti-money laundering compliance systems and connecting to trading venues, trading counterparties, prime brokers, and similar service providers, consultant costs related to reviewing technology utilized for trading and risk management and guidance provided in the course of implementing the foregoing technology; (viii) expenses associated with obtaining and maintaining regulatory licenses, exchange memberships, registrations and credit ratings and of acquiring or developing and operating any business (including, potentially, a broker-dealer or clearing broker) that is, directly or indirectly, an asset of the Master Fund or any Portfolio Vehicle; (ix) all administrative fees, costs and expenses of the Onshore Fund, the Offshore Fund, the Master Fund or any Portfolio Vehicle, including those of the Administrator (as defined below) in their standard service, including but not limited to, audit support, tax support, risk reporting, support in compliance with Form PF, CPO-PQR, AIFMD, FATCA; (x) fees, costs and expenses relating to the maintenance of registered offices; (xi) fees, costs and expenses of opening and maintaining bank accounts, (xii) all fees, costs and expenses of preparing and distributing reports, financial statements and other documents to investors and prospective investors; (xiii) all quotation, appraisal and other valuation costs and expenses, including those of any third-party appraisal or valuation service; (xiv) all external accounting, auditing, consulting, expert, finders and tax preparation fees, costs and expenses; (xv) any taxes (including any penalties and interest thereon), duties, fees or other governmental charges; (xvi) all fees, costs and expenses related to the Funds’ legal, tax, regulatory and compliance affairs, including outsourced consulting and compliance programs (including cyber threat surveillance) and the negotiation of counterparty agreements; (xvii) all insurance premiums, including the Funds’ allocation of E&O and D&O insurance; (xviii) all costs and expenses relating to redemptions and Transfers (as defined below) of Shares/Units, dividends and distributions; (xix) proxy service provider fees; (xx) fees paid to third-party service providers to file class-action settlement claims; (xxi) principal and interest on, and fees and expenses arising out of, all permitted borrowings made by the Master Fund; (xxii) all costs and expenses related to investor meetings and meetings and the activities of the Review Committee (as defined in the Governing Fund Documents) or similar committee or group; (xxiii) all costs and expenses incurred in connection with any restructuring or amendments to the constituent documents of the Funds and related entities, the reorganization, dissolution, winding up or termination of the Funds or following the required redemption of all or substantially all outstanding Shares/Units (including the fees and expenses associated with any agents (including affiliates of Centiva) to assist it following the occurrence of a Dissolution Event); (xxiv) all fees, costs and expenses associated with litigation arbitration, regulatory examinations, or governmental investigations related to, and other extraordinary fees, costs and expenses (including costs of indemnification or contribution to any person) of, the Funds, including those incurred by Centiva and/or any other Centiva Group Entity; (xxv) its pro rata share of the fees, costs and expenses of any entities through which the Funds invest, including the Master Fund and any Portfolio Vehicles and (xxvi) in respect of the Offshore Fund, all fees, costs and expenses associated with the Board of Directors (as defined in the Governing Fund Documents), including the cost of negotiating any agreements with the Board of Directors or making any regulatory or other filings in respect of the Board of Directors (all of the foregoing expenses referred to herein as “Fund Expenses”). In the event that any Fund Expenses or costs are paid on behalf of any Fund by Centiva or any other Centiva Group Entity, such Fund will reimburse Centiva or such other Centiva Group Entity. Notwithstanding the foregoing, Centiva may determine to pool all or one or more specific types of the direct expenses (including those described above) incurred on behalf of one or more of the Funds and/or other funds or accounts managed by Centiva and allocate them among such funds or accounts in a manner that it deems appropriate and equitable. Fund Expenses will be borne pro rata by the

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Investment Strategies Centiva seeks to achieve the Master Fund’s investment objective by allocating and reallocating the Master Fund’s assets among various Portfolio Management Teams that employ various investment strategies. In addition, Centiva may pursue “center book” best ideas and/or hedging trades on behalf of the Funds, although there is no obligation for Centiva to engage in such activities. Centiva will invest opportunistically on behalf of the Master Fund, and it is not limited as to the strategies that it might employ on the Master Fund’s behalf. Centiva currently employs a diversified

mix of strategies spanning various asset classes. The strategies are, as of the date of this Brochure, grouped into three categories: Equity Trading & Volatility Strategies, Relative Value Credit Strategies and Systematic & Quantitative Strategies. Individual strategies include: equity index strategies, investment-grade credit strategies, mortgage and securitized products related strategies, equity volatility strategies, systematic equity strategies including statistical arbitrage strategies, quantitative macro, credit derivatives related strategies, convertible bond strategies, merger arbitrage, foreign exchange, quantitative credit, rates focused strategies including fixed income relative value, crossover and high-yield credit strategies, government bond, municipal bond and other debt-focused strategies, as well as emerging market related strategies. Additional strategies that Centiva may employ on behalf of the Master Fund also include, without limitation, fundamental macro, equity fundamental long/short, commodity derivatives, digital assets, and less-liquid fixed income and credit, as well as the expansion of aforementioned strategies into additional geographies. Details regarding investment and other risks related to an investment in the Funds are set forth in the Governing Fund Documents. On behalf of the Master Fund Centiva may invest in all manner of financial instruments, including (but not limited to) equities, preferred stocks, warrants, fixed income instruments, any currency or any contract for future or forward delivery of any security, commodity or currency, any contract (including notional principal contracts) based on any security, securities or currency index or group of securities or currencies, any option on any contracts referred to herein, any derivatives of any of the securities referred to herein (including without limitation swaps relating thereto and foreign exchange derivatives), any evidence of indebtedness, private placement and securities purchase agreements, shareholders’ agreements, credit-related instruments, municipal bonds, credit default swaps, collateralized loan obligations, credit derivatives of all types, exchange-traded funds, exchange- traded notes, master limited partnerships, royalty trusts, mortgage securities, mortgage loans and REITs, repurchase agreements, reverse repurchase agreements, securities lending and hypothecation agreements, counterparty agreements, all other forms of investment, financial and commercial agreements, contracts and undertakings, bespoke and index tranched and untranched credit products, synthetic instruments and instruments accessing related indices, and any other such instrument to effectuate its investment strategies. The Master Fund invests on both a cash and synthetic basis and takes short positions for both speculative and hedging purposes. Centiva anticipates causing the Master Fund to incur substantial leverage in executing the investment program through both cash and synthetic borrowings, margin financing and any leverage embedded in any instrument or derivative that are held by the Master Fund. In addition, Centiva may make investments directly or through subsidiaries or special purpose vehicles (“Portfolio Vehicles”). Investors should review the respective Fund’s Governing Fund Documents for more details on the way Centiva intends to implement the Master Fund’s investment objectives and the methods of analysis that Centiva seeks to utilize in order to reach these investment objectives. There are no limits on the investment strategies that may be employed by Centiva on behalf of the Master Fund. There are no limits on the types of instruments or investment techniques that Centiva may trade or utilize on behalf of the Master Fund or the markets to which the Master Fund may have exposure. The method(s) and investment strategies described above involve certain risks. A summary of the principal risks is set out below. An investment in the Funds involves a significant degree of risk, including the risk of a complete loss of capital, and prospective investors should be aware that significant conflicts of interest may arise in connection with the operation of the Funds, as disclosed

in the Governing Fund Documents. Summary of the Principal Investment Risks No Fixed Strategy, Instruments, Markets, Sectors, or Issuer Weightings Centiva will opportunistically implement whatever strategies or discretionary approaches Centiva believes from time to time may be suited to prevailing market conditions. The risks associated with such strategies may be different from those described herein. There can be no assurance that Centiva will be successful in selecting any such strategy or discretionary approach or that losses will be avoided. Although the diversification of the Master Fund’s investments among a variety of counterparties, strategies and securities and other instruments is intended to reduce the Master Fund’s exposure to adverse events associated with specific counterparties, strategies and issuers, the amount of that diversification may be limited. As a result, the Master Fund’s assets may become highly concentrated within particular counterparties, issuers, industries, asset types, strategies and/or markets at any given time, and the Funds will therefore be more susceptible to fluctuations in value resulting from adverse economic conditions affecting the performance of particular counterparties, companies, industries, asset types, strategies and/or markets than would be the case of a less concentrated portfolio. Index Strategies The success of index strategies is dependent on the ability to exploit relative mispricing among interrelated instruments. Although relative value positions are considered to have a lower risk profile than directional trades as the former attempts to exploit price differentials not overall price movements, index strategies are by no means without risk. Mispricing, even if correctly identified, may not converge within the period within which the Fund maintains its positions. Even pure “riskless” arbitrage, which is rare, can result in significant losses if the arbitrage cannot be sustained (due, for example, to margin calls) until expiration. Centiva’s index strategies are subject to the risks of disruptions in historical price relationships, the restricted availability of credit and the obsolescence or inaccuracy of its or third-party valuation models. Market disruptions may also force Centiva to close out one or more positions. Such disruptions have in the past resulted in substantial losses for index strategies. Certain of the index strategies pursued by Centiva on behalf of the Master Fund will involve the use of significant amounts of leverage for very short periods of time, will entail expedited and timesensitive decision-making and will be subject to the risks of technical disruptions, market movements and disruptions, trading, execution or operational errors, algorithmic trading risks and the failure to make timely trading decisions or other actions (including the failure to hedge related positions in a timely manner). Any failure by Centiva to effectively execute such strategies may have a material adverse effect on the Master Fund, including significant losses. Arbitrage Strategies Centiva may engage in several arbitrage strategies, including ETF arbitrage, statistical arbitrage, equity volatility arbitrage, fixed income arbitrage, merger arbitrage and relative value arbitrage. Arbitrage strategies attempt to take advantage of perceived price discrepancies of identical or similar financial instruments, on different markets or in other forms.

If the requisite elements of an arbitrage strategy are not properly analyzed, or unexpected events or price movements intervene, losses can occur which can be magnified to the extent the Master Fund is employing leverage. Moreover, arbitrage strategies often depend upon identifying favorable “spreads,” which can also be identified, reduced, or eliminated by other market participants. In the event that the perceived mispricing underlying the Master Fund’s trading positions were to fail to converge toward, or were to diverge further from, Centiva’s expectations, the Master Fund may incur a loss. For reasons not necessarily attributable to any of the risks set forth herein (e.g., supply/demand imbalances or other market forces), the prices of the securities in which Centiva invests on behalf of the Master Fund may decline substantially. In particular, purchasing assets at what may appear to be “undervalued” levels or selling assets at what may appear to be “overvalued” levels is no guarantee that these assets will not be trading at even more “undervalued” or “overvalued” levels at a time of valuation or at the time of purchase or sale. It may not be possible to predict, or to hedge against, such “spread widening” risk. In implementing arbitrage strategies, Centiva will seek to reduce exposure to the risk of overall market price movements but will be fully exposed to the risks of disruptions in historical price relationships, the restricted availability of credit and the obsolescence of its valuation models. Event-Driven Strategies Event-driven strategies seek to identify security price changes resulting from corporate events such as restructurings, mergers, takeovers, spin-offs, exchange offers, tender offers and other special situations. Corporate event arbitrageurs choose their investments based on their perceptions of the likelihood that the event or transaction will occur, the amount of time that the process will take and the perceived ratio of return to risk. Strategies that may be utilized in the event-driven sector include, among others, merger arbitrage, high yield/distressed securities, and special situations. The success of event driven trading depends on the successful prediction of whether various corporate events will occur or be consummated. The consummation of mergers, exchange offers, tender offers and other similar transactions can be prevented or delayed, or the terms changed, by a variety of factors. If a proposed transaction appears likely not to be consummated or in fact is not consummated or is delayed, the market price of the Master Fund’s investments may decline sharply and result in losses to the Master Fund. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a U.S. Federal or state regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable U.S. Federal or state securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of event-driven investing, the results of the Master Fund’s operations may be expected to fluctuate from period to period. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Relative Value Strategies The success of relative value strategies depends on market values converging towards the theoretical

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Centiva provides discretionary management and advisory services to the Funds directly, subject to the direction and control of the respective Fund's General Partner or Board of Directors and not individually to the investors. Investors in the Funds may include, but are not limited to, high net worth individuals, pension plans (corporate, state, and foreign), sovereign wealth funds, endowments, foundations, banks, pooled investment vehicles (e.g., funds-of-funds), trusts, estates or charitable organizations, and corporate or business entities. The minimum investment for an investor in the Funds is $5,000,000; however, Centiva and/or its affiliates maintain discretion to accept less than the minimum investment threshold. Investors in the Funds will be required to meet certain suitability qualifications, such as being an “accredited investor” within the meaning set forth in Rule 501(a) of Regulation D under the Securities Act and also “qualified purchasers” within the meaning set forth in Section 2(a)(51) of the Investment Company Act and the regulations thereunder.

As described above, Centiva or its affiliates will receive performance-based compensation and because the performance compensation is calculated on a basis which includes unrealized appreciation of the Master Fund’s portfolio, it may be greater than if such compensation were based solely on realized gains. These fees may create an incentive to make more speculative investments and make different decisions regarding the timing and manner of the realization of such investments, than would be made if such incentive fees were not allocated to Centiva. Each Fund, the General Partner and/or Centiva have entered, and, subject to the approval of the Review Committee or Board of Directors, as applicable, may from time to time in the future enter

into letter agreements or other similar agreements or undertakings (collectively, “Side Letters”) with one or more limited partners or investors or an investment adviser to one or more limited partners or investors, without any further act, approval or vote of any other limited partner or investor, that have the effect of establishing rights under, or altering or supplementing the terms of, the Governing Fund Documents with respect to each such limited partner in a manner more favorable with respect to such limited partner, investor and/or investment adviser than those applicable to other limited partners or investors. Such rights or terms may include: “most favored nation” rights; different fees, including performance-based allocations or fees; expense caps or other limits; enhanced or otherwise different reporting and/or disclosure rights; different transfer and/or liquidity terms; restrictions on or special rights with respect to the activities of the General Partner and/or Centiva; special representations, warranties and/or covenants by the Funds, the General Partner and/or Centiva; and rights or terms necessary in light of particular legal, regulatory, tax or public policy characteristics of such limited partner or investor. Any rights or terms so established in a Side Letter with a limited partner or investor will govern solely with respect to such limited partner or investor. In general, none of the Funds, the General Partner or Centiva will be required to notify any or all of the other limited partners or investors of any such Side Letter or any of the rights and/or terms or provisions thereof, nor will any of the Funds, the General Partner or Centiva be required to offer such additional and/or different rights and/or terms to any or all of the other limited partners or investors.

Centiva organizes and sponsors the Funds and will be responsible for all decisions regarding portfolio transactions of the Master Fund and any other Funds and have full discretion over the management of their investment activities. Various affiliates of Centiva will serve as managing member or general partner (depending on the legal structure used) of the Funds and other Funds, including the General Partner, Centiva Europe, Centiva Singapore, Centiva Hong Kong and Centiva UK. As discussed in Item 4 above, Metrica serves as a third-party sub-investment manager to provide certain portfolio management services to the Funds. As discussed in Item 5 above, Centiva has entered into an arrangement with the Strategic Investor whereby in consideration for its clients’ investment in the Funds, these clients are allocated a portion of the Incentive Allocation attributable to such Funds. This portion of the Incentive Allocation will be allocated to a special series of Units and Shares issued by the Onshore Fund and the Offshore Fund, respectively, which will be held by clients of the Strategic Investor. The existence of this economic interest may diminish the alignment of the interest of the Strategic Investor’s clients as investors in the Funds with the interests of other investors in the Funds. In addition, the Strategic Investor, itself a registered investment adviser, may have other relationships with other investment vehicles and accounts that may give rise to potential conflicts. The Strategic Investor will have no fiduciary or other duties to the Funds or other investors in exercising any of its rights. Furthermore, each of the Funds is a party to the Strategic Investor Agreement, under which a Fund could incur liability to the Strategic Investor for certain acts or omissions by such Fund constituting a breach of the Strategic Investor Agreement. The Strategic Investor Agreement (as defined in the Governing Fund Documents) also contains certain restrictive terms that may prevent the Master Fund from obtaining the most favorable pricing or other terms in a given transaction, as described in “Brokerage Practices,” below. In addition, under the Strategic Investor Agreement, the Strategic Investor’s clients will not bear their share of Pass-Through Expenses for certain periods, or the Payout Compensation of the Portfolio Management Teams, to the extent that such amounts exceed certain specified levels (measured on a periodic basis), or certain other costs and payments as described in the Strategic Investor Agreement. To the extent that any of these expenses are not borne by Strategic Investor’s clients, Centiva or another Centiva Group Entity will bear such expenses. Centiva is registered as a commodity pool operator (“CPO”) with the U.S. Commodities Futures Trading Commission (the “CFTC”) and is a member of the NFA: however, Centiva operates the Funds pursuant to CFTC Regulation 4.7, because all investors in the Funds are “qualified eligible persons.” Accordingly, Centiva is exempt from certain recordkeeping and other requirements with respect to the Funds that are otherwise applicable to registered commodity pool operators. Centiva is not required to register as a commodity trading adviser pursuant to an exemption under applicable CFTC regulations. Registration as a CPO with the CFTC and membership in the NFA does not imply a certain level of skill or training. Prospective investors are encouraged to review the Governing Fund Documents for additional

information regarding the Strategic Investor and its arrangement, including a discussion of certain additional economic, capacity, information, consent, and other rights of the Strategic Investor.

Transactions and Personal Trading Pursuant to Rule 204A-1 of the Advisers Act, Centiva has adopted a written Code of Ethics (the “Code”). The Code is designed to address and mitigate conflicts of interest and is applicable to all officers, directors, members, partners, or employees of Centiva (the “Employees”). A summary of the Code is provided below. However, a full copy of the Code will be made available to investors upon request. The Code places restrictions on personal trades by Employees, including that they disclose their personal securities holdings and transactions to Centiva on a periodic basis, and requires that Employees pre-clear most types of personal securities transactions. Centiva, its affiliates and its Employees may invest on behalf of themselves in securities that would be appropriate for, held by, or may fall within the investment guidelines of the Master Fund, subject to a pre-clearance process. All purchases in reportable securities must be held for a minimum of 30 days unless an exception is granted.

Centiva is generally responsible for placing all orders for the purchase and sale of securities for the Master Fund, however, third-party Managers are responsible for placing orders for the purchase and sale of securities in accordance with their respective mandate and subject to Centiva’s oversight. When selecting trading and other counterparties, and evaluating the performance of those counterparties, Centiva will take into account a number of factors, including price, dealer spread, commission rates, trading and technology infrastructure (including speed and reliability of execution), stock lending supply and rates, value and quality of any research, statistical, quotation or valuation services, ability to execute and process transactions with appropriate levels of confidentiality, operational processes, and the financial strength, integrity, and stability of the broker or counterparty. Notwithstanding the foregoing, the Strategic Investor Agreement contains certain terms that restrict the ability of the Master Fund to enter into any transaction with certain affiliate(s) of the Strategic Investor, without the prior written approval of the Strategic Investor. Such restrictions may prevent the Master Fund from obtaining the most favorable pricing or other terms in a given transaction. Centiva may determine in its sole discretion to seek to enter into trading arrangements or take other measures to mitigate the impact of such restrictions on the Master Fund, although there is no assurance that the terms of any final transaction will be as favorable as those offered by the Strategic Investor’s affiliate(s). Research services provided by broker-dealers may include advice, either directly or through publications or writings, as to the value of securities, the advisability of purchasing or selling securities, the availability of securities or purchasers or sellers of securities, and analyses and reports concerning issuers, industries, securities, economic factors and trends and investment strategy. Centiva may select a broker-dealer that furnishes Centiva directly or through correspondent relationships with research (including third-party research) or other services which provide, in Centiva’s view, appropriate assistance to Centiva in the investment decision-making process. Such

research or other services may include, but not be limited to: research reports on companies, industries, and securities; economic and financial data; economic surveys and analyses; recommendations as to specific securities; financial publications; computer databases; quotation equipment and services; access to hardware that cannot be otherwise accessed in certain markets; research-oriented computed software; technological solutions relating to data distribution; data center space; and other services. In some circumstances, the commissions paid on transactions with broker-dealers or merchants providing such services may exceed the amount another broker-dealer or merchant would have charged for effecting such transactions. It is currently Centiva’s policy not to engage in any formal “soft dollar” arrangements with respect to securities transactions for the Master Fund, although Centiva may choose to do so at any time in the future. If Centiva chooses to engage in such arrangements, any “soft dollar” arrangements are expected to be in compliance with Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended, and may be utilized for the benefit of the Master Fund and/or Centiva’s other accounts (including accounts that do not pay such commissions or “soft dollars”). When Centiva uses brokerage commissions (or markups or markdowns) generated by the Master Fund to obtain research or other products or services, Centiva receives a benefit because it does not have to produce or pay for such products or services. Centiva may have an incentive to select or recommend a broker-dealer based on Centiva’s interest in receiving research or other products or services, rather than on a Fund’s interest in receiving most favorable execution. “Soft dollars” may be generated in various trading activities, including, among others, agency transactions, fixed-price offerings, and over-the-counter transactions. Centiva has entered into agreements on behalf of the Funds with certain brokers-dealers that function as prime brokers on behalf of the Funds. From time to time, Centiva’s personnel may speak at conferences and programs for potential investors interested in investing in hedge funds which are sponsored by those prime brokers. These conferences and programs may be a means by which Centiva can be introduced to potential investors in the Funds. Currently, neither Centiva nor the Funds compensate prime brokers for organizing such “capital introduction” events or for any investments made by prospective investors attending such events. While such events and other services provided by a prime broker may influence Centiva in deciding whether to use such prime broker in connection with brokerage, financing and other activities of the Funds, Centiva will not commit to allocate a particular amount of brokerage to a broker-dealer in any such situation nor will it allocate any trade to the broker-dealer unless it is otherwise consistent with seeking best execution. Aggregated Trades Centiva and the other Centiva Group Entities are authorized to bunch or aggregate orders for the Master Fund with orders of other clients and to allocate the aggregate amount of the investment among accounts (including accounts in which Centiva, the other Centiva Group Entities and/or their respective personnel have beneficial interests) in the manner in which Centiva determines appropriate. When portfolio decisions are made on an aggregated basis, Centiva may, in its sole discretion, place a large order to purchase or sell a particular instrument or security for the Master Fund and the accounts of several other clients (or affiliates). Because of the prevailing trading activity, it is frequently not possible to receive the same price or execution on the entire volume of instruments or securities purchased or sold. When this occurs, the various prices may be averaged and the Master Fund will be charged or credited with the average price, and the effect of the aggregation may operate on some occasions to the disadvantage of the Master Fund. Neither Centiva nor any other Centiva Group Entity, however, is required to bunch or aggregate orders. Centiva will typically aggregate the Master Fund’s securities transactions with those of other client trades that are being made simultaneously in the same security.

Principal Transactions and Cross Trades Although not currently contemplated, the Onshore Fund and the Master Fund may in the future engage in cross transactions (i.e., buying securities from and selling securities to the account of other clients of Centiva or any other Centiva Group Entity). By virtue of entering into a Subscription Agreement, each limited partner consents to the Onshore Fund and the Master Fund entering into cross trades to the fullest extent permitted under applicable law. Centiva will only consider causing the Onshore Fund or the Master Fund to engage in a cross trade to the extent permitted by applicable law, including, if required or appropriate, by providing appropriate disclosure to and receiving the consent of a Review Committee (or an organization retained to serve as or in place of a Review Committee) or Board of Directors, as applicable. The consent of a Review Committee (or any such organization) or Board of Directors acting on behalf of the applicable Fund shall be deemed to constitute the consent of such Fund and its investors. Trade Errors Trade errors involving transactions in any account directly or indirectly held by the Master Fund or any derivatives contract or other similar agreement of the Master Fund and/or any trading vehicle (each, a “Trade Error”) may occur. Trade Errors include: (i) the placement of orders (either purchases or sales) in excess of, or less than, the amount of securities the account intended to trade; (ii) the sale of a security when it should have been purchased; (iii) the purchase of a security when it should have been sold; (iv) the purchase or sale of the wrong security; (v) operational errors such as keystroke errors in entering trades into an electronic system; and (vi) the purchase or sale of a security for the wrong account. Trades implemented as a result of faulty data, systems, coding, algorithmic programing, modeling or analysis, trades that are properly executed but result in losses, errors committed by other persons (including brokers, execution counterparties and custodians), or that are otherwise caused by human error other than those specifically described above, are not considered Trade Errors. The loss of an investment opportunity is not considered a Trade Error. Such Trade Errors may result in losses or gains. Centiva will use reasonable efforts to detect Trade Errors prior to settlement and promptly correct them. To the extent that an error is caused by a counterparty, such as a broker-dealer, Centiva may seek to recover any losses associated with such error from the counterparty. Pursuant to the exculpation and indemnification provided by the Master Fund to Centiva and its affiliates and personnel, Centiva and its affiliates and personnel will generally not be liable to the Master Fund for any act taken or failed to be taken, absent fraud, willful misfeasance, or gross negligence of such person, and the Master Fund will generally be required to indemnify such persons against any losses they may incur by reason of any act taken or failed to be taken related to the Master Fund, absent fraud, willful misfeasance or gross negligence of such person. As a result of these provisions, the Master Fund (and not Centiva) will benefit from any gains resulting from Trade Errors and other errors and will be responsible for any losses (including additional trading costs) resulting from Trade Errors and other errors, absent fraud, willful misfeasance, or gross negligence of the relevant person. Centiva will reimburse the Master Fund for losses for which Centiva is responsible under the exculpation provisions. Given the potentially large volume of transactions executed by Centiva on behalf of the Master Fund, investors should assume that Trade Errors and other errors will occur and that, to the extent permitted by applicable law and under the Governing Fund Documents, the Master Fund will be responsible for any resulting gains or losses,

even if such gains or losses result from the negligence (but not gross negligence) of Centiva’s personnel.

The Funds may appoint, from time to time in the sole discretion of the General Partner, and have appointed one or more placement agents (each, a “Placement Agent,” and, collectively, “Placement Agents”), including banks, registered broker-dealers, trust companies and others, to assist in the placement of units upon such terms as the General Partner and each such Placement Agent may agree. Placement Agents may be entitled to receive upfront commissions and/or ongoing fees from Centiva, the General Partner out of the Incentive Allocation or the Funds that are specially allocated to the accounts of the applicable limited partners. The General Partner may make such arrangements with a Placement Agent with respect to certain investors in the Funds without notice to other current or future investors, as determined by the General Partner in its sole discretion.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s or investor’s evaluation of the adviser or the

integrity of the adviser’s management. Neither Centiva nor any of its officers, directors, employees, or other management persons, have been involved in any legal or disciplinary events in the past 10 years that would require disclosure in response to this Item.

Investments within the Master Fund’s portfolio will be monitored regularly, and Centiva investment personnel will meet regularly to discuss items such as the decision logic in the algorithms, risk limits of each portfolio and platform, and execution results. Centiva will provide investors with regular reports as specified in the Governing Fund Documents. For each Fund, each investor receives audited financial statements for the Fund within 120 days after the conclusion of the Fund’s fiscal year, including audited schedules of investments, balance sheets, income statements and cash flow statements. In addition to the foregoing reports and statements, Centiva may provide individual investors or groups of investors with more frequent disclosure or provide additional information not contained in the above mentioned reports and statements, either due to legal/regulatory constraints that must be followed by some of the Funds’ investors and/or the specific needs of and requests made by certain investors.

Centiva is deemed to have “custody” of the Funds’ assets (within the meaning of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”)) because a Centiva affiliate serves as the General Partner of each Fund. Fund assets are held in custody by unaffiliated broker dealers or banks as required by and in accordance with the Custody Rule and associated guidance issued by the staff of the SEC. Investors will not receive statements from any custodians. Instead, the Funds will be subject to an annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and the audited financial statements will be distributed to each Investor. The audited financial statements will be prepared in accordance with GAAP and distributed within 120 days of each Fund’s fiscal year end.

In accordance with the terms and conditions of the Governing Fund Documents, and subject to the

direction and control of the General Partner, Centiva will generally have discretionary authority to determine, without obtaining specific consent from the Funds or its investors, the securities and the amounts to be bought or sold on behalf of the Master Fund, and to perform the day-to-day investment operations of the Master Fund.

In accordance with its fiduciary duty to clients and Rule 206(4)-6 of the Investment Advisers Act, Centiva has adopted and implemented written policies and procedures governing the voting of client securities. All proxies that Centiva receives are treated in accordance with these policies and procedures. Centiva has retained a third-party service provider as an expert in the proxy voting and corporate governance areas to assist in the due diligence process related to making appropriate proxy voting decisions related to all accounts. Centiva follows (but is not obligated to follow) the guidelines recommended by the proxy voting service provider. Centiva also utilizes the proxy voting service provider to facilitate the voting process and to provide recordkeeping with respect to how Centiva voted client proxies. Centiva attempts to identify any conflicts of interests prior to voting proxies. If Centiva determines that it or one of its employees faces a material conflict of interest in voting a proxy (e.g., an employee of Centiva may personally benefit if the proxy is voted in a certain direction), Centiva’s procedures provide for the independent third party to determine the appropriate vote. Centiva’s complete proxy voting policy, proxy voting record and procedures are available for review by Investors. Investors may obtain a copy of Centiva’s proxy voting policy or proxy voting history by contacting Centiva’s Chief Compliance Officer. With respect to class actions, Centiva will evaluate the necessity to participate in shareholder class action litigation and similar matters as they arise but will not participate in class action litigation unless it is determined it would be in the best interest of the Funds. Centiva also engages a third party to assist in identifying and processing class action litigation. This third party is compensated on a contingency basis whereby it will receive a percentage of any recovery obtained. The Funds will bear ordinary and customary expenses (i.e., receive a reduced amount of any class action proceeds), including for any such third party that is used for class action recovery services. Centiva will credit any class action settlements received for the Master Fund to the Master Fund at time of receipt.

A balance sheet is not required to be provided as Centiva (i) does not solicit fees more than six months in advance, (ii) does not have a financial condition that is likely to impair its ability to meet contractual commitments to clients or (iii) has not been subject to any bankruptcy proceeding during the past 10 years.