Cinctive Capital Management LP

A. Firm Description; Principal Owner(s) Cinctive Capital Management LP, a Delaware limited partnership (the “Investment Manager” or “Firm” or “Cinctive” or “Cinctive Capital”), provides investment advisory services on a discretionary and non-discretionary basis to collective investment vehicles organized as domestic or foreign private investment partnerships, corporations, companies and/or other entities. The investment advice provided by the Investment Manager is based on the investment objectives of each investment vehicle in accordance with its respective confidential offering memorandum (if any), investment management agreement, and governing documents (referred to collectively as the “Offering Documents”), and not on the investment objectives of each individual investor in that investment vehicle. Cinctive GP LLC, a Delaware limited liability company, is the general partner of Cinctive, and Richard H. Schimel and Lawrence J. Sapanski (“Principals”) are the sole members of the general partner and serve as Co-Chief Investment Officers (“Co-CIOs”) and are investment professionals of the firm. B. Types of Advisory Services The Investment Manager provides discretionary and non-discretionary advisory services primarily to certain private funds in master feeder structures. In this brochure, the investing entity in each master feeder structure is referred to as the “Master Fund.” Each Master Fund has a Delaware limited partnership (the “Onshore Fund”) and a Cayman Islands exempted company (the “Offshore Fund”). Together, the Onshore Fund and Offshore Fund are referred to in this document as the “Feeder Funds,” and each of them individually is referred to as a “Feeder Fund.” Collectively, the Feeder Funds and the Master Funds are referred to as the “Funds.” Unless otherwise indicated, references in this document to the investment activities of the Funds shall mean the investment activities of the Feeder Funds through their investment in the Master Fund or investments of the Master Fund. The Investment Manager and the Funds have entered into an Investment Management Agreement (the “Management Agreement”) setting forth the terms and conditions under which the Investment Manager provides its services to the Funds. Under the terms of the Management Agreement, the Funds pay the pass-through expenses related to the overhead of the Investment Manager and an annual incentive fee (or incentive allocation), both as described in the Offering Documents for the Feeder Funds. In addition to the Funds, the Investment Manager provides discretionary and nondiscretionary investment advisory services to one or more separately managed account(s) or collective investment vehicle(s) (individually, an “Account,” and collectively, “Accounts”; the Master Funds and each Account are collectively referred to in this Brochure as the “Trading Entities”). The Investment Manager has also entered into one or more subadvisory agreement(s) whereby the subadviser(s) has discretionary investment

authority subject to investment guidelines and risk parameters set by the Investment Manager. The Investment Manager has entered into investment management agreements governing the terms of the Accounts, which may involve any or all of the following terms: discretionary purchases and sales of securities, commodity interests, and other financial instruments; adherence to particular liquidity or risk-management requirements; and placing orders for the purchase or sale of investment instruments with brokers, dealers, and other counterparties that the Investment Manager or the client selects. Such advisory services are provided pursuant to the agreed-upon investment guideline terms set forth in the applicable investment management agreement. Unlike investors in a private fund, separately managed account clients may impose reasonable mandates, guidelines, or restrictions relating to investments. For example, separately managed account clients may impose limits on concentration, risk, exposure, and liquidity that may be different from those in the Funds. Separately managed account clients directly own the positions in their separately managed account or single investor private fund structure; therefore, the client will typically have full real-time transparency to all transactions and holdings in such account and may be better able to assess the future prospects of a portfolio that is substantially similar to the portfolios of the Funds. The account owners in a separately managed account or single investor private fund structure also typically has the right to withdraw all or a portion of their capital from such Account on shorter notice and/or with more frequency than the terms applicable to an investment in the Funds. All discussions of the Funds and Accounts in this brochure, including, but not limited to, their respective investments, the strategies used in managing the Trading Entities, the fees and other costs associated with an investment in the Funds and/or in one or more of the Accounts, and conflicts of interest of the Investment Manager and its affiliates in connection with the management of the Funds, Accounts, and Trading Entities, are qualified in their entirety by reference to each Feeder Fund’s and Account’s respective Offering Documents. C. Wrap Fee Program Participation Not applicable. D. Assets Under Management As of December 31, 2025, the Investment Manager had approximately 3,069,451,000 of regulatory assets under management on a discretionary basis.

Fees and Compensation As mentioned above, all responses in this Brochure, including in this Item 5, are qualified in their entirety by the terms and disclosures included in the Offering Documents of the Feeder Funds and Accounts.

A. Compensation for Advisory Services The Funds employ an expense-based pass-through model and do not pay a management fee or any other asset-based fee to Cinctive or any Cinctive affiliates. Certain Accounts are also subject to pass-through expense agreements. As described in more detail below, for the Funds and Accounts subject to the expense-based pass-through model, expenses of the Investment Manager are divided among the Funds and Accounts in accordance with Cinctive’s expense allocation policy, as further described below, and subject to the terms of the governing documents. The Investment Manager is compensated based on a percentage of assets under management for certain Accounts, including Accounts for which subadviser(s) have discretionary investment authority subject to investment guidelines and risk parameters set by the Investment Manager. As described in further detail in Item 6, the Investment Manager can collect incentive fees from all clients. In lieu of bearing pass-through Fund/Account and Investment Manager expenses, certain Fund strategy classes or Accounts (“Payor Accounts”) may be subject to a management fee and profit allocation, both of which will inure to the benefit of (i) the Fund in respect of all non-strategy class investors as the Fund strategy reimbursement and (ii) in the Investment Manager’s discretion, certain Accounts that trade pari passu with the Fund (collectively the “Payee Accounts”). The Payor Accounts reimbursement is intended to reflect a reimbursement to the Payee Accounts by the Payor Accounts of pass-through Fund and Investment Manager expenses that the Payor Accounts investors would have borne had they invested through a non-strategy class, and it will reduce the pass-through expenses borne by the Payee Accounts bearing pass-through expenses. B. Fee Deductions Pass-through expenses and incentive fees are deducted directly by the Investment Manager for the Funds and billed to the Accounts for reimbursement. In addition, and as applicable, other fees can be charged as negotiated in accordance with applicable investment advisory agreements. Where applicable, estimated pass-through expenses are generally billed to the Funds and Accounts quarterly in advance. Further, there may be a quarterly true-up of estimated pass-through expenses or refund in the event of a dissolution of the Funds or Accounts. In addition, in the event that an investor withdraws/redeems its interests/shares or the Management Agreement with the Investment Manager is terminated at any time other than at the end of a calendar quarter, the incentive fee will be computed with respect to the withdrawn interests/redeemed shares or all the outstanding shares (in the event of the termination of the Management Agreement), as the case may be, as though the withdrawal/redemption or termination occurred on the last day of the calendar quarter. C. Accounts The Investment Manager’s compensation for services provided to the Accounts is negotiable and, for certain Accounts, includes Cinctive’s overhead expenses that are

passed through and an incentive fee or incentive allocation. The Investment Manager’s compensation for services provided to Accounts managed by subadvisers generally includes a fee based on a percentage of assets under management and an incentive fee or incentive allocation. Any requirements relating to the withdrawal of assets from an Account or the termination of services provided by the Investment Manager are governed by the terms of the agreement with the client. The applicable investment advisory agreement also may describe the expenses that are the responsibility of the client. These expenses typically include brokerage commissions and other transaction costs. Item 12 below summarizes how the Investment Manager selects brokers and determines the reasonableness of their compensation. D. Expenses Most Funds and Accounts employ an expense-based, pass-through model and do not pay a management fee or any other asset-based fee to the Investment Manager or any of its affiliates. Rather, investors in such Funds are generally subject to their pro rata share of pass-through expenses. Furthermore, such Accounts also pay a pro rata share of the pass-through expenses and expenses directly attributable to the Accounts as determined by the Investment Manager in its sole discretion. The Investment Manager generally considers the respective Funds/Accounts value(s) and/or notional trading value(s) of the Funds and Accounts in determining pro rata allocations when using a pro rata methodology. Pass-through expenses can include: (i) all costs and expenses in connection with Principals and employees of the Investment Manager, including, but not limited to, employee compensation (including, without limitation, salaries and draws, guarantees, “signing bonuses,” deferred compensation, relocation expenses, internal referral payments, bonuses and benefits (both discretionary and formulaic, which also includes bonuses paid to the Principals and other investment professionals based on investment performance), retention and supplemental bonuses, retirement plan administration and matching contributions, professional employer organization expenses, professionaldevelopment related expenses, professional dues, corporate culture and brand development including team-building activities such as employee social events and related travel and holiday/special occasion gifts, expenses relating to recruiting and sponsorships for recruiting, retention and severance arrangements, security expenditures, all applicable employer paid taxes and non-competition covenant costs) paid by the Investment Manager; (ii) investment expenses and all other expenses (including, without limitation, all commissions, clearing fees, valuation and portfolio pricing, bank fees, interest charges, financing charges and 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 U.S. and non-U.S. regulatory and self-regulatory licenses and exchange memberships and making related filings (e.g., Forms 13D, 13F, 13G, and 13H); (iii) brokerage, commissions, clearing, and settlement charges, all other costs of executing transactions, interest on margin accounts and other indebtedness, borrowing costs on securities sold short, interest expenses, financing charges and externally incurred costs of establishing computer and systems connections

with the brokers and counterparties; (iv) the installation, implementation, and maintenance of order management and execution management systems and software, including internally developed systems or software; (v) the costs of trading, research, and/or data screens, as well as risk management and data services and systems (including, without limitation, the costs of utilizing and/or supporting risk-reporting technology required by consultants retained by or on behalf of institutional investors); (vi) investment research expenses (including, without limitation, technology development to optimize research, research-related travel and due diligence expenses related to research-vendor selection, and the costs of research-related publications including mass marketed periodicals or Environment, Social and Governance (“ESG”) data that may be used in our investment process); (vii) custody fees and expenses; (viii) all costs resulting from any entities used in the course of the trading and investing; (ix) the costs and fees attributable to any thirdparty proxy voting, class action, tax reclamation, or antitrust service or consultant; (x) any taxes, governmental fees, and duties payable in any jurisdiction in connection with trading or operations related to the business of the Investment Manager and/or Funds/Accounts; (xi) reimbursement for out-of-pocket organizational and initial offering costs relating to the Funds/Accounts and any strategic investments into the Funds and the Investment Manager and its affiliates (such costs to be reimbursed and amortized in accordance with the Offering Documents); (xii) depreciation, office rent, office security deposit, utilities, information systems, equipment rental, computer hardware and software, any applicable licensing agreements, remote working systems including redundant computer hardware and equipment, other overhead costs including employee perks, employee wellness programs and a portion of employee expenses that provide personal administrative support for certain employees, and the costs of general operating expenses/assets, including leasehold improvements, internet access, mobile phone expenses, servers and other data transmission lines and communications equipment used for general business purposes, furniture, and fixtures; (xiii) long-distance travel, lodging, local travel and ground transportation, transportation to/from the office, executive transportation which includes private ground transportation to/from the office, staff meals and external/internal meals, gifts, and entertainment; (xiv) general operations and administration of the Investment Manager’s business, including the expenses associated with temporary administrative support services; (xv) any service providers performing services related to the business of the Funds, the Accounts, or the Investment Manager (excluding affiliates and related parties); (xvi) due diligence expenses related to maintaining service provider relationships with the Funds/Accounts (including any travel-related due diligence costs); (xvii) costs and expenses relating to the Investment Manager’s (and its affiliates’) U.S. and non-U.S. registration, regulatory and self-regulatory filings (including, without limitation, Form PF, Form ADV, and other filings and reports the preparation and submission of which currently or in the future may be required by law), reporting, registrations, memberships, taxes, licensing and compliance (including, without limitation, costs of compliance programs, third-party compliance consultants, actual and “mock” examinations, regulatory and governmental inquiries, subpoenas, and proceedings); (xviii) all legal, accounting, auditing, and other professional services, including consulting services; (xix) tax preparation and “Partnership Representative” fees and expenses; (xx) insurance costs and premiums (including, without limitation, Errors & Omissions, Directors & Officers, cybersecurity, and general liability insurance, including for Principals, members, directors, officers, and

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Please refer to the Offering Documents for a more detailed discussion of the Investment Manager’s methods of analysis, investment strategies, and related risks. A. Methods of Analysis and Investment Strategies Cinctive Global Strategy The Investment Manager’s objective is to generate attractive absolute returns through a range of market cycles trading in the global equity markets with a focus on the liquid segments of these markets. Cinctive attempts to achieve this objective by employing a multi-manager strategy pursuant to which various portfolio managers and third-party

managers (“Portfolio Manager(s)”) (including the Co-CIOs) and their investment teams are given discretionary investment management authority, subject to certain trading restrictions and risk parameters, over their respective allocated portions of client assets. The Co-CIOs have discretion over allocations to the Portfolio Managers, as well as their trading restrictions and risk parameters, and may vary them at any time. The Co-CIOs also manage the strategy’s Overlay Strategy and may trade their own portfolios. The Overlay Strategy uses quantitative methods to optimally size positions and generally invests in assets or ideas identified by Portfolio Managers. The Portfolio Managers are generally employees of the Investment Manager or an affiliate thereof, but may also be third-party investment advisory firms that are legally separate from, and operated independently of, the Investment Manager. The Risk Committee has discretion over allocations to the Portfolio Managers. While it is expected that the Trading Entities will trade principally in U.S.-listed equity securities, the long/short equity and related investment strategies employed by the Portfolio Managers will not be limited in any respect, including, without limitation, with regard to sector, geography, or style. Multi Manager Model The Investment Manager retains a variety of Portfolio Managers to manage respective portions of the Trading Entities’ assets. The Portfolio Managers primarily engage in fundamental stock picking facilitated by the Investment Manager’s proprietary quantitative tools. Portfolio Managers typically invest in small, middle, and large market capitalization stocks in their applicable specialized sector. The Investment Manager expects that each Portfolio Manager’s team will be composed of two or three investment professionals. Notwithstanding the foregoing, the Portfolio Managers, their strategies, coverage, and team size may vary, as described herein. Investment Strategies The Portfolio Managers invest principally in global equity markets by employing a long/short investment strategy. This strategy combines long investments with short sales in the pursuit of opportunities in rising or declining markets. The Portfolio Managers may utilize a wide variety of investment sub-strategies within the long/short strategy. The following summary strategy descriptions only generically describe potential investment approaches—actual trading may be significantly more complex: Value. Long and short investments with a deep fundamental value focus based on bottomup analysis. The emphasis within this strategy is on purchasing assets at less than “intrinsic” value, as determined by a Portfolio Manager. This approach is applicable across all sectors, as growth-oriented companies are just as likely to be mispriced as their more mature counterparts. While valuation is typically the driving force behind an investment, catalysts are also considered. The typical investment can be one year or more, as multiple reporting periods are often required for market expectations to shift.

Event-Driven. Long and short investments that are initiated around a particular event that often acts as a catalyst. Events can include, but are not limited to, mergers and acquisitions, corporate restructurings, earnings announcements, strategy shifts, management team changes, and related situations. While a particular catalyst is generally the critical component of the investment decision, valuation is often also taken into account. Trading. Long and short investments based on near-term technical factors. Position drivers can include, among other things, price action, shifts in volatility, and changes in volume. Systems are sometimes used to help identify potential trades. Fundamental data can be part of the overall process but is less often the basis of particular trades. The turnover of investments can be very high, ranging from intraday to several months. Sector Focus. Long and short investments that may be a combination of the abovementioned strategies but that are wholly dedicated to a specific sector. Certain sectors can be heavily influenced by regulatory, technical, demographic, political, and/or economic risk, among others. As a result, a Portfolio Manager’s particular sector expertise may create additional investment edge. Arbitrage. Arbitrage strategies traditionally involve minimal net investment (although there is some margin or collateral that must be posted) by shorting a position and using the funds to purchase a similar or proxy position. Arbitrage strategies employed on behalf of the Trading Entities may include, but are not limited to, arbitrage of different securities of the same company, where the Investment Manager will buy a warrant and sell the underlying stock or vice versa, because of perceived mispricing. Another arbitrage strategy is merger arbitrage, where the Investment Manager buys the stock of a new company resulting from a merger transfer and sells the stock of the acquiring company. Portfolio Managers may not be limited with regard to the markets (either by geography or asset class) in which they invest or the investment discipline that they employ. The Portfolio Managers may utilize a wide range of financial instruments, as described below. The Investment Manager has complete discretion to select and allocate capital among investment strategies (whether long/short or otherwise) and Portfolio Managers. Strategies employed on behalf of the Trading Entities may differ in terms of, without limitation, style, asset class, geography, concentration, leverage, or exposure. Each Portfolio Manager has full discretion to manage its allocated capital within investment and risk guidelines agreed to in advance between the Investment Manager and such Portfolio Manager. The Trading Entities may retain a significant amount of cash or cash equivalents for hedging or risk management purposes or to preserve future investment opportunities. Overlay Strategy The Co-CIOs also directly manage a substantial portion of the Trading Entities’ capital through an Overlay Strategy. In managing the Overlay Strategy, the Co-CIOs may trade

their own portfolios and/or allocate capital to specific Portfolio Managers or ideas generated by Portfolio Managers. Quantitative Strategies One or more of the Portfolio Managers may employ certain quantitative investment strategies. This objective is pursued using quantitative computer-driven trading models that utilize both technical and fundamental information, quantitative analysis, fundamental analysis and macroeconomic and return forecasting. These strategies are developed and managed using statistical computer models to assist in the selection of specific securities to buy and sell. The strategies are traded daily, as well as intraday, with certain strategies possibly considered “high-frequency.” These computer models are further used to facilitate the construction of a mathematically optimized portfolio comprised of individual trading strategies to further control the risk of these strategies. Applicable to the Cinctive Global Strategy Financial Instruments The Trading Entities 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 (including any over-the-counter (“OTC”) 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, credit default swaps, collateralized loan obligations, credit derivatives of all types, bespoke loan securitizations, mineral interests, exchange-traded funds (“ETFs”), exchange-traded notes, master limited partnerships, royalty trusts, mortgage securities, mortgage loans and real estate investment trusts (“REITs”), repurchase agreements, reverse repurchase agreements, securities lending and hypothecation agreements, counterparty agreements, financial and commercial agreements, contracts and undertakings, bespoke and index tranched and untranched credit products, synthetic instruments and instruments accessing related indices, all other forms of investment, and any other such instrument to effectuate their investment strategies. The Trading Entities invest on both a cash and synthetic basis and take short positions for both speculative and hedging purposes. Leverage The Investment Manager uses substantial leverage in connection with its investments. Leverage may take the form of trading on margin, synthetic borrowings, or holding derivative or structured financial instruments that are inherently leveraged, as well as entering into other forms of direct or indirect borrowing. While the Investment Manager maintains internal guidelines regarding the Trading Entities’ use of leverage, the Trading Entities may not be subject to any borrowing limitations imposed by the Articles of Association or the Investment Management Agreements.

Risk Management As part of the Investment Manager’s risk management program, it will subject each Portfolio Manager to specific guidelines, including net market exposure, position size, geography, market capitalization, liquidity, and the overall investment universe in respect of his or her portfolio. Portfolio Managers will generally be subject to additional limitations on drawdowns and concentrations. Such guidelines and limitations may evolve over time at the Investment Manager’s discretion based on the Investment Manager’s view of market conditions, the Trading Entities’ overall portfolio and the Portfolio Manager’s past or potential performance. The Investment Manager has established risk policies and procedures and built a proprietary system that permits it to monitor risk data on a virtually real-time and ongoing basis, on both a Portfolio Manager level and on a Fund- or Account-wide basis. The Investment Manager monitors a variety of risk parameters, including Portfolio Manager trading data, Sharpe Ratios, beta correlations, value at risk, market factors, exposure levels, and liquidity. These parameters inform the subjective risk management judgments of the Co-CIOs and the Chief Risk Officer. Currency Hedging The Master Fund or Accounts may invest in financial instruments denominated in currencies other than the U.S. dollar. However, the Master Fund and Accounts value their financial instruments in U.S. dollars. Consequently, the Master Fund and Accounts may be subject to the currency exchange risk and/or the currency exchange rate hedging costs of such non-U.S. dollar denominated investments. The Master Fund and Accounts may hedge any such exchange-rate exposure on its non-U.S. dollar denominated investments to the extent the Investment Manager determines it advisable. B. Risk of Loss Given the speculative trading in which the Investment Manager engages, there can be no assurance that the strategies will be successful or that clients will avoid substantial losses. The investment strategies employed by the Portfolio Managers present significant risks that investors should carefully consider in consultation with their financial, legal, and tax advisers prior to deciding to invest in the Funds or an Account. Acquiring an interest in a private investment fund involves a number of risks, including complete loss of investment. Such investments are speculative and not intended as a complete investment program. They are designed for sophisticated investors who fully understand and are capable of bearing the risk of loss of their investment. Cinctive makes no guarantee or representation that the Funds will achieve their investment objective or that investors in the Funds (or Accounts) will not experience a loss of their capital in its entirety. The investment strategies used on behalf of the Funds entail substantial risks, including, but not limited to, those listed below. Further risk factors are listed in the confidential governing documents of the Funds. Cinctive also anticipates that any additional client accounts that it manages will be subject to some or all of the risks set forth below.

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As noted previously in Item 4, the Firm provides discretionary and non-discretionary investment management services to the Funds. Each Feeder Fund invests substantially all of its assets through a “master-feeder” fund structure in, and are shareholders of, the Master Fund. Generally, the Feeder Funds require a minimum initial investment of $5 million, which may be waived at the Investment Manager’s discretion. Investors may also under certain circumstances invest directly into the Master Fund. Other investment vehicles may be formed in the future to invest in the Master Fund. The Investment Manager also provides services to the Accounts, which are large institutional clients. The Accounts will generally trade pari passu in the same strategies and instruments as certain Funds pursuing similar strategies, but Accounts have materially more advantageous investor liquidity, position transparency, and/or access to Cinctive personnel, as well as other terms. The beneficial owner of an Account may generally

terminate its agreement with the Investment Manager at any time, for any reason or for no reason, and such termination would likely require the liquidation of the positions in the Account. Such liquidations could have adverse effects on the relevant Fund. Accounts are subject to the conditions negotiated in the relevant Investment Management Agreement with each client. All terms and conditions surrounding those accounts are developed on a case-by-case basis. The Investment Manager may in its discretion manage Accounts with different objectives, higher or lower fees, and different fee structures than the Funds. Cinctive may sponsor, manage, or advise other accounts in the form of other privately offered funds, investment vehicles, or separately managed accounts. Any such additional accounts may be managed according to strategies or exposure targets that are similar to or materially different from the Funds, and they may invest alongside the Funds. Certain additional accounts may only be exposed to the strategies of certain investment teams or may be more or less heavily weighted to certain investment teams. Any such differences likely will result in differentiated performance of those accounts from that of the Funds. The trading of such other accounts may follow a substantially similar investment program as the Funds or overlap in terms of specific investments, but may be structured with different expense, compensation, and liquidity terms than the Funds or may afford their investors or account holders more transparency to all or a portion of their strategies, exposures, or portfolios than is afforded to the investors in the Funds. Co-Investment Opportunities From time to time the Investment Manager may offer certain parties opportunities to coinvest in certain investments alongside the Funds. The Investment Manager will not be obliged to offer any particular co-investment opportunity (or portion thereof) to any particular investor. The amount of each co-investment opportunity allocated to participating co-investors will be determined by the Investment Manager. The Investment Manager may charge pass-through expenses, management fees, and/or performancebased compensation on any such co-investment offered, or it may elect to offer any such co-investment on a reduced or no fee basis.

The Investment Manager can collect performance-based fees (also referred to as “incentive fees” or “profit allocations”) from all clients. Cinctive has in the past and may in the future waive the collection of incentive fees from employees and other related persons who may invest in the Funds and may waive the fee for other investors in the future in its sole discretion. Cinctive may also direct incentive fees that it is entitled to collect to subadvisers to serve as portfolio manager compensation. Incentive compensation will be negotiated on a case-by-case basis with Accounts. At present, the Firm does not advise any clients who do not pay incentive-based compensation. As such, there are no conflicts with regard to the side-by-side management of accounts with incentive-based compensation and those without. However, the amount of incentive-based compensation and employee variable compensation may vary by Fund or Account. Cinctive has a potential incentive to allocate limited investment opportunities to, or make other determinations that consider, the Fund or Accounts from whom the greatest incentive-based compensation could be earned. As a result of a seed capital agreement, Cinctive will be subject to a revenue share of performance-based fees due from certain Funds or Accounts. Incentive fees charged on a performance basis may encourage Cinctive to make riskier, more speculative investments than it would otherwise in the absence of such agreed-upon terms. Finally, incentive-based compensation is based in part on unrealized gains and losses, so the Investment Manager has an incentive to inflate the value of Fund and Account assets through fair valuation determinations. Despite the presence of these conflicts of interest, the Investment Manager seeks to act fairly when valuing client assets and allocating investment opportunities. The Investment Manager maintains written valuation and allocation policies and procedures. Current and prospective clients and investors are invited to discuss these policies and procedures with the Investment Manager.

The General Partner of the Onshore Funds is an affiliate of the Investment Manager and under common control with the Co-CIOs. Certain investment personnel engage in outside business activities that could give rise to the appearance of or create actual conflicts of interest for the Firm and its clients. In carrying out these outside business activities, investment personnel will use Cinctive systems and resources on a limited basis to support such outside business activities. While Cinctive does not incur additional expenses associated with an employee’s use of such systems/resources for these activities, the expenses for these systems and resources have been and will continue to be passed through to clients. The compliance team reviews outside business activities for potential conflicts of interest. Cinctive may cooperate and assist certain Portfolio Managers who wish to depart Cinctive and start their own investment management firms (any such event, an “Externalization Event”). Such assistance may include providing “seed capital” to the externalized Portfolio Manager. Cinctive may offer holders of certain Interests in the Funds the right of first offer to invest in each such Other Cinctive Clients (although Cinctive may also determine to offer

such investment opportunities to others). Cinctive may “seed” or otherwise invest in externalized Portfolio Managers with Fund/Account capital, and may receive “seed” or other “GP economics” in exchange for such investments (with the respective Fund/Account receiving the corresponding GP economics).

Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading A. Code of Ethics and Personal Trading The Investment Manager is responsible for managing the portfolios of the Trading Entities. The Investment Manager and its employees may, from time to time, engage in activities, including financial advisory activities, that are independent from and, from time to time, conflict with those of the Funds and Accounts. When the Investment Manager determines that it would be appropriate for more than one of the Funds or Accounts to participate in an investment opportunity, the Investment Manager will seek to execute orders for all the participating accounts in a manner it considers fair, reasonable, and equitable. In addition, situations may occur where one or more of the Funds or Accounts could be disadvantaged because of various activities conducted by the Investment Manager. These situations may be based on, among other things, the flexibility of the Investment Manager’s employees to participate in an investment opportunity in a company for which the Investment Manager or its employees may possess non-public information. To avoid any potential conflicts of interest involving the misuse of material non-public information or personal trading for the benefit of the Investment Manager or its employees, the Investment Manager has adopted a written Code of Ethics (the “Code”) intended to address and avoid potential conflicts of interest as required by Rule 204A-1, promulgated under the Advisers Act. Rule 204A-1 requires that the Investment Manager adopt a written code of ethics that sets forth a standard of business conduct and compliance with federal securities laws by all of its employees. The Code contains policies and procedures intended to ensure that trading of securities and commodity interests by employees of the Investment Manager for their personal accounts is conducted in such a manner as to avoid actual or potential conflicts of interest or any abuse of an individual’s position of trust and responsibility. In general, the Code restricts the types of securities and commodity interests that an employee may purchase or sell for his or her own account without the prior written approval of the Investment Manager’s Chief Compliance Officer (“CCO”) or his delegee. The Code also prohibits an employee from participating in a private placement without the prior written approval of the CCO or his delegee and requires periodic reporting of employees’ personal securities and commodity interest transactions and holdings. The Investment Manager’s investment research process often includes, without limitation, contacting executive-level officers or directors of a company or personnel that are affiliated with other investment advisers and/or private funds, and at times these individuals may also be investors in the Funds. These relationships and research methods present

conflicts of interest. However, the Investment Manager maintains a “restricted list” that is designed to prevent Trading Entities and employees from engaging in insider trading. The Investment Manager also trains employees on material non-public information and corresponding policies and procedures. In certain circumstances, the investment research process may result in Investment Manager’s receipt of material non-public information which may restrict our ability to make investments that otherwise would be in one or more Funds’ or Accounts’ interests. The Code of Ethics is available upon request to clients by contacting Cinctive at the address or telephone number listed on the Cover Page of this document. B. Participation or Interest in Client Transactions Cinctive’s staff (either directly or through investment vehicles) (“Cinctive Parties”) may invest in the same securities (or related securities) that Cinctive trades for its clients, including private securities. This can present a conflict of interest if, because of the information an employee has, the employee is in a position to trade in a manner that could adversely affect clients (e.g., place his or her own trades before or after client trades are executed in order to benefit from any price movements due to the clients’ trades). Cinctive Parties may make investments in opportunities the Funds invest in after the Funds have exhausted their desired allocation. In addition to affecting the individual’s objectivity, these situations may give rise to scenarios where Cinctive Parties invest in securities of an issuer in which the Funds have an existing investment or make a future investment, giving rise to potential conflicts of interest. Certain investments by Cinctive Parties are subject to preclearance by the CCO or his delegee and are evaluated on a case-by-case basis for potential conflicts. C. Side Letters Subject to applicable law and the provisions of the Offering Documents, Cinctive and/or the Funds have and may in the future negotiate and enter into letter agreements or other similar agreements (collectively, “Side Letters”) permitting certain investors to acquire interests/shares on more favorable terms than other investors. Except as required by applicable law, Cinctive will not be required, and generally does not intend, to notify any or all of the other investors of any such Side Letters or any of the rights and/or terms or provisions thereof, and Cinctive will not be required to offer such additional and/or different rights and/or terms to any or all of the other investors. D. Cross Trades and Principal Trades As is consistent with its duty to seek to obtain best execution, the Investment Manager may cause a Trading Entity to purchase securities from or sell securities to one or more Trading Entity when the Investment Manager believes these transactions are in the interests of both Trading Entities. The Investment Manager generally utilizes “cross” trades as part of the rebalancing process or in client account transitions to align client’s capital with target position sizes determined by the Investment Manager. The Investment Manager will receive no compensation from or for causing a Fund or Account to engage

in any cross -trades. All accounts participating in rebalancing trades are generally charged a fee by the prime broker for completing the trades. To the extent that cross trades may be viewed as principal transactions due to the ownership interest in Trading Entities by Cinctive or its personnel, Cinctive will comply with the requirements of Section 206(3) of the Advisers Act. Given the restrictions imposed by ERISA on engaging in cross trades, should the Investment Manager have any ERISA accounts, such accounts would not be included in cross trades even where the Investment Manager could achieve reduced transaction costs for its clients by doing so. Accounts can revoke their consent to execute cross trades without penalty at any time by written notice to the Investment Manager.

A. Broker/Counterparty Selection The Investment Manager has no internal brokerage allocation requirements designating specific percentages of brokerage commissions to any particular firm. It is the Investment Manager’s policy to select brokers or counterparties (as defined below) to execute transactions in a manner that is consistent with the best interests of the Funds and Accounts, and to employ trading processes that attempt to maximize the value of a Trading Entity’s portfolio within the relevant Fund’s or Account’s stated investment objectives and constraints. The Investment Manager’s senior personnel involved in order execution are responsible for carrying out these responsibilities. These staff members evaluate sufficient factors to support making a reasonable assessment of the broker-dealer’s or counterparty’s likely performance, considering, as deemed appropriate, the factors listed below and/or other comparable factors. Please note that the factors identified below are intended to be illustrative rather than exclusive; all or even a majority of the factors may not be relevant in evaluating a particular broker-dealer or counterparty, and a broker or counterparty will not be excluded from receiving business because it has not been identified as satisfying a particular factor or factors below. Further, one trader may weigh these and other factors differently from another trader in determining which executing broker and/or counterparty may offer best execution for a particular transaction, series of transactions, or type of transaction. As a result, it is possible that one trader may consider using a broker or counterparty for a particular type of transaction while another trader would not consider using the same broker or executing counterparty for the same or similar types of transactions. Moreover, some of these factors will be more relevant to certain types of securities, or orders, or in certain circumstances. •

Trading expertise. The ability of the broker or counterparty to: o complete trades; o execute and settle difficult trades (e.g., large or small trades); o obtain liquidity to minimize market impact and accommodate unusual market conditions; o maintain anonymity; and

o account for its own trade errors and correct them in a satisfactory manner. •

Infrastructure and financial strength/stability. The infrastructure and financial background of the broker or counterparty, including its: o order-entry systems; o adequate lines of communication; o timely order execution reports; o the efficiency and accuracy of the clearance and settlement process; o creditworthiness; and o capacity to accommodate unusual trading volume.

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Ability to minimize trading costs. The ability of the broker or counterparty to minimize total trading costs while maintaining its financial health, such as whether they can: o maintain and commit adequate capital when necessary to complete trades; o respond during volatile market periods; and o minimize the number of incomplete trades.

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Ability to provide research and execution services. The broker’s or counterparty’s ability to provide research and execution services, including: o advice as to the value or advisability of investing in or selling securities; o analyses and reports concerning matters such as companies, industries, economic trends, and political factors; o providing access to offerings or investment opportunities; or o services incidental to executing securities trades, including clearance, settlement, and custody, if applicable.

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Ability to accommodate special transaction needs. The broker’s or counterparty’s ability to provide services to accommodate special transaction needs, such as the ability to: o execute and account for soft dollar arrangements; o participate in secondary share offerings; and o participate in initial public offering shares.

Generally, in selecting counterparties to execute transactions, the Investment Manager will consider the same selection criteria set forth above for broker-dealers and may make reasonable inquiries into the counterparty’s financial condition to prevent jeopardizing Trading Entity assets. For purposes of this document, the term “counterparties” means entities that are used to buy and/or sell financial instruments in transactions that have nonstandard settlement periods. Transactions in repurchase agreements, reverse repurchase agreements, dollar rolls, stock borrowing, stock lending, futures contracts (exchanges involved), currency forwards, bond forwards, options, and swaps typically involve the use of “counterparties.” The Investment Manager need not solicit competitive bids when selecting brokers and counterparties and does not have an obligation to seek the lowest available commission cost, although the Investment Manager will make a good faith determination that the

amount of commissions paid is reasonable in relation to the products or services provided by a broker. Commission rates are generally negotiable, and selecting brokers and counterparties on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. The Investment Manager maintains an approved list of broker-dealers and counterparties (including futures commission merchants) through which the Investment Manager effects transactions. The execution quality of brokers and counterparties on the approved list is assessed quarterly by the Investment Manager’s Execution Committee (the “Execution Committee”). B. Soft Dollars The Investment Manager utilizes “soft dollars” to pay for research and brokerage products or services that it reasonably believes satisfy the definition of “research” or “brokerage” under Section 28(e). Section 28(e) is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain certain research and brokerage services in connection with the investment decision-making process. The soft dollar services obtained by Cinctive normally benefit multiple clients, including those whose commissions were not used to purchase the services. Certain clients may not generate any soft dollar commissions but will still benefit from the soft dollar services. As a result, those clients who provide the Investment Manager with the ability to generate soft dollar commissions effectively subsidize those clients who do not generate soft dollar commissions. In addition, a Fund may benefit from soft dollar services after an investor, who was invested in a Fund at the time such soft dollars were earned, has fully withdrawn from the Fund. Where a product or service provides both research and non-research assistance to the Investment Manager, a portion of the cost of the product or service, based upon a reasonable allocation between the two types of uses, may be paid for with “soft dollars.” In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of the Investment Manager’s allocation of the costs of such benefits and services between those that primarily benefit the Investment Manager and those that primarily benefit the Funds or Accounts. The Funds and Accounts pay broker-dealers commissions (or markups or markdowns with respect to certain types of transactions) for effecting Trading Entities’ transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the brokerdealer. The Investment Manager’s receipt of soft dollar benefits presents a potential conflict of interest because the Investment Manager is effectively using client assets to pay for research or brokerage that the Investment Manager or its clients might otherwise have to purchase. Cinctive participates in “client commission arrangements” pursuant to which Cinctive would execute transactions through a broker-dealer and request that the broker-dealer allocate

a portion of the commissions or commission credits to another firm that provides research and other products to the Adviser. Cinctive only receives products or research under these arrangements to the extent that such research or products are eligible under Section 28(e) and applicable regulatory interpretations. The proportion of the product or service attributable to assisting Cinctive in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by client transactions. Research services within Section 28(e) used within the last fiscal year include, but are not limited to: research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts, including legal analysts and advice to the extent that the legal advice relates to a particular investment or investment strategy (e.g., legal advice relating to the possibility that legal anti-trust issues could impact a proposed merger arbitrage trade or the likelihood of success of litigation by third parties against a company in which a Trading Entity has invested); meetings with corporate executives; consultants’ advice on portfolio strategy; expert network consultations; data services (including services providing market data, company financial data, and economic data); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) used within the last fiscal year include, but are not limited to, services related to the execution, clearing, and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an Investment Manager and a broker-dealer and other relevant parties such as custodians); trading software operated by a brokerdealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; posttrade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms, or trade affirmations. Periodically, the Investment Manager considers the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and it attempts to allocate a portion of the brokerage business of its Trading Entities based on that consideration. The Investment Manager engages certain non-discretionary third-party consultants for the use of proprietary software, research, or other services. Compensation to these consultants may be based on the success of their ideas, and certain operating expenses related to these relationships may be paid with “soft dollars” or directly by the Trading Entities, Feeder Funds, or Accounts. or Research and brokerage services obtained using commissions arising from a Trading Entity’s portfolio transactions may be used by the Investment Manager in its other investment activities. The Trading Entities may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided in consideration of the “soft dollars” generated by the Trading Entities’ trading.

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Cinctive engages placement agents to assist in the distribution of its products. In certain instances, these placement agents may be non-U.S. persons or entities. Cinctive compensates these placement agents through fees that are typically borne by clients as a pass-through expense. The use of placement agents creates a conflict of interest, as the agents have a financial incentive to recommend Cinctive's products. Cinctive mitigates this conflict by ensuring that all placement agents are subject to due diligence and are required to adhere to applicable compliance policies and procedures. Cinctive seeks to ensure that agreements with placement agents comply with applicable laws and regulations, including those governing the use of placement agents in the jurisdictions where Cinctive operates. Cinctive maintains records of all compensation arrangements with placement agents and provides disclosures as required by law. In addition, as noted in Item 12, from time to time, the Investment Manager's personnel may speak at conferences and programs which are sponsored by the prime brokers for potential investors considering an investment in hedge funds. These conferences and programs may be a means by which the Investment Manager can be introduced to potential investors in the Feeder Funds and Accounts. Currently, neither the Investment Manager nor the Feeder Funds or Accounts compensate the prime brokers specifically for organizing these “capital introduction” events or for any

investments ultimately made by prospective investors attending those events (although any of them may do so in the future). While those events and other services provided by a Prime Broker may create a conflict of interest and may influence the Investment Manager in deciding whether to use the Prime Broker in connection with brokerage, financing, and other activities of the Funds and Accounts, the Investment Manager will not commit to allocate a particular amount of brokerage to a broker-dealer in any of these situations.

Previously, the Co-CIOs of Cinctive were the co-principals and co-founders of Diamondback Capital Management, LLC (“Diamondback”). On January 18, 2012, the SEC filed a civil complaint against several defendants, including Diamondback, alleging violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and Section 17(a) of the Securities Act of 1933, as amended (the “Securities Act”). On January 20, 2012, Diamondback entered into a settlement agreement with the SEC pursuant to which Diamondback agreed, among other things, to be permanently enjoined from violating, directly or indirectly, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and Section 17(a) of the Securities Act. On January 23, 2012, Diamondback entered into a non-prosecution agreement with the U.S. Attorney for the Southern District of New York (the “U.S. Attorney’s Office”) relating to these same allegations. Neither the Co-CIOs nor any of the current employees of Cinctive were charged in connection with the foregoing matters, nor was any such person named in any other litigation initiated in connection therewith. In 2016, a U.S. district judge agreed to vacate the prior judgment against Diamondback. The SEC and U.S. Attorney’s Office subsequently agreed to set aside the settlement and returned to Diamondback substantially all of the amounts previously paid by Diamondback under the settlement agreement and a related civil investigation.

The Co-CIOs allocate capital only to investment management staff. The Co-CIOs and certain staff of the Investment Manager monitor on a real-time basis the profit-and-loss of each account. Additionally, the Co-CIOs generally receive reports on a daily basis that generally include the exposure(s) and profit-and-loss of each account for which trading discretion is exercised. The Investment Manager’s Risk Committee, which includes the Co-CIOs and certain members of the Investment Manager’s trading and non-trading staff, also meets periodically to review profit-and-loss and exposure information, among other categories of data relating to the Trading Entities. On a monthly basis, each investor receives an account statement, transparency report, and other applicable reporting. On a quarterly basis, each investor receives an investor letter. In addition, as outlined below, all investors will receive a copy of the audited financial statements on an annual basis.

With the exception of privately offered securities, all Fund assets are held in custody by unaffiliated broker/dealers or banks acting in the capacity as qualified custodians. The Trading Entities utilize brokers not affiliated with the Investment Manager to custody their assets. Accordingly, each Trading Entity maintains accounts at the prime brokers in that Trading Entity’s name, through which the Trading Entity executes trades, borrows funds in connection with trades, clears and settles its securities transactions, and maintains custody of its securities. The Feeder Funds’ unencumbered cash is held in a custodial account. The custodian may also hold certain collateral of the Trading Entities and some of their respective counterparties with respect to certain of the Trading Entities’ OTC trades. The Trading Entities reserve the right to change their respective brokerage and custodial arrangements (including using additional prime brokers and custodians or terminating the services of any of the prime brokers or the custodian) without prior notice to and without the consent of investors. Notwithstanding the foregoing, the General Partner’s role as general partner to the Funds enables Cinctive’s personnel to access Fund assets, and Cinctive has developed procedures that ensure the safeguarding and protection of the assets. Such procedures include, among other things, the separation of functions and dual signatory approvals for the movement of the Funds’ capital. The Funds are subject to an annual audit, and the audited financial statements are distributed to each Investor. The audited financial statements are prepared in accordance with generally accepted accounting principles, are intended to be issued with an unqualified opinion, and are distributed to Investors within 120 days of the Funds’ fiscal year end. In addition, the Administrator, a third party not affiliated with the Investment Manager, is required to provide investors in the Feeder Funds (and may be required to provide investors in the Accounts) directly with periodic account statements. Investors should carefully review the account statements they receive from the Administrator. In addition, the Investment Manager urges investors to compare the account statements they receive from the Administrator with any statements they receive from the Investment Manager.

For those Funds and Accounts where Cinctive has investment discretion, the Investment Manager buys and sells securities, commodity interests, and other instruments for the Feeder Funds through the Master Fund, and for the Accounts through other Trading Entities, on a discretionary basis in a manner consistent with each Feeder Fund’s and Account’s investment objectives and restrictions, as set forth in the Offering Documents of each Feeder Fund and Account. The Investment Manager is authorized to make the following determinations in accordance with each Feeder Fund’s and Account’s respective objectives and restrictions without obtaining prior consent from the Feeder Funds, Accounts, or their respective investors: (1) determining which securities, commodity interests, or instruments to buy or sell; (2) determining total amount of securities, commodity interests, or instruments to buy or sell; and (3) selecting the executing broker or dealer for any transaction. For those Funds and Accounts where Cinctive has investment discretion, the Investment Manager is authorized to determine the broker or dealer to be used for each securities transaction on behalf of the Trading Entities. The Investment Manager seeks to obtain the best execution regarding brokerage commissions in securities transactions for the Trading Entities. The response to Item 12 includes a non-exhaustive list of criteria the Investment Manager considers in selecting brokers and counterparties. Also as mentioned in the response to that Item, the Investment Manager need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost, although the Investment Manager will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker. For the Funds and Accounts where Cinctive maintains discretionary authority but delegates some or all of the day-to-day investment activity to a subadviser, the subadviser is subject to investment guidelines set forth in the respective subadvisory agreement.

A. Proxy Voting The Investment Manager provides discretionary investment advisory services to and invests the assets of certain of the Trading Entities in securities issued by public and private issuers. The Investment Manager has authority to vote proxies relating to those securities on behalf of the Trading Entities. For non-discretionary Funds and Accounts, the unaffiliated third-party investment adviser accepts discretionary authority, including proxy voting authority. The Investment Manager’s general policy is to vote proxy proposals, amendments, consents, or resolutions relating to client securities, including interests in private investment funds, if any (collectively, “proxies”), in a manner that serves the best interests of the Funds and Accounts, as determined by the Investment Manager in its discretion, and taking into account relevant factors, including, but not limited to: the impact on the value of the securities; the anticipated costs and benefits associated with the proposal; the effect on liquidity; and customary industry and business practices.

The Investment Manager is not required to vote every proxy, and abstaining from voting proxies should not necessarily be construed as a violation of the Firm’s fiduciary obligations. Under certain circumstances, the Investment Manager will abstain from voting specific proxies if it determines that doing so is in the best interests of the clients. For example, the Investment Manager generally will abstain from voting proxies where (i) clients no longer hold the securities at the time of the vote (whether or not they held them on the record date of the vote), (ii) the Investment Manager, on behalf of clients, has a net short position in such issuer, (iii) if the Investment Manager or its related persons has a board seat, or (iv) the proxy involves “share blocking” or similar measures that could limit the Investment Manager’s ability to sell the affected security during a blocking period. The Firm should at no time ignore or neglect its proxy voting responsibilities. However, there may be times when refraining from voting is in the best interests of the Trading Entities, such as when the Investment Manager’s analysis of a proxy reveals that the cost of voting the proxy may exceed the expected benefit to the Trading Entities. Because we do not feel it is in our clients’ best economic interests, the Investment Manager also does not anticipate attempting to recall shares that have been lent or rehypothecated in order to participate in proxy voting. The CCO or his delegee will reasonably try to assess whether the Firm is subject to any material conflict of interest in connection with proxies. If it is determined that a conflict of interest is material, one or more methods may be used to resolve the conflict, including: disclosing the conflict to the relevant client and obtaining its consent before voting; suggesting to the relevant client that it engages another party to vote the proxy on its behalf; consulting with an unaffiliated third-party (e.g., a proxy voting service) to recommend a vote with respect to the proxy based on application of the policies set forth herein; or such other method as is deemed appropriate by the Investment Manager under the circumstances given the nature of the conflict. So long as there are no material conflicts of interest identified, the Firm will seek to vote proxies according to the policy set forth above. The Investment Manager has engaged a third-party advisory firm to assist in the administration of its proxy voting responsibilities. A review and agreement of general voting guidelines and policies have been established between the Investment Manager and the proxy advisory firm. The Investment Manager also periodically reviews the proxy advisory services’ voting guidelines and processes. The proxy advisory firm pre-populates each client’s votes with the proxy advisory firm’s recommendations and automatically submits the Investment Manager client’s votes. Pre-population and automated voting generally occur prior to the submission deadline for proxies to be voted at the shareholder meetings, and the Investment Manager relies on the proxy advisory firm to ensure soliciting materials that are received close to the submission deadline are incorporated into voting recommendations and the Investment Manager client’s votes. The Investment Manager will generally vote in line with the recommendations of the advisory firm in accordance with its voting guidelines and recommendations. Should a situation arise where the Investment Manager believes that voting in a manner other than agreed upon in the guidelines, or abstaining from a vote, is in the best interest of its clients, the Investment Manager will

exercise its discretion to vote or abstain accordingly. Finally, subadvisers are required to have a proxy voting policy and vote proxies further to the applicable subadvisory agreement. Clients may request a copy of the proxy voting policy or information with respect to a specific client proxy vote, at no cost. Please feel free to contact the Investment Manager by email at compliance@cinctive.com. Separately managed accounts may also contact the Investment Manager to revoke all discretionary proxy voting authority or revoke voting authority for a particular proxy solicitation. B. Class Action Administration In addition to voting proxies, the Investment Manager may participate in class actions involving issuers (and antitrust matters) in which the Trading Entities held positions during the relevant class period. The Investment Manager engages a third party to track securities class actions and file proofs of claim on behalf of the Trading Entities. Such third party is compensated on a contingency basis where it receives a percent of the recovery. The Trading Entities absorb the cost by receiving a reduced settlement amount when a third party is used. Any recovery amounts will be distributed to the applicable Funds or Accounts at the time the recovery amounts are received from the settlement agent. If a Fund has already been liquidated before recovery amounts are received, the Investment Manager will make reasonable efforts to identify and deliver funds to eligible investors which the Investment Manager believes are material. In the event investors cannot be identified, the Investment Manager will distribute the proceeds in a manner it otherwise deems reasonable. C. Tax Reclamation The Investment Manager engages a third party to track and process claims for tax reclamations. Such third party is compensated on a contingency basis where it generally receives a percent of the recovery. The Trading Entities absorb the cost by receiving a reduced amount when a third party is used. Any such reclamations will be distributed to the applicable Funds or Accounts when they are received.

As of the date of this document, and to the knowledge of the Investment Manager, no financial condition exists that would be reasonably likely to impair the Investment Manager’s ability to meet its contractual commitments to the Funds or Accounts.