Holocene Advisors, LP

General Description of Advisory Firm Holocene Advisors, LP (“Holocene” or “we”), a Delaware limited partnership, was founded by J. Brandon Haley in 2016 as an investment advisory firm to provide services to private investment funds. Holocene operates out of an office in New York, New York. Holocene serves as the investment manager to several private investment funds (collectively, as defined below, the “Holocene Funds”), and in this role, we have full discretionary trading authority for each fund. We provide portfolio management services to the Holocene Funds in accordance with the investment objectives and guidelines set forth in the confidential offering memorandum for each fund for which interests are offered to investors (each, a “Memorandum”). The Holocene Funds Holocene provides investment advisory services to the following Holocene Funds: The Holocene Advisors Funds. Holocene Advisors Master Fund Ltd. (the “Master Fund”), Holocene Advisors Fund LP (the “U.S. Feeder Fund”) and Holocene Advisors Offshore Fund Ltd. (the “Offshore Feeder Fund”; together with the U.S. Feeder Fund, the “Feeder Funds”; together with the Master Fund, the “Holocene Advisors Funds”). The Holocene Advisors Funds’ investment objective is to generate superior risk-adjusted absolute returns while preserving capital across market cycles through a deep, fundamental, bottom-up research process coupled with risk-controlled portfolio construction, in pursuit of which Holocene employs a global, beta neutral, long/short equity strategy. The Holocene Children’s Fund. Holocene Children’s Fund LP (the “Children’s Fund”). The Children’s Fund’s investment objective is to generate superior capital appreciation across market cycles through a fundamentally researched stock selection process, in pursuit of which Holocene employs a concentrated, long-term, long-only equity strategy. In addition to the Holocene Funds, Holocene serves as the investment manager of Holocene Advisors SPV, LLC (the “Reinvestment SPV”), Holocene Advisors Fund SPV LLC (the “U.S. Feeder Fund SPV”) and Holocene Children’s Fund SPV LLC (the “Children’s Fund SPV”; together with the Reinvestment SPV and the U.S. Feeder Fund SPV, the “Employee SPVs”; together with the Holocene Funds, the “Funds”). The Reinvestment SPV is a private investment fund organized for the sole purpose of investing compensation earned by certain Holocene employees in the Master Fund (indirectly via an investment in the U.S. Feeder Fund) and the Children’s Fund, with the respective allocation determined by each employee subject to limits established by Holocene. The U.S. Feeder Fund SPV and the Children’s Fund SPV are private investment funds organized to facilitate investments in the U.S. Feeder Fund and the Children’s Fund, respectively, by Holocene employees, certain family members and related accounts. Holocene is controlled by our founder and Chief Investment Officer, J. Brandon Haley (“Mr. Haley” or the “CIO”), in his capacity as the sole managing member of Holocene’s general partner, Holocene GP, LLC, a Delaware limited liability company (the “Holocene General Partner”). The Holocene General Partner has ultimate responsibility for our management and operations and the investment decisions of the Master Fund and the Children’s Fund. Our registration on Form ADV also covers Holocene Fund GP, LLC (the “Fund General Partner”), a limited liability company organized under the laws of the state of Delaware, and Mr. Haley in his capacity as the sole managing member of the Employee SPVs. The Fund General Partner is an affiliate of Holocene and serves as the general partner of the U.S. Feeder Fund and the Children’s Fund. The facilities and personnel utilized by the Fund General Partner and Mr. Haley in their respective roles as general partner and managing member are provided by Holocene. Mr. Haley is also the managing member of and controls the Fund General Partner.

Description of Advisory Services The Holocene Advisors Funds Through the Master Fund, Holocene seeks to generate superior risk-adjusted absolute returns through a deep, fundamental, bottom-up research process coupled with risk-controlled portfolio construction. Holocene employs a broad mandate to invest, long and short, in publicly traded equities and equity-related instruments across all market capitalizations, though Holocene intends to invest predominantly in U.S.-listed mid- and large capitalization companies. Capital will be invested among the major sectors of the economy based on the perceived alpha potential and opportunity set of each sector. Holocene’s broad mandate enables Holocene to take an opportunistic approach to investing, including by investing in some cases in small capitalization companies and/or companies located outside of the United States in developed and emerging markets. Although we expect the Master Fund to invest primarily in the common stock of U.S. and non-U.S. issuers, we may utilize both over-the-counter (“OTC”) and exchange-traded instruments (including, but not limited to, exchange-traded funds and derivative instruments such as options, swaps and futures on equities and equity indices). We also may hedge against currency fluctuations using spot (i.e., cash) transactions or forward contracts in order to earn the return of the relevant equity security in its local currency, though we may first utilize natural hedges (e.g., offsetting long or short positions), if available, to minimize exposure to any single currency. Any such currency position may not provide a complete hedge to the underlying currency exposure. A small portion of the Master Fund’s portfolio may include smart contracts, security tokens, trade tokens, digital assets, synthetic assets, simple agreements for future tokens and any other stored value within distributed ledger technologies (“MF Digital Assets”) that represent an alternative to common stock as indicia of ownership of an underlying issuer of public equity. We do not engage in speculative trading in credit, interest rate, currency or physical commodities instruments, though such instruments and/or derivatives related thereto may be utilized for hedging purposes; provided, however, that the Master Fund’s portfolio may include hedged and unhedged positions in certain sovereign debt instruments issued by non-U.S. countries. Leverage may be used to enhance the Master Fund’s returns and for cash management purposes. The Holocene Children’s Fund Through the Children’s Fund, Holocene seeks to generate superior capital appreciation over the long term and across market cycles through a fundamentally researched stock selection process. The Children’s Fund employs a concentrated, long-only equity strategy that entails investments in high-quality, durable businesses we believe have the ability to generate alpha over the long term as a result of possessing unique, competitively-advantaged characteristics. The Children’s Fund invests primarily in public equity securities, though it may also invest in other financial instruments and, to a limited extent, in securities of privately held companies (“Special Investments”). A small portion of the Children’s Fund’s portfolio may include cryptocurrencies, stablecoins, altcoins, smart contracts, security tokens, trade tokens, digital assets, synthetic assets, simple agreements for future tokens and any other stored value within distributed ledger technologies (“CF Digital Assets”), in particular where such investments represent an alternative to common stock as indicia of ownership of an underlying portfolio company. MF Digital Assets and CF Digital Assets are referred to collectively below as “Digital Assets.” Holocene seeks to construct a concentrated, long-only portfolio of equity and equity-related securities, which may operate across all sectors of the global economy, though Holocene expects to invest predominantly in U.S.-listed mid- and large capitalization companies. Holocene expects to employ an immaterial amount of leverage (by utilizing instruments that have embedded leverage) and is sector-agnostic in its stock selection given the anticipated scarcity of suitable candidates. Generally, Holocene expects relatively low portfolio turnover and to hold positions long-term, with a typical investment time horizon of three to five years. While the Children’s Fund will invest in long positions, it will hedge currency exposure.

Availability of Customized Services for Individual Clients Our clients are the Holocene Funds and the Employee SPVs. Accordingly, our services are tailored to achieving the specific investment objectives and strategies described in the Memorandums of each of the applicable Holocene Funds. Our management of the Holocene Funds is not tailored to the individual needs of any investor in the Holocene Funds or the Employee SPVs. In the future, Holocene may provide investment advisory services to other clients, including other private funds or accounts. Wrap Fee Programs Not applicable. Assets Under Management As of December 31, 2025, Holocene had approximately $50,429,577,436 of regulatory assets under management, all of which is managed on a fully discretionary basis.

Fees and Compensation We receive two forms of compensation in connection with providing investment advisory services to the Holocene Funds: (i) fixed asset-based management fees payable quarterly in advance (“Management Fees”), and (ii) annual performance-based compensation in the form of (a) in the case of the Holocene Advisors Funds, incentive fees payable to Holocene (“Incentive Fees”) and (b) in the case of the Children’s Fund, incentive allocations reallocated (“paid” for purposes of this Brochure) to Holocene’s affiliate, the Fund General Partner (“Incentive Allocations”; together with the Incentive Fees, “Incentive Compensation”; together with Management Fees, “Fees”). Management Fees are based on the total value of the assets of the applicable Holocene Fund (less those assets attributable to (x) investors that are not subject to the Management Fee, as discussed below, and (y) Special Investments held by the Children’s Fund, as discussed below). Incentive Compensation is based on the net income or outperformance, as applicable, earned on assets of the applicable Holocene Fund, if any, that is attributable to investors that are subject to such Incentive Compensation, as discussed below. The Holocene Advisors Funds The Master Fund generally pays Holocene on the first day of each calendar quarter Management Fees calculated at rates up to 2.0% per annum of the capital account balance attributable to each Feeder Fund investor’s interest. The portion of the Management Fee applicable to an investor’s Feeder Fund capital account or shares, as applicable, will be charged to its corresponding series of shares of the Master Fund. Generally, at the end of each fiscal year, the Master Fund pays Holocene Incentive Fees of 20% of the net realized and unrealized appreciation in the net asset value of each series of shares of the Master Fund over such series’ prior high net asset value (i.e., its “high water mark”). The Holocene Children’s Fund The Children’s Fund generally pays Holocene on the first day of each calendar quarter Management Fees calculated at rates up to 1.75% per annum of the capital account balance attributable to investors in the Children’s Fund; provided, however, that (i) certain tranches of interests in the Children’s Fund are not subject to any Management Fee and (ii) interests held in a Special Investment account, regardless of the tranche of interest held by the relevant investor, are not subject to any Management Fee. Generally, at the end of each fiscal year, the Children’s Fund “pays” the Fund General Partner an Incentive Allocation at rates up to either: (a) 20% of net returns (i.e., gains or losses) above a benchmark return (the S&P 500 Total Return Index (the “SPTX”)) allocated to the relevant capital account, subject to an underperformance recovery account (the “Benchmark Incentive Allocation”), or (b) 25% of the net realized and unrealized appreciation allocated to the relevant capital account provided such net capital appreciation was above a fixed hurdle rate (4%) and such Incentive Allocation does not cause the net capital appreciation to be less than the hurdle rate. In addition, the Children’s Fund may “pay” the Fund General Partner a

“catch-up” payment in subsequent fiscal years to the extent there is insufficient gains from which to pay the Benchmark Incentive Allocation in the fiscal year it is earned (a “Catch-Up Payment”). Certain tranches of interests in the Children’s Fund are not subject to any Incentive Allocation. Notwithstanding the foregoing, the portion of any capital account balance attributable to a Special Investment is not subject to any Management Fee and is subject to an Incentive Allocation, calculated separately from any Incentive Allocation to which the relevant tranche of interests is otherwise subject and without the application of a high water mark, of 20% of the net gains realized or deemed realized on such Special Investment. Additional Information Regarding Holocene Fees Notwithstanding the foregoing, certain founding investors in the Feeder Funds and in the Children’s Fund are charged Fees at reduced rates, and, in the case of the Master Fund, certain of such rates are subject to adjustment based on the total net asset value of the fee-paying assets of the Master Fund. In addition, Holocene and the Fund General Partner, as applicable, may elect, in their respective sole discretion and subject to applicable law, rule and regulation, to reduce, waive or calculate differently Management Fees and Incentive Compensation with respect to any employee (or former employee) or affiliate of Holocene or the Fund General Partner, any family member thereof, or trusts, estate planning and other investment accounts and/or vehicles established by or for the benefit of such persons. To the extent the Employee SPVs invest in interests in any Holocene Fund, such interests are not subject to Management Fees or Incentive Compensation. Management Fees and Incentive Compensation are paid out of the assets of the Master Fund and the Children’s Fund, respectively. Neither the amount of such compensation nor the method of payment is negotiable. Except where otherwise noted, the following description applies to Management Fees and Incentive Compensation charged by both the Master Fund and the Children’s Fund. Management Fees are charged quarterly, as of the beginning of each quarter, and are prorated for an investor that invests at a time other than at the beginning of a quarter. Similarly, if an investor were to redeem from a Feeder Fund or the Children’s Fund at any time other than the last day of a quarter, such investor would be entitled to a refund of a prorated portion of the Management Fee based on the actual number of days remaining in the quarter. Incentive Compensation is generally charged annually at the end of each fiscal year; provided, however, that Incentive Compensation will be paid as described above, if earned, other than at the end of a fiscal year: (i) upon a redemption by an investor of its interest in a Holocene Fund and will be paid as of the applicable redemption date; and/or (ii) solely in the case of the Children’s Fund, upon the realization of any Special Investment and/or in the case of a Catch-Up Payment. Incentive Compensation may create an incentive for Holocene to make investments that are riskier or more speculative than would be the case if such arrangements were not in effect. In addition, (a) because certain performance-based compensation is calculated on a basis that includes unrealized appreciation of the assets of the Master Fund or the Children’s Fund, as applicable, it may be greater than if such compensation were based solely on realized gains; and (b) because the Benchmark Incentive Allocation is determined based on the Children’s Fund’s outperformance of the SPTX, such Incentive Compensation may be earned even where the relevant investors sustain losses for the applicable period. All Incentive Compensation is and will be taken in accordance with Section 205 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 205-3 thereunder. Please refer to the relevant Holocene Fund’s Memorandum for additional information regarding Management Fees and Incentive Compensation. Additional Fees and Expenses The compensation described above does not include investment-related expenses (e.g., brokerage commissions and transaction costs; clearing and settlement charges; custodial fees; interest expense; borrowing charges on securities sold short; research-related expenses (paid directly or paid indirectly via “soft dollars”), including, without limitation, third-party research, news and quotation equipment and services (including fees for data and software providers, data, data analysis and data aggregation tools and services, expenses related to performing due diligence

on current or prospective providers of research and/or data, and fees for consultants related to the foregoing); fees and costs related to cash management and treasury activities, including fees of third-party managed services providers; fees and costs related to portfolio risk analytics and third-party trading-related software, including trade order management software (i.e., the software used to model and route trade orders) and data warehouse software; costs related to security and custody of Digital Assets (including third-party wallet and custody providers) and fees and expenses relating to hardware, software or other technology to acquire Digital Assets; legal and compliance expenses (which include, without limitation, investment-related legal fees and expenses (including review, advice and negotiation of agreements and other documents), fees and expenses incurred in responding to formal and informal inquiries and indemnification expenses)); insurance costs incurred in connection with the Holocene Funds’ business (including, without limitation, acquiring and maintaining D&O and/or E&O insurance for applicable Funds’ directors and Holocene, the Fund General Partner and their affiliates); accounting, audit and tax preparation and consulting fees and expenses, including fees and costs for related accounting software; organizational expenses, including legal and related fees and expenses in negotiating agreements and other documents; expenses relating to the offer and sale of the interests in the Feeder Funds or Children’s Fund, including legal and related fees and expenses in negotiating agreements and other documents; fees and expenses associated with U.S. and non-U.S. investment-related and non-investment related regulatory filings relating to the Holocene Funds and/or the assets of the Holocene Funds but not including fees or expenses incurred in connection with the implementation or maintenance of Holocene’s compliance program; fees and expenses relating to proxy voting research, reporting, execution and recordkeeping services; fees and expenses relating to class action recovery services; fees and expenses related to any third-party valuation agents utilized for the Children’s Fund; taxes; fees and expenses of the administrator of the Holocene Funds, the directors of the Offshore Feeder Fund and the Master Fund and the AML Officers of the Offshore Feeder Fund and the Master Fund; expenses related to the maintenance of any Fund’s registered office; corporate licensing; extraordinary expenses and other similar expenses. For the avoidance of doubt, (i) the expense categories listed above include fees and costs of information technology hardware, software or other technology related to such expense categories (including, without limitation, costs of software licensing, implementation, data storage and management, and development) and (ii) investment-related expenses do not include research-related travel and entertainment expenses, though research-related conference registration fees are included. If any of the above expenses are incurred jointly for the account of the Holocene Advisors Funds and the Children’s Fund, such expenses will be allocated among such funds based on the relative assets under management or in such other manner as Holocene considers fair and equitable. Item 12 further describes the factors that we consider when selecting broker-dealers for transactions and when determining the reasonableness of their compensation (e.g., commissions). The Master Fund and the Children’s Fund may make investments in investment companies (specifically, in exchange-traded funds or ETFs). As such, the Master Fund and the Children’s Fund (and indirectly the investors in the Feeder Funds, the Reinvestment SPV, the U.S. Feeder Fund SPV and the Children’s Fund SPV) will bear any management fees payable to third party management firms in respect of such investments. No officer, partner, employee or affiliate of Holocene is compensated for the sale of securities or other investment products. Subject to limited exceptions, an investor that redeems from the Holocene Advisors Funds or the Children’s Fund prior to the end of an applicable “lock-up” period will be subject to a redemption reduction amount. Such amounts are deducted from the redemption proceeds payable to that investor and retained by the Master Fund or the Children’s Fund, as applicable, for the benefit of all direct and indirect holders of shares of the Master Fund or the Children’s Fund, respectively, that are not subject to redemption as of the applicable date of redemption on a pro rata basis, including the Fund General Partner and employees and affiliates of Holocene to the extent they are direct or indirect holders of interests in the Master Fund or the Children’s Fund. The Holocene Funds have entered into and may in the future enter into, subject to applicable law, rule and regulation, “side letter” agreements with investors primarily to accommodate an investor’s particular legal, tax or regulatory requirements, or to grant capacity rights. With the exception of certain founding investors in the

Holocene Advisors Funds, the Holocene Funds have not granted and will not grant more favorable or different (in the case of the Holocene Advisors Funds) Incentive Compensation or Management Fee terms, “most favored nation” rights, redemption/withdrawal rights or, in the case of the Holocene Advisors Funds, portfolio transparency rights in any “side letter” agreement.

Methods of Analysis and Investment Strategies Please see Item 4 above for a description of our advisory services. The Holocene Advisors Funds Holocene seeks to generate superior risk-adjusted absolute returns through a deep, fundamental, bottom-up research process coupled with risk-controlled portfolio construction. Holocene employs a global, beta neutral, long/short equity strategy, pursuant to which it will invest, long and short, in publicly traded equities and equity-related instruments across all market capitalizations, though Holocene intends to invest predominantly in U.S.-listed midand large capitalization companies. Capital is invested among the major sectors of the economy based on the

perceived alpha potential and opportunity set of each sector. Holocene's broad mandate enables it to take an opportunistic approach to investing, including by investing in some cases in small capitalization companies and/or companies located outside of the United States in developed and emerging markets. Long Investments. On the long side of the portfolio, Holocene seeks investments that it believes will outperform based on idiosyncratic, fundamental drivers. Potential investments are evaluated on many factors, including a company's competitive positioning, drivers of growth, quality of the management team, returns on capital, cash flow generation and capital allocation. Short Investments. On the short side of the portfolio, Holocene seeks to profit when it believes that a company will underperform based on idiosyncratic, fundamental drivers. For its short positions, Holocene seeks the opposite characteristics of its long investments, such as a poor outlook for growth for the company, poor quality of management, poor earnings quality or cash flow generation, a constrained total addressable market, low barriers to entry and/or lack of pricing power. Short positions are expected to be predominantly single-stock positions, though Holocene may short indices (and/or take long positions in indices) as a hedge in some cases. Holocene makes investment decisions for the Master Fund with various time horizons in mind but typically seeks investments, long and short, with six to twenty-four month horizons, though in some cases the time horizon may be longer or shorter. Holocene makes investment decisions for the Master Fund based on its fundamental, bottom-up research process and risk-controlled portfolio construction, which includes systematic replication of certain portfolio positions and systematic investments based on analysts’ fundamental research-based recommendations and expected value analysis. Holocene will employ collateral and asset reuse arrangements as a means of reducing the financing cost of (and/or generating yield from) certain counterparties providing leverage to the Master Fund. The Master Fund may utilize excess cash from its financing arrangements to generate yield and/or reduce costs via hedged and unhedged cash and/or derivatives trades in U.S. Treasury bills, U.S. and non-U.S. money market funds, non-U.S. currencies and/or sovereign debt issued by non-U.S. countries as well as hedged equities and equity derivatives. A small portion of the Master Fund’s portfolio may include MF Digital Assets that represent an alternative to common stock as indicia of ownership of an underlying issuer of public equity. The Holocene Children’s Fund The Children’s Fund’s investment objective is to generate superior capital appreciation over the long term and across market cycles through a fundamentally researched stock selection process. To achieve its objective, the Children’s Fund employs a concentrated, long-only equity strategy that entails investments in high-quality, durable businesses Holocene believes have the ability to generate alpha over the long term as a result of possessing unique, competitively-advantaged characteristics. The Children’s Fund invests primarily in public equity securities, though the Children’s Fund may also invest in other financial instruments and, to a limited extent, in securities of (i) privately held companies, and (ii) CF Digital Assets (in particular where such investments represent an alternative to common stock as indica of ownership of an underlying portfolio company). Holocene seeks to construct a concentrated, long-only portfolio of equity and equity-related securities, which may operate across all sectors of the global economy, though Holocene expects to invest predominantly in U.S.-listed mid- and large capitalization companies. In the Children’s Fund, Holocene expects to employ an immaterial amount of leverage (by utilizing instruments that have embedded leverage) and is sector-agnostic in its stock selection given the anticipated scarcity of suitable candidates. Generally, Holocene expects relatively low portfolio turnover and to hold positions long-term, with a typical investment time horizon of three to five years. While the Children’s Fund will invest in long positions, the Children’s Fund will hedge currency exposure. The Children’s Fund’s investment ideas are drawn predominantly from the investment universe of the Master Fund, though given the Children’s Fund's concentrated portfolio, there may be only limited overlap between the two funds’ portfolios. Holocene seeks to identify companies that have a higher-than-most likelihood of compounding

at high returns, including established companies that have generated consistent, high-quality returns with limited risk of permanent capital impairment and newer businesses pursuing large untapped market opportunities that represent potentially higher-risk but equally higher-reward return potential. With respect to both the Master Fund and the Children’s Fund, Holocene’s investment team strives to maintain a disciplined, sector-specific, fundamental research-driven approach to stock selection. Holocene views its rigorous, process-oriented, sector-focused approach to investing as a defining trait of its investment process. Holocene believes that sector specialization is critical to the early identification of investment ideas. Sector specialization can yield actionable insights and lead to recognition of important nuances, enhance analysts’ views on company and industry expectations and timing, and drive the investment idea velocity within the firm. Risk of Loss The Master Fund and the Children’s Fund, respectively, invest in securities and other financial instruments using strategies and investment techniques with significant risk characteristics. While we strive to mitigate these risks through a variety of techniques, we make no guarantee or representation that the Master Fund’s and the Children’s Fund’s investment programs will be successful. We may utilize such investment techniques as option transactions, margin transactions, short sales, forwards, leverage and derivatives trading, which practices can, in certain circumstances, maximize the adverse impact to which the Funds, as applicable, may be subject. As a result of the foregoing and other factors, the Master Fund and the Children’s Fund and investors in the Funds risk the loss of all or substantially all of their investment and should be prepared to bear such loss. The following is a summary of some of the material risks associated with the advisory services we provide to the Master Fund and the Children’s Fund and the investors in the Funds. This summary does not attempt to describe all the risks associated with an investment in a Fund arising from the Master Fund’s and the Children’s Fund’s investment strategies. Although no summary can fully describe all such risks, please refer to the relevant Feeder Fund’s or the Children’s Fund’s Memorandum for a more complete description of the risks applicable to investments in and by the Funds. Dependence on Key Individual The success of the Funds is significantly dependent upon the ability of Mr. Haley to develop and effectively implement investment strategies that achieve the investment objectives of the particular Fund. The Funds’ governing documents do not permit investors to participate in the management and affairs of the Funds. Therefore, investors rely entirely on Mr. Haley to conduct and manage the affairs of the Funds and to make appropriate investments and investment decisions therefor. Subjective decisions made by Mr. Haley may cause the Funds to incur losses or to miss profit opportunities on which they would otherwise have capitalized. If the Funds were to lose the services of Mr. Haley, they would be adversely affected. Risks Related to the Funds’ Investment Programs and Research Activities Risks of Investments Generally. An investment in the Funds involves significant risks, including the risk that the entire amount invested may be lost. The Master Fund and the Children’s Fund invest in and actively trade securities and other financial instruments using investment techniques with certain risk characteristics, including, without limitation, risks arising from the volatility of the equity markets and the potential illiquidity of securities and other financial instruments and the risk of loss from counterparty defaults. No guarantee or representation is made that the Master Fund’s and/or the Children’s Fund’s investment objectives will be achieved. General Economic and Market Conditions. The success of the Master Fund’s and the Children’s Fund’s activities are affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Master Fund’s and the Children’s Fund’s investments), trade barriers, currency exchange controls, and national and

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As described above, we provide investment advisory services to the Holocene Funds and the Employee SPVs, and the Holocene Funds and the Employee SPVs are our sole clients. It is anticipated that investors in the Holocene Funds will continue to predominantly consist of institutional investors, such as other private investment funds (i.e., funds of funds), foundations, endowments, sovereign wealth funds, family offices, and pension plans, as well as high net worth individuals. In order to invest in either Feeder Fund or the Children’s Fund, an investor is required to complete and execute a subscription agreement that, among other things, requires the investor to represent that it meets the legal and suitability requirements of the relevant fund. Investors are not permitted to invest directly in the Master Fund. As a general matter, the minimum initial investment is $1 million, but either Feeder Fund or the Children’s Fund may accept lesser amounts as described in their respective Memorandum and there is no minimum investment applicable to employee investments in the Employee SPVs.

Performance-Based Fees Holocene accepts performance-based compensation as described in Item 5 (i.e., the Incentive Compensation) from certain of its clients. Performance-based compensation creates certain inherent conflicts of interest with respect to the management of assets by Holocene. Specifically, entitlement to performance-based compensation in managing one or more accounts may create an incentive for Holocene to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation. In addition, it may create an incentive for Holocene to favor clients that have greater performance fee arrangements over other clients that have lesser or no performance fee arrangements in the allocation of investment opportunities. To maintain fair and equitable treatment of all Holocene Funds, Holocene has implemented controls to further its efforts to treat all accounts fairly, regardless of their corresponding fee structure. Side-By-Side Management Holocene’s investment professionals simultaneously manage portfolios that implement comparable investment strategies. The Master Fund and the Children’s Fund predominantly differ in terms of the time horizons for which an investment is made. When an investment is appropriate for both the Master Fund and the Children’s Fund, participation in such opportunity will be allocated on a fair and equitable basis. Holocene has established order aggregation and allocation policies and procedures to mitigate potential conflicts of interest, as described in Item 12.

Holocene and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. As indicated above, the Fund General Partner, our affiliate, serves as the general partner of the U.S. Feeder Fund and the Children’s Fund and Mr. Haley serves as the managing member of the Employee SPVs. Holocene, the Fund General Partner and Mr. Haley have together filed a single Form ADV in reliance on the position expressed by the SEC in the no-action letter to the American Bar Association, Business Law Section dated January 18, 2012. Accordingly, Holocene, the Fund General Partner and Mr. Haley are each deemed to be registered as an investment adviser with the SEC pursuant to this single Form ADV. Holocene, the Fund General Partner and Mr. Haley are exempt from registration with the Commodity Futures Trading Commission as commodity pool operators as a result of the exemption available to each Holocene Fund and the Employee SPVs under CFTC Rule 4.13(a)(3).

Code of Ethics As an investment adviser, we stand in a position of trust and confidence with respect to our clients. Accordingly, we have a fiduciary duty to place the interests of the Funds before our own interests. As such, and in accordance with Rule 204A-1 under the Advisers Act, we have adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles that must at all times govern our conduct and the conduct of our personnel: • • • • •

We must at all times place the interests of the Funds first. All personal securities transactions must be conducted in a manner consistent with the Code and avoid any actual or potential conflicts of interest or any abuse of an employee’s position of trust and responsibility. Employees must not take any inappropriate advantage of their positions at the firm. Information concerning the identity of securities and financial circumstances of the Funds and their investors must be kept confidential. Independence in the investment decision-making process must be maintained at all times.

We believe that these principles help us fulfill our fiduciary obligations, and also protect our reputation and instill in our employees our commitment to honesty, integrity, and professionalism. These general principles apply to all conduct, whether or not the conduct also is covered by more specific standards or procedures set forth in the Code, our Compliance Manual or elsewhere. Failure to comply with the Code may result in disciplinary action, including termination of employment. The Code requires compliance with all applicable laws and sets forth our policies and procedures for our personnel

(and, in some cases, certain family members) on (i) personal securities trading, (ii) gifts and entertainment, (iii) service on boards of directors and other outside activities, and (iv) conflicts of interest generally. All of our personnel receive training with respect to the Code and our Compliance Manual upon employment and at least annually thereafter, including with respect to the prohibitions on insider trading. Investors (and prospective investors) in the Feeder Funds, the Children’s Fund and the Employee SPVs may request a copy of the Code by contacting Holocene at the address or telephone number listed on the first page of this Brochure. Participation or Interest in Client Transactions and Personal Trading In accordance with our policy of requiring personnel to avoid activities that may conflict with the interests of the Funds or interfere with making decisions in the best interests of the Funds, all personnel and certain related accounts generally are prohibited, subject to limited exceptions (including an ability to trade in digital assets), from trading in “reportable securities” in a personal trading account or otherwise. The term “reportable securities” is broadly defined in the Code and covers, among other things, equity and debt securities of public companies, including, but not limited to, initial public offerings, private investments in public equity (i.e., PIPEs), and options on such securities and indices. In accordance with Rule 204A-1, our personnel and certain related accounts are required to submit annual holdings reports and quarterly transactions reports to compliance personnel with respect to reportable securities, subject to certain exceptions. In addition, our personnel are required annually to submit an acknowledgement in writing that they have read and understood the Code and our prohibition on insider trading. An employee who has a personal trading account with positions in reportable securities that were established prior to joining Holocene (i.e., legacy positions) may dispose of such investments while employed at Holocene, but the employee must receive pre-approval from our Chief Compliance Officer or his designee to dispose of such positions. Notwithstanding the general prohibition on trading, employees are permitted to buy and sell positions in equity securities of privately held companies, private investment funds and ETFs, subject to pre-approval, and such approval generally will be granted, in the case of ETFs, only if the fund at issue is “broad-based.” Subject to obtaining pre-clearance, in accordance with our Code of Ethics, our personnel may from time to time make personal investments in securities or other financial instruments in which we may invest the Master Fund’s and/or the Children’s Fund’s capital. Generally, such investments will be approved (for example, in an exchangetraded fund) only where such investment is highly unlikely to effect the price or availability of any similar investment by the Master Fund and/or the Children’s Fund. Our personnel may buy, sell or hold such securities or other financial instruments for their own account while entering into different investment decisions for the Master Fund and/or the Children’s Fund. All of the foregoing transactions by our personnel are subject to, and reported to the Chief Compliance Officer under, the policy on personal securities trading and reporting set forth in our Code, as described above. The general guidelines above, as well as the Chief Compliance Officer’s consideration of any other relevant factors and discretion to decline to approve any transactions, together address any conflicts that arise as a result of such personal investments. We (including our affiliates and personnel) do not purchase or sell any securities from or to the Master Fund and/or the Children’s Fund for our personal accounts (i.e., the personal accounts of Holocene, our affiliates or our personnel). Our affiliates and personnel and certain former personnel (and their immediate family members) have the ability to invest in the Feeder Funds and/or the Children’s Fund (subject to applicable legal/suitability requirements) and some employees are required to invest in the Reinvestment SPV. Investments by employees and their immediate family members in the U.S. Feeder Fund and the Children’s Fund are generally made through the U.S. Feeder Fund SPV and the Children’s Fund SPV, respectively. As disclosed in the Memorandum for each Feeder Fund and the Children’s Fund, and as mentioned in Item 5 above, and subject to applicable law, rule and regulation, these investments are not subject to a Management Fee or Incentive Compensation or, solely in the case of mandatory investments in the Reinvestment SPV (which are subject to vesting), the lock-up restriction on redemptions and the related redemption reduction amount but are otherwise subject to the same terms as all other investors in the Feeder Funds or the Children’s Fund, as applicable.

Trading and Execution We have full authority to select broker-dealers (“brokers”) to effect transactions on behalf of the Master Fund and the Children’s Fund, and full authority to negotiate the commission rates paid for each transaction. Portfolio transactions for the Master Fund and the Children’s Fund will be allocated to brokers on the basis of best execution and in consideration of relevant factors, including, but not limited to, price quotes; the size of the transaction; the nature of the market for the security; the timing of the transaction; the difficulty of execution; the broker or dealer's expertise in the relevant market or sector; the extent to which the broker or dealer makes a market in the security or has access to such market; the broker or dealer's skill in positioning the relevant market; the broker or dealer's facilities, reliability, promptness and financial stability; the broker or dealer's reputation for diligence and integrity (including in correcting errors); confidentiality considerations; the quality and usefulness of research products and services and investment ideas presented by the broker or dealer; and other factors deemed appropriate by Holocene. Holocene need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Subject to the considerations described above, the selection of a broker (including a prime broker) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services may be influenced by, among other things, the provision by the broker of the following: capital introduction, marketing assistance and consulting services with respect to technology, operations, equipment and office space or other services or items. Neither Holocene nor the Funds (or the Fund General Partner or Mr. Haley) separately compensates any broker for any of these other services. The commissions charged by brokers that we select may be higher or lower than those charged by other brokerdealers. The Master Fund and/or the Children’s Fund may pay a commission to a broker that is higher than another qualified broker-dealer might charge to effect the same transaction when we determine, in good faith, that the commission is reasonable in relation to the value of the brokerage and research services that we receive. In seeking best execution for the Master Fund and the Children’s Fund, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of the broker’s services. Investors in the Feeder Funds and the Children’s Fund may include funds of funds affiliated with brokers or, possibly, brokerage firms themselves and/or their individual registered representatives. The fact that any such investor has invested in the Feeder Funds and/or the Children’s Fund is not taken into consideration when selecting brokers (including prime brokers). We will regularly evaluate the execution performance of brokers executing transactions for the Master Fund and the Children’s Fund, including but not limited to during periodic meetings of Holocene’s Brokerage Committee. Trade Errors Holocene has established order handling processes and procedures designed to reduce the likelihood of trade errors and, in its sole discretion, will determine what constitutes a trade error. Pursuant to the exculpation provisions of the respective investment management agreement with Holocene, the Master Fund and/or the Children’s Fund, as applicable, will be responsible for losses resulting from trade errors, except to the extent such losses result from Holocene’s bad faith, gross negligence, willful misconduct, fraud, criminal conduct or the material breach of the applicable investment management agreement. In all cases, gains from trade errors, if any, will be retained by the Master Fund and/or the Children’s Fund, as applicable. Soft Dollars Our use of commission or “soft” dollars for research and research-related services will come within the safe harbor for the use of soft dollars provided under Section 28(e) of the Exchange Act (“Section 28(e)”). Research products and services provided by brokers through which portfolio transactions are executed, settled and cleared may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to

specific securities, access to management and other products and services providing lawful and appropriate assistance to Holocene in the performance of its investment decision-making responsibilities. If a product or service is obtained with commission dollars that provides both research and non-research assistance to us, we will make a reasonable allocation of the cost which may be paid for with commission dollars (thereby ensuring that soft dollars are only paying for research and research-related services). We anticipate that we will regularly receive research products or services directly from brokers and from third parties paid by brokers. All soft dollar payments are reviewed by the Chief Compliance Officer or his designee to confirm that all such payments comply with the requirements of Section 28(e). When Holocene uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, Holocene receives a benefit because it does not have to produce or pay for such products or services. Holocene may have an incentive to select or recommend a broker-dealer based on Holocene’s interest in receiving research or other products or services, rather than on its clients’ interest in receiving most favorable execution. Prime Brokers Morgan Stanley & Co. LLC (“Morgan Stanley”), Goldman, Sachs & Co. LLC, BofA Securities Inc. (“BofA”), Barclays Capital Inc./Barclays Bank PLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (together, the “Prime Brokers”) serve as the prime brokers for the Master Fund and Morgan Stanley and BofA serve as the prime brokers for the Children’s Fund. The applicable Prime Brokers clear the Master Fund’s and the Children’s Fund’s securities transactions which are effected through other brokerage firms. The Prime Brokers generally maintain the Master Fund’s and the Children’s Fund’s securities and other assets and receive no separate fee for providing that service. We are not committed to continue these prime brokerage relationships for any minimum period and may establish additional prime brokerage relationships at any time. Client Referrals and Directed Brokerage When selecting brokers for execution, generally we do not consider whether we might receive client referrals from such brokers. As mentioned above, we have full authority to select brokers to effect transactions on behalf of the Master Fund and the Children’s Fund. We do not allow any investors in the Feeder Funds or the Children’s Fund to direct trade executions through a particular broker. Our representatives may speak at conferences and programs sponsored by prime brokers and/or executing brokers (collectively, “Brokers”), including, but not limited to, the Prime Brokers, for investors interested in investing in private investment funds. Through such capital introduction events, prospective investors in the Feeder Funds and/or the Children’s Fund have the opportunity to meet with us. Neither we nor the Funds compensate the Brokers for organizing such events or for any investments ultimately made by prospective investors attending such events. However, such events and other services provided by a Broker may influence us in deciding to use such Broker in connection with brokerage, financing and other activities of the Funds. Order Aggregation To the extent permitted by law, Holocene may, in its sole discretion, bunch or aggregate orders for the Master Fund and the Children’s Fund, notwithstanding that the effect of such aggregation may operate to the disadvantage of any Holocene Fund. For the avoidance of doubt, Holocene determines when to enter orders for each Fund, and reserves the right, in its sole discretion, not to bunch or aggregate orders for Funds if bunching or aggregating such orders is deemed unfeasible or inadvisable. To the extent Holocene elects to bunch or aggregate orders for the Master Fund and the Children’s Fund, Holocene may take such action to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among each Fund differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently.

In this regard, transactions will be averaged as to price and execution costs and will be allocated among each of the Master Fund and the Children’s Fund in proportion to the purchase and sale orders placed for each such Fund on any given day or in another manner that is deemed by Holocene to be fair and equitable to all involved Funds.

Not applicable.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of the registered investment adviser or the integrity of the registered investment adviser’s management. We have had no such legal or disciplinary events; accordingly, we have no information applicable to this Item.

The Master Fund’s and the Children’s Fund’s portfolio composition and trading activity is monitored on a daily basis by our CIO, CRO, traders and other members of our investment and risk teams. In addition, on a daily basis, our operations group reviews all orders and executions, cash management, margining, and balances with (and exposure to) the Prime Brokers and other counterparties. Morgan Stanley Fund Services USA LLC, together with certain affiliates (collectively, “MSFS”), serves as the administrator of the Holocene Funds and the Employee SPVs. MSFS performs a daily computation of the Master Fund’s and the Children’s Fund’s portfolio values. A daily reconciliation of the portfolios and their values is performed between MSFS and Holocene to identify any discrepancies. Investors in the Feeder Funds, the Children’s Fund and the Employee SPVs will receive unaudited monthly performance reports of the Master Fund and/or Children’s Fund accordingly and annual audited financial reports of the Master Fund and their respective Feeder Fund, the Children’s Fund and their respective Employee SPV, as applicable. Holocene also may make available to investors and prospective investors in the Feeder Funds and the Children’s Fund certain portfolio information, subject to certain limitations and applicable law, rule and regulation. Investors that desire access to such information must notify Holocene, though access to such information will be granted only upon execution of a non-disclosure and indemnification agreement, to the extent applicable. Investors may also request additional information and reporting. Other investors in the Feeder Funds and the Children’s Fund may not receive such portfolio information or some or all items provided in response to the foregoing requests. Such information could affect an investor’s decision to request a redemption from a Feeder Fund and/or the Children’s Fund. The Funds and Holocene each reserve the right to withhold such information from any one investor or prospective investor, as applicable, and cease dissemination of such information entirely to investors or prospective investors if such information is subject to abuse.

We are generally deemed to have constructive custody of the assets of the Funds. We are not, however, required to comply with certain requirements of Rule 206(4)-2 under the Advisers Act (also known as the “Custody Rule”) with respect to each of the Funds because we comply with the provisions of the “pooled vehicle annual audit exception.” This exception requires us to distribute audited financial statements of the Funds to investors within 120 days of the end of each respective fiscal year.

As noted in Item 4 above, we have full discretionary authority with respect to investment decisions on behalf of the Funds. We have been granted this authority pursuant to the investment management agreement in place between Holocene and the Master Fund and the investment management agreement in place between Holocene and the Children’s Fund. Investment decisions are made in accordance with the investment objectives and guidelines of each Holocene Fund.

In accordance with Rule 206(4)-6 under the Advisers Act and related guidance issued by the staff of the SEC (including Commission Guidance Regarding Proxy Voting Responsibilities of Investment Advisers, Investment Advisers Act Release No. 5325 (August 21, 2019)), we have adopted proxy voting policies and procedures and we have determined that it is in the Funds’ best interests to delegate the voting of proxies to a third-party vendor. Accordingly, we have retained Institutional Shareholder Services (“ISS”), on behalf of the Master Fund and the Children’s Fund, to monitor proxy votes pertaining to portfolio securities, provide research and recommendations on such votes, cast such votes in accordance with our policies and maintain records with respect to such votes. Our general policy is to cast proxy votes (or abstain from casting a vote) in a manner that serves the best interests of the Master Fund and the Children’s Fund as reflected in ISS’s proxy voting guidelines. We have determined that it is reasonable to rely on ISS’s standard proxy voting guidelines, rather than adopt multiple guidelines. We may refrain from voting proxies with respect to securities we are otherwise eligible to vote that are not held in the Master Fund’s or the Children’s Fund’s portfolios as of the deadline for casting such vote. As a matter of policy, we will refrain from voting proxies of portfolio securities that trade in share blocking jurisdictions, that is, in jurisdictions which bar the trading of a security pending a proxy vote in which one has cast a vote. Investors in the Feeder Funds or the Children’s Fund do not and may not direct us to vote proxies in a particular way for proxy solicitations. We address conflicts of interest between ourselves and the Funds, to the extent any such conflicts exist, principally by relying on the proxy voting recommendations of ISS. In addition (and as described below), we have established procedures for processing vote recommendations to identify and mitigate any conflicts of interests to which ISS may be subject with respect to a particular proxy vote. We are not bound by ISS’s recommendations and may vote proxies contrary to ISS’s recommendations when we deem it in the best interests of the Funds to do so. In any event, to the extent any conflict exists, we will always cause the Master Fund and the Children’s Fund to vote proxies in a manner we believe to be in the best interests of the Master Fund and the Children’s Fund, respectively. To help us monitor conflicts to which ISS may be subject, ISS periodically provides us with a list of their corporate clients, which clients may also be issuers for which ISS furnishes us proxy research and recommendations. To the extent we identify a material conflict of interest involving ISS and an issuer with respect to ISS’s proxy research and recommendations with respect to such issuer, we will generally review the relevant proxy voting material of the applicable issuer and determine how to vote the Master Fund’s and the Children’s Fund’s proxies independently of the recommendations provided by ISS. Holocene will vote each proxy in accordance with its fiduciary duty to the Funds and in the best interests of each of the Funds on a Fund-by-Fund basis. Investors (and prospective investors) in the Feeder Funds and the Children’s Fund may request a copy of our proxy voting policies and procedures, and a record of votes cast on behalf of the Master Fund and/or the Children’s Fund, as applicable, by contacting Holocene at the address or telephone number listed on the first page of this Brochure. From time to time, securities or other instruments that are or were held in the portfolio of the Master Fund and/or the Children’s Fund are subject to class action or other legal proceedings. Holocene has retained the services of a third-party vendor to monitor, analyze and file claims to participate in recoveries from such proceedings, when available. The vendor retains a percentage of any recovery as payment for the claims it files on behalf of the Master Fund and/or the Children’s Fund. Proceeds received by the Master Fund and/or the Children’s Fund will only be for the benefit of investors in the Master Fund and/or the Children’s Fund, as applicable, at the time such proceeds are received.

Holocene is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.