Kepos Capital LP

A. General Description of Advisory Firm. Kepos Capital LP (referred to in this brochure as "Kepos Capital,” the “Investment Manager,” the “firm,” “we,” or “us”) is a Delaware limited partnership that was established in December 2009; in November 2010 we began to actively advise clients. Our “principal owner” is Mark Carhart. Mr. Carhart is the Chief Investment Officer and a limited partner of Kepos Capital; he also controls Kepos Capital’s general partner. Juhani Linnainmaa serves as a Director of Research. B. Description of Advisory Services. We are a globally focused asset management firm that seeks to provide investment advisory services to U.S. and non-U.S.-based clients (including pooled investment vehicles, managed accounts and sophisticated institutional investors or other entities) by employing a scientificallybased approach to systematic global macro investing as well as fundamental and “quantamental” approach to equity special situation and carbon product investing. The firm performs its advisory services predominantly through a systematic research and investment process. Specifically, the firm’s personnel perform proprietary research, combining economic theory and/or statistical methods to identify financially profitable opportunities. Ideas are generally developed and evaluated based on factors such as economic intuition, published research, support from empirical evidence, statistical analysis, market conditions (such as the liquidity of tradable instruments), and leverage requirements. While the main approach to investing by the firm is a systematic, statistically driven one, we also, employ certain strategies for some clients where economic intuition and investing experience are the main drivers of the strategies. C. Availability of Customized Services for Individual Clients. At present we do not offer investors in the pooled investment vehicles we manage the ability to select exposure to (or restrict or eliminate exposure to) specific assets, investments, or asset classes (other than “new issue” gains and losses, if any, that we allocate pursuant to applicable regulations); however, we may in the future offer investors within a single pooled investment vehicle the option to elect to obtain or to avoid exposure to a specific asset class or strategy. Also, we offer customized products or management services to individual clients through managed accounts or other structures. D. Wrap Fee Programs. While we have the ability to do so, as of the date of this brochure, we are not participating in any wrap fee programs.

E. Assets Under Management. As of December 31, 2025, our client regulatory assets under management totaled $ 2,466,212,184 as reported on Form ADV Part 1A, and net asset value under management totaled $ 2,077,059,040.

A. Advisory Fees and Compensation. As we will only be providing this brochure to clients who are "qualified purchasers” under the Investment Company Act of 1940, we have not included a fee schedule or the other information requested by Item 5.A. B. Payment of Fees. For clients that are pooled investment vehicles, we (usually through a third-party administrator) generally deduct management fees directly from a client account, usually on a quarterly basis and in advance. For incentive fees or incentive-based allocations of profits for clients that are pooled investment vehicles, we follow a similar procedure and generally deduct (usually through an administrator) these amounts directly from the client’s account, generally on an annual basis and in arrears. For a managed account, this practice varies depending on the specific arrangement with an individual client. C. Additional Fees and Expenses. Our clients are responsible for certain additional costs and expenses related to the trading and investment activity that we conduct for their accounts; this incudes expenses incurred by them directly as well as reimbursements of expenses that we incur on their behalf. While the organizational documents and investment management agreements relating to any specific client will dictate the actual expenses relating to that client, additional costs and expenses that we currently charge to some or all of our clients include: investment-related expenses; expenses related to obtaining research and market data and other data and information, including, without limitation, news and quotation equipment and services, data and information licenses and market data feeds and licenses; other investment research related expenses, including, without limitation, research sold by brokers and other third parties, investment-related travel expenses (including travel, lodging and meals), expenses related to the due diligence and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments; execution related expenses, including, without limitation, exchange fees and access charges, connectivity charges with exchanges and counterparties and fees for execution management software and services;1 up to 50% of the costs and expenses of risk management and risk reporting software and services; systems and technology expenses, including, without limitation, any computer hardware and connectivity hardware associated with or incorporated into the cost of obtaining market data or other data or information and any fees and expenses relating to software tools, programs or other technology utilized in managing clients’ portfolios, including, but not limited to, cloud computing capacity and services used for data processing and model development; fees and expenses of any third-party administrator and other third parties providing administrative, accounting, operations and valuation services; third-party accounting, auditing and tax preparation

Item 12 describes factors that we consider in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions).

expenses; regulatory and legal expenses; fees and expenses of pooled investment fund officers (including AML Officers); expenses of the governance committee; other professional fees and expenses relating to investments or the operation of, or accounting for, a client account or (if the client is a pooled investment vehicle) of the client itself; placement agent fees and expenses, if any (which will reduce the compensation payable to the Investment Manager); costs of printing and mailing reports and notices; organizational, administrative, and ongoing registration, licensing, and similar fees and expenses of a client account or (if the client is a pooled investment vehicle) of the client itself; expenses relating to obtaining insurance for members of any board of directors and governance committee of a client and for us and our personnel; bank service fees; withholding and transfer taxes; entity-level taxes; other expenses related to the purchase, sale or transmittal of client assets; and extraordinary expenses and other similar expenses related to a client account or (if the client is a pooled investment vehicle) to the client itself. When expenses are attributable to a specific class or to certain subset of investors within a pooled investment vehicle, we, in our discretion, generally may allocate such expenses only to such class or investors. D. Prepayment of Fees. As discussed above in Item 5.B., for our existing clients we generally deduct management fees directly from a client account, usually on a quarterly basis and in advance. A pro rata portion of such management fees will be paid in respect of any subscriptions made by new or existing investors on any date that does not fall on the first day of a calendar quarter, based on the actual number of days remaining in such partial quarter. If an investor redeems or withdraws from a pooled investment vehicle client, other than as of the last day of a quarter, we will repay a pro rata portion of any applicable management fee (based on the actual number of days remaining in the quarter) to the pooled investment vehicle for distribution to such investor. For a managed account, this practice varies depending on the specific arrangement with an individual client E. Additional Compensation and Conflicts of Interest. We do not accept, and none of our supervised persons accepts, compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of collective investment funds.

A. Methods of Analysis and Investment Strategies. We apply two broad categories of investing: systematic and fundamental. In deploying the systematic research and investment process, our personnel perform proprietary research, combining economic theory and statistical methods in an effort to identify financially profitable opportunities. Ideas are generally developed and evaluated based on factors such as economic intuition, support from empirical evidence, market conditions (such as the liquidity of tradable instruments), and leverage requirements. Once a strategy has been developed and evaluated, it is translated into a portfolio of securities and investments based on a number of criteria, which could include expected returns, various risk measures such as asset volatility and correlations, expected transaction costs, leverage requirements and exposure to specific sectors, industries and indices, as well as to the overall market. In applying our overall approach, we invest our clients’ capital in a variety of investment strategies. While the main approach to investing by the firm is a systematic, statistically driven one, we also, to a lesser extent, employ certain strategies for some clients where economic intuition and investing experience are the main drivers of the strategies. We currently pursue several different kinds of strategies: (i)

“alpha” strategies, which seek to deliver returns from active and evolving management by our personnel and which at present can be grouped into the following seven broad categories: (1) global equity markets; (2) global fixed income; (3) global currencies; (4) commodities; (5) volatility; (6) opportunistic; (7) cross asset class and (8) carbon credits and offsets;

(ii)

“exotic beta” strategies that seek exposure to alternative risk premia (which we term “Exotic Betas”) that are generally uncorrelated with global equities over a market cycle;

(iii)

“trend” strategies that seek to detect and profit from market trends;

(iv)

“equity” strategies that seek to detect and profit from price movements of single name or indexes of global equity securities; and

(v)

“special opportunities” strategies which include investing in securities of companies involved in mergers, public offerings or other catalytic events and securities of special purposes acquisition companies, including private investments in public equities (“PIPES”).

It should be pointed out that not all of these strategy categories will be necessarily employed at the same time, that there is an overlap of markets, instruments, themes, and other attributes among strategies, that each strategy group employs a number of distinct and different sub-strategies, and

that the Investment Manager may modify, supplement, discontinue, or substitute strategies and sub-strategies from time to time without notice. In addition, the Investment Manager may at any time employ active or passive hedges (which can have short or long term durations) for a number of reasons, including, without limitation, a desire to reduce or offset the adverse effect of certain market events on financial performance or of the correlation of returns with those of a given asset class or the financial market as a whole (i.e., "beta"). Hedges can be specific to one or more positions or strategies, or to the client’s portfolio as a whole. In addition, client portfolios may invest their excess funds in money market instruments, commercial paper, certificates of deposit, U.S. and non-US government obligations, and bankers' acceptances, among other instruments. Any income earned from such investments is reinvested in accordance with clients’ investment programs. In deploying the fundamental strategies, which include investing in securities of special purpose acquisition companies and investing in carbon transition strategies (e.g., equities, indexes, futures, carbon allowances and carbon offsets), we rely on fundamental analysis and depth of investment team experience, while also employing “quantamental” approach, i.e., where appropriate, combining quantitative investment techniques and fundamental analysis and economic intuition. All investments made or recommended by us for clients involve the risk of the loss of capital. Our clients’ accounts generally will utilize investment techniques such as margin transactions, short sales, option transactions and forward and futures contracts, which practices can, in certain circumstances, maximize the adverse impact to which our clients’ accounts may be subject. B. Material, Significant, or Unusual Risks Relating to Investment Strategies. Below is a representative, but not exhaustive, list of certain risks associated with the firm’s investment strategies. Trading Judgment. The success of our trading strategies is subject to the judgment and skills of our research and trading personnel. Additionally, our trading abilities with regard to execution and discipline are important to the returns of our clients’ accounts. There can be no assurance that our investment decisions or actions will be correct. Incorrect decisions or poor judgment may result in substantial losses. Quantitative Model Risk and Risk Management Danger There can be no assurance that the models used by us will continue to be viable. The use of a model that is not viable or not completely viable could, at any time, have a material adverse effect on a client’s performance. There can be no assurance that the accounts managed for clients will achieve their investment objectives or that the models (even if completely or partially viable) will continue to further or ultimately be capable of furthering such investment objectives. In addition, given that the systems can execute trades autonomously, undesired results may only be detected after the fact, perhaps after a significant number of transactions have occurred. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information

may be subject to misinterpretation. In the complex environment in which we operate, effective risk management depends upon many factors, not all of which may be properly identified, and effective assessment, analysis, process creation, control or treatment of risks could be difficult to implement. For the sake of clarity and without limitation, though losses arising from quantitative model risks could adversely affect clients’ performance, such losses would likely not constitute reimbursable trade errors under our policies. At times we may manually override or shut down the operations of a quantitative model. This would generally be done in an effort to mitigate the damage from a deteriorating or malfunctioning model or a model that is reacting negatively to unforeseen market conditions. Such an override or intervention could result in greater losses than would be the case if there had been no intervention and/or could result in the model being overridden or inactive at a time when the model would have achieved gains for the portfolio. All models rely on correct market data inputs. If incorrect market data is entered into even a wellfounded model, the resulting valuations will be incorrect. However, even if market data is input correctly, "model prices" will often differ substantially from market prices, especially for securities with complex characteristics, such as derivative securities. Crowding/Convergence There is significant competition among systematic and quantitatively-focused managers, and our ability to deliver returns that are positive and have a low correlation with the broader global markets and other hedge funds is dependent on its ability to employ models that are simultaneously profitable and differentiated from those employed by other managers. In addition, to the extent that our models come to resemble those employed by other managers, the risk that a market disruption that negatively affects predictive models will adversely affect clients is increased, as such a disruption could accelerate reductions in liquidity or rapid repricing due to simultaneous trading across a number of funds in the marketplace. For the sake of clarity and without limitation, though losses arising from crowding/convergence risks could adversely affect a client’s performance, such losses would not constitute reimbursable trade errors under our policies. Obsolescence Risk A client is unlikely to be successful unless the assumptions underlying the models are realistic and either remain realistic and relevant in the future or are adjusted to account for changes in the overall market environment. If such assumptions are inaccurate or become inaccurate and are not promptly adjusted, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and the Investment Manager does not successfully address such omission through its testing and evaluation and modify the models accordingly, major losses may result. The Investment Manager will continue to test, evaluate and add new models, as a result of which the existing models may be modified from time to time. Any modification of the models or strategies will not be subject to any requirement that clients receive notice of the change or that they consent to it. There can be no assurance as to the effects (positive or negative) of any modification on the client’s performance. For the sake of clarity and without limitation, though losses arising from obsolescence risks could adversely affect a client’s performance, such losses would not constitute reimbursable trade errors under our policies.

Risk of Programming and Modeling Errors The research and modeling process engaged in by the Investment Manager is extremely complex and involves financial, economic, econometric and statistical theories, research and modeling; the results of that process must then be translated into computer code. Although the Investment Manager seeks to hire individuals skilled in each of these functions and to provide appropriate levels of oversight, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform "real world" testing of the end product raises the chances that the finished model may contain an error. For the sake of clarity and without limitation, though losses arising from programming and modeling errors could adversely affect a client’s performance, such losses would likely not constitute reimbursable trade errors under our policies. Data Feed Failure The Investment Manager's models utilize data feeds from a number of sources. If these data feeds were to be corrupted, compromised, or discontinued in any manner, or not delivered or accessible in a timely manner, the models may not be properly formulated. This failure to receive the data feeds or receive the data feeds in a timely manner may leave a client unable to trade or may result in trades that are not aligned with an algorithm's goal, and this may expose a client to risk of loss or loss of opportunities, in particular if the loss of the data feed coincides with turbulent market conditions. If the data feeds are compromised or discontinued in any material manner or if the data feeds are not delivered or accessible in a timely manner, it may result in a loss to a client, which could be material. For the sake of clarity and without limitation, though data feed failures could adversely affect a client’s performance, such losses would likely not constitute reimbursable trade errors under our policies. Evaluation of Trade Errors, Process Exceptions and Hardware Failures In the course of carrying out trading and investing responsibilities on behalf of a client, personnel of the Investment Manager may make or cause "trade errors," or "process exceptions" or may oversee processes that experience "hardware failures." The treatment of such errors will depend on the investment management agreement with each client. However, with respect to most current clients, losses attributable to trade errors, process exceptions, or hardware failures will be for the account of the client, unless they are the result of conduct by the Investment Manager which is inconsistent with the standard of care set forth such agreements. Whether a trade error, process exception, or hardware is a violation of the applicable standard of care (which ultimately determines whether a client or the Investment Manager will either benefit or be responsible for any resulting losses) is determined by the Investment Manager, in its sole discretion, based on superior knowledge of a client’s trading strategy and business operations and the process exception, mistake or error at issue. A conflict of interest is inherently present during such decision by the Investment Manager because a trade error will be booked for the account of the Investment Manager if the Investment Manager decides that such trade error is a result of conduct inconsistent with such standard of care. When addressing trade errors, the Investment Manager is required to act in a manner consistent with its fiduciary duties to the clients.

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We generally provide investment advice to alternative investment funds (i.e., pooled investment vehicles that are exempt from registration under the Investment Company Act of 1940) and, on a case by case basis, may offer customized managed accounts for institutions and benefit plans. Any particular pooled investment vehicle client will have its own eligibility and qualification criteria (e.g., requirements that investors represent that they are “qualified purchasers” under the Investment Company Act of 1940, non-“US Persons” under Regulation S, and/or “accredited investors” under the Securities Act of 1933) and minimum investment requirements. The requirements for any managed account would be negotiated on a case-by-case basis.

We Charge Performance Fees. We have entered into incentive fee and allocation arrangements with qualified clients in compliance with Section 205(a)(1) of the Investment Advisors Act of 1940 and the exemptions available thereunder (including Rule 205-3). We Have Different Fee Arrangements with Different Clients. We provide investment management services to managed accounts and other investment partnerships or funds, each of which may have similar, overlapping, isolated, or differing (or even opposing) investment objectives. In addition, the compensation terms offered by such other accounts, partnerships or funds may be more lucrative to us, which may give rise to additional conflicts of interest. In the event that a conflict of interest arises, we seek to resolve such conflict in a fair and equitable manner.

A. Broker-Dealer Registration Status. We have no disclosures to make under Item 10.A. B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status. We have no disclosures to make under Item 10.B. C. Material Relationships or Arrangements with Industry Participants. We have no disclosures to make under Item 10.C. D. Material Conflicts of Interest Relating to Other Investment Advisers. We have no disclosures to make under Item 10.D.

A. Code of Ethics. Our Code of Ethics provides specific policies and guidance on ethical and fiduciary matters for our personnel, some of which are summarized or highlighted below: •

•

•

• •

Gifts. Firm personnel may not give or offer or receive any gift of more than de minimis value (currently $100 over a calendar year) to existing investors, prospective investors, or any entity that does or seeks to do business with or on behalf of the firm without the prior written approval of our Compliance Officer. Entertainment. We prohibit firm personnel from providing or receiving extravagant or inappropriate entertainment. In addition, we (or our personnel) are required to pay for or reimburse an allocable share of any business-related entertainment (e.g., tickets for sporting events and business dinners) provided to firm personnel, subject to a number of exceptions (including a $350 de minimis exception, group events and situation-specific waivers by the Compliance Officer). Personal Trading. We require disclosure of all accounts that hold “covered securities,” quarterly transaction reports, and compliance pre-approvals to trade any covered securities (other than mutual funds, ETFs, municipal or other state and local bonds, options on permitted securities and dividend reinvestment programs). Generally, we prohibit personal account trading in single name debt or equity securities. Insider Trading and Market Manipulation. We strictly prohibit trading on material nonpublic information or engaging in market manipulation and conduct periodic training on these topics. Conflicts Disclosure. We require disclosure of conflicts by firm personnel for themselves and for their spouses and dependents.

All firm personnel must acknowledge the terms of our Code of Ethics annually. In addition, all firm personnel receive training on the Code annually. We will provide a copy of our Code of Ethics to any client or prospective client upon request. B. Securities That You or a Related Person Has a Material Financial Interest. We have no disclosures to make under Item 11.B. C. Investing in Securities That You or a Related Person Recommends to Clients. Other than a prohibition on trading securities on our restricted list, we do not have a blanket prohibition on what instruments may be traded. However, we generally prohibit personal account trading in single name debt or equity securities. Additionally, we require pre-clearance of all transactions in covered securities (with certain exceptions, such as registered mutual funds, broad-

based ETFs and municipal securities). We also mandate a minimum 30-day holding period for any transactions in securities requiring pre-approval. D. Conflicts of Interest Created by Contemporaneous Trading. In general, we expect that our pre-approval process will operate to reduce the risk of contemporaneous trading. We also review personal trading records and would expect to identify situations where personal account trading resembles or mirrors client trading. Also, as described in C., above, we require pre-clearance of all transactions in covered securities (with certain exceptions) and mandate a minimum 30-day holding period for transactions in securities requiring pre-approval. E. General Conflicts Disclosure. Certain Characteristics of the Client Management Agreements The Management Fee is payable without regard to the overall success or income earned by the client and therefore may create an incentive on the part of the Investment Manager to raise or otherwise increase assets under management to a higher level than would be ideal for optimally managing the portfolio. The Investment Manager's eligibility to receive the Incentive Fee may incentivize the Investment Manager to trade and invest the client’s portfolio in a more speculative manner than it otherwise would. Conflicts From Use of a Master-Feeder Structure The use of a master-feeder structure may create a conflict of interest among different groups of investors, in that tax considerations applicable to investors in a particular feeder fund may result in such master fund structuring or disposing of an investment in a manner or at a time that is more advantageous (or disadvantageous) for tax purposes to one feeder fund than to another. Multiple Clients: Differing Investment Programs and Compensation Arrangements The Investment Manager and its affiliates provide discretionary investment management services to multiple clients, which may include managed accounts and other investment partnerships or funds and which may have security and investment universes and/or investment objectives that are substantially similar; the strategies employed by the Investment Manager in servicing any one client are not proprietary or exclusive to such client. The Investment Manager and its affiliates may give advice and recommend securities to other clients which may differ from advice given to, or securities recommended or bought for, other clients, even though their investment objectives may be the same or similar. In addition, certain clients, managed accounts, and other investment partnerships advised by the Investment Manager may have different transparency, liquidity and/or fee and incentive compensation terms. For example (and without limitation): the fees charged to some clients may be higher or lower than those charged to other clients; the relative sizes of the incentive fees or allocations and management fees may differ (or a given client may only be assessed one of them) from the ratio charged to other clients; there may be different components to or restrictions on the fee calculation; high water marks may be calculated differently for some clients and/or may be in effect at different times for other clients; or the fees assessed a client at a given time may otherwise simply be more lucrative for the Investment Manager. Additionally, some clients may maintain

portfolios substantially similar to other clients but have greater transparency to the portfolio holdings and/or may have more frequent liquidity than is available to some clients. The Investment Manager seeks to address these potential conflicts by maintaining a systematic investing process (where appropriate), endeavoring to assign responsibilities among its personnel in a way that is intended to support each of its client portfolios and taking its fiduciary duty to the clients into consideration when entering into any client arrangement. The Investment Manager and its partners, officers and employees will devote as much of their time to the activities of any one client as they deem necessary and appropriate. The Investment Manager and its affiliates are not restricted from forming additional investment funds, entering into other investment advisory relationships, investing their personal funds, or engaging in other business activities, even though such activities may substantially track, correlate to, mimic or compete with a particular client and/or may involve substantial time and resources of the Investment Manager. These activities could be viewed as creating a conflict of interest in that the time and effort of the partners of the Investment Manager and its officers and employees will not be devoted exclusively to the business of any one client but will be allocated between the business of such client and the management of the monies of other advisees of the Investment Manager and such other business activities. Further, by reason of these activities, the Investment Manager may not be able, or may determine not, to initiate a transaction for a client that the Investment Manager may have otherwise initiated. If it is determined that it would be appropriate for a client and one or more other investment accounts managed by the Investment Manager or its affiliates to participate in an investment opportunity, the Investment Manager will seek to execute orders for all of the participating investment accounts on an equitable basis, taking into account such factors as the relative amounts of capital available for new investments, relative exposure to short-term market trends and the investment programs and portfolio positions of such client and the affiliated entities for which participation is appropriate. Orders may be combined for all such accounts, and if any order is not filled at the same price, the Investment Manager has the discretion to allocate completed transactions on an average price basis. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, the Investment Manager has the discretion to allocate securities among the different accounts on a basis which the Investment Manager or its affiliates consider equitable. In addition, the Investment Manager may cause a client and one or more other investment accounts managed by the Investment Manager to participate in certain investments in a different manner from the other, as a result of legal, tax or other considerations. For example, one investment account may participate in an investment opportunity through the purchase of an equity interest while another participates through the extension of credit. Cross Trades During periods in which the assets of a client are not treated as "plan assets" for purposes of ERISA, the Investment Manager may determine that it would be in the best interests of such client and one or more investment vehicles managed by the Investment Manager to transfer a security from one account to another (each such transfer, a "Cross Trade") for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the accounts, or to reduce transaction costs that may arise in an open market transaction. If the

Investment Manager decides to engage in a Cross Trade, the Investment Manager will determine that the trade is in the best interests of both of the accounts involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those accounts. In the event that the Investment Manager executes a Cross Trade, it will generally use the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross transaction between two fund clients may occur as an "internal cross", where the Investment Manager instructs the custodian for the funds to book the transaction at the price determined in accordance with the Investment Manager's valuation policies and procedures. If the Investment Manager effects an internal cross, the Investment Manager will not receive any fee in connection with the completion of the transaction. Trading Errors; Process Exceptions In the course of carrying out trading and investing responsibilities on behalf of a client, personnel of the Investment Manager may make "trading errors"—i.e., errors in executing specific trading instructions. In general, examples of trading errors include: (i) buying or selling a security or financial instrument at a price or quantity that is inconsistent with the specific trading instructions generated by a particular strategy; or (ii) buying rather than selling a particular security or financial instrument (and vice versa). The Investment Manager will (unless it otherwise determines) treat all trading errors (including those which result in losses and those which result in gains) as for the account of the client, unless they are the result of conduct by the firm or its personnel which is inconsistent with the standard of care set forth in the investment management agreement with the client. Algorithmic, systematic and quantitative modeling and trading introduce additional opportunities for "process exceptions,"—i.e., mistakes, errors, or unexpected results in or from the modeling, coding, integration, order generation, and risk management processes. Process exceptions can arise in a number of situations, such as typographical and other programming errors, data (including third party data) errors, interaction errors between different programs or systems, corrupted code or files, or unanticipated conditions or situations in the trading environment or the economic data. As with trading errors, the firm will (unless it otherwise determines) treat all process exceptions (including those which result in losses and those which result in gains) as for the account of a client, unless they are the result of conduct by the firm or its personnel which is inconsistent with the standard of care set forth in such client’s investment management agreement. SPACs and SPAC PIPE Transactions Certain clients may be subject to a number of actual and potential conflicts of interest that may arise due to the some clients investing in SPACs and SPAC PIPE transactions and certain other clients investing in SPAC sponsor equity investments, including founder's shares or private placement warrants issued by a SPAC, either directly or indirectly through equity interests in a related sponsor vehicle (collectively, "SPAC Sponsor Shares"). In particular, certain clients with a dedicated SPAC investment strategy may have exposure to SPAC Sponsor Shares corresponding to an underlying SPAC in which other clients may invest in accordance with such clients’ investment program. As a result, such clients may have divergent interests with respect to the approval of a certain SPAC's proposed business combination or whether to elect to redeem its SPAC shares as part of that business combination. In particular, any SPAC Sponsor Shares held

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A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. The Investment Manager maintains numerous brokerage and custody arrangements with banks and other established financial institutions. Transactions for clients are allocated to brokers for execution taking into consideration factors such as price, transaction costs, a broker's ability to effect the transactions, its facilities, reliability and financial responsibility, exchange and clearinghouse memberships and levels of access and connectivity thereto, commitment of capital, access to and provision of market and statistical data, research reports and company coverage, quality of research, effectiveness of sales coverage and the provision or payment by the broker of the costs of research, research-related services and execution and connectivity charges that are of benefit to the clients, as well as other factors that are deemed appropriate to consider under the circumstances. Accordingly, the commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) paid by the clients to brokers in the foregoing circumstances may be higher than those paid to other brokers who may not offer such services. 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; consulting services with respect to technology, operations, equipment and office space; or other services or items. 1. Research and Other Soft Dollar Benefits. We do not utilize so-called "soft dollars" (i.e., commission dollars and transaction fees generated through agency and certain riskless principal transactions) to pay for our research-related expenses. However, (i) we do cause or allow our clients to take advantage of certain services offered directly to them by brokers and dealers (e.g., exchange connectivity and certain execution applications), which we will review under an overall "best execution" analysis and (ii) we do receive periodic client updates, “market color” reports, research reports, seminar invitations, and similar services from service providers (including brokers, prime brokers, counterparties, law firms, and auditors) by virtue of being a client or prospective client of such providers (or by virtue of being an advisor to a client or prospective client of such providers). 2. Brokerage for Client Referrals We do not direct brokerage activity to specific broker-dealers in exchange for client referrals. We do, however, utilize certain capital introduction services offered by a number of our prime brokers, pursuant to which we receive introductions to qualified prospective investors in our pooled investment vehicle clients. We will review the performance and costs of the brokerage services provided by these prime brokers as part of a broader “best execution” analysis.

3. Directed Brokerage. Currently, we do not permit our clients, or the investors in pooled investment vehicle clients, to recommend, request or require us to execute transactions through a specified broker-dealer. B. Order Aggregation. We may, when appropriate, allocate investments among one or more client accounts. We have adopted policies and procedures intended to fairly manage the allocation of such investment opportunities, to the extent practicable and in accordance with each client’s applicable investment strategies, over a period of time. Our policies and procedures are intended to ensure that no single client may be or will be favored over another in the allocation of trade orders and investment opportunities, based upon its identity or affiliation, account performance, fee structure, or similar attributes not related to investment factors. The allocation methodology may be based on a “first-in first-out” basis, a “bunched” or “aggregated” basis, or any other method we deem appropriate; provided that the method is designed to achieve a fair and equitable allocation of investment opportunities among our clients over time. We may, in appropriate circumstances, simultaneously transmit orders for different trades for different client in the same instrument. We are under no obligation to use any particular allocation methodology. C. Allocation Policy. 1. Investment Opportunities To the extent the Firm advices clients seeking to receive the same position and such position cannot be fully filled for such clients, the Firm will employ a fair and equitable allocation methodology to allocate the limited investment opportunity among such clients. The proper method of allocating investment opportunities can be complex and requires careful evaluation and application. Limited investment opportunities will generally be allocated among the clients pursuing an identical or a substantially similar underlying investment strategy pro rata based on net asset value (“NAV”), NAV adjusted for exposure to a strategy or asset class of each such client or a similar objective methodology; provided, however, that the following factors, among others, may be considered with respect to each respective client in determining that an allocation is appropriate: 1. 2. 3. 4. 5. 6. 7.

Each client’s own investment guidelines; Risk Management guidelines; Relative historical participation of a Fund in the proposed investment and related exposure considerations; Cash and liquidity needs of each client; Ability to borrow and cost of borrowed funds; Regulatory differences among the clients; (e.g. is a fund a “Qualified Institutional Buyer”?) Legal restrictions, including those that arise in foreign jurisdictions;

8. 9. 10.

Tax status differences among the clients (e.g. differences in tax treatment of offshore vs. domestic entities); New clients with substantial amount of investable cash; and To avoid odd-lots.

2. Expense Allocation The expenses incurred by each client of the Firm will be allocated to such client in accordance with the client’s operative documents (e.g., Limited Partnership Agreement and/or Investment Management Agreement). To the extent that expenses are incurred on behalf of more than one client (e.g., data feeds benefitting two funds), expenses will be allocated to the clients based upon a fair and reasonable allocation methodology. Fair and reasonable allocation methodologies may include, but are not limited to, pro rata (based on client NAV), actual usage of product or service, or size of investment by each client. It may be appropriate to use different allocation methodologies for different expense items. Likewise, the Firm will periodically review its allocation methodologies and revise them where appropriate.

ITEM 13 REVIEW OF ACCOUNTS A. Frequency and Nature of Review of Client Accounts or Financial Plans. Our senior personnel, including our Chief Investment Officer and our individual portfolio managers and researchers, conduct periodic reviews of our clients’ portfolios. In addition, a review of a client portfolio may be triggered by any activity or unusual circumstances. While actual reporting frequency and level of detail varies by client and account, we generally provide investors with monthly, unaudited reports containing performance information and certain risk metrics and with annual audited financial statements within 120 days of the applicable collective investment vehicle client’s fiscal year end. B. Factors Prompting Review of Client Accounts Other than a Periodic Review.

A. Economic Benefits for Providing Services to Clients. We have no disclosures to make under Item 14.A. B. Compensation to Non-Supervised Persons for Client Referrals. We have no disclosures to make under Item 14.B. However, clients and prospective clients are advised to review Item 12.A.2. (“Brokerage for Client Referrals”).

We have no disclosures to make under Item 9.

C. Content and Frequency of Account Reports to Clients. We do not have any set schedule for account reporting to our clients that are pooled investment vehicles, other than arranging for audited financial statements to be provided on an annual basis. We do arrange for written monthly Net Asset Value statements to be provided to investors in our clients that are pooled investment vehicles by the administrator of those funds. Furthermore, we provide a range of periodic reports to investors in our client pooled investment vehicles, as specified in the offering documents of such vehicles. To the extent we have clients that are not pooled investment vehicles, the reporting obligations would be specified in the relevant investment management agreement.

All pooled investment vehicles managed by us are audited in accordance with U.S. GAAP by an independent public accounting firm that is registered with, and subject to regular inspections by, the Public Company Accounting Oversight Board (“PCAOB”). The unqualified audited financial statements are distributed to investors in the client pooled investment vehicles within 120 days of year-end. Client assets are held at “qualified custodians.” To the extent that we advise managed accounts, we do not hold custody of assets in such managed accounts.

We accept discretionary authority to manage securities accounts on behalf of our clients. In general, we are granted this power through investment management agreements that grant us very broad authority to buy and sell securities for client accounts, including the ability to sell short and to enter into derivative and other transactions for our clients’ accounts. In some cases we obtain additional resolutions, powers of attorney, or other authorizations from a client (including from the board of directors or general partner of a client) specifically granting us these powers. We also generally have the ability to leverage and otherwise encumber the assets in such accounts, to transfer assets between a client’s accounts, and to withdraw cash or securities from client accounts for a number of purposes, including to satisfy obligations to us or third parties in respect of management fees, incentive fees or allocations, for payments of expenses, or for expense reimbursement.

ITEM 17 VOTING CLIENT SECURITIES A. Policies and Procedures Relating to Voting Client Securities. Under our existing investment management agreements, we have been delegated all responsibilities with respect to proxy voting for our pooled investment vehicle clients; investors in these clients do not have any right to direct proxy voting. To the extent that we manage specific separate accounts, the allocation of responsibilities for the proxy voting function would be subject to the relevant investment management agreement (and therefore some or all of the disclosures in the remainder of this Item 17 could be inapplicable to those clients). The firm has adopted a policy whereby the firm will vote any voting securities in the best interest of the client, as determined by the firm in its discretion, taking into consideration 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, the investment strategy being pursued, and customary industry and business practices. The firm may decide to abstain from voting or affirmatively decide not to vote if the firm determines that such actions are in the best interest of the client. In making such determination, we will consider the factors above, as well as costs associated with exercising the proxy, any legal restrictions on trading resulting from exercise of the proxy and whether the client is still holding the security. Engagement of ProxyEdge. In order to facilitate the proxy voting process, we have arranged for Broadridge Financial Solutions Inc.’s ProxyEdge (“ProxyEdge”), an independent proxy voting service, to provide our pooled investment vehicle clients with proxy analysis and voting recommendations, vote execution, and periodic reports indicating how individual votes have been cast; accordingly, we have adopted ProxyEdge’s voting guidelines. However, we may, from time to time, determine that it is in the best interests of our clients to depart from ProxyEdge’s voting recommendations, in which case we can override their voting guidelines and provide specific voting instructions. Conflicts. We believe that it is unlikely that we will be faced with any direct or indirect conflicts of interest with respect to the voting of any particular proxy, in part because we have engaged ProxyEdge to handle all proxy votes and adopted their voting guidelines; however, the firm adopted policies to address any conflicts that may arise. Information. Clients may obtain information from us on how we voted their proxies upon request and may obtain a copy of our proxy voting policy and procedures upon request. B. No Authority to Vote Client Securities and Client Receipt of Proxies.

ITEM 18 FINANCIAL INFORMATION A. Balance Sheet.

in advance. B. Financial Conditions Likely to Impair Ability to Meet Contractual Commitments to Clients. We have no disclosures to make under Item 18.B. C. Bankruptcy Filings. We have no disclosures to make under Item 18.C.