Lombard Odier Asset Management (USA) Corp

A. General Description of Advisory Firm. Lombard Odier Asset Management (USA) Corp (the “Investment Adviser” or the “Firm”), a Delaware corporation formed in 2000, commenced operations in its present form in 2007 with an office in New York, New York. Hubert Keller, Jean-Pascal Porcherot, and Peter Clarke serve as the board of directors of the Investment Adviser (the “Board of Directors”). Mr. Hubert Keller is the chairman of the Board of Directors. The Investment Adviser is owned by LO Holding SA which is ultimately owned by Compagnie Lombard Odier SCmA. B. Description of Advisory Services. The Investment Adviser and its affiliates provide investment advisory and subadvisory services on a discretionary basis to (i) private pooled investment vehicles, the securities of which are offered to investors generally on a private placement basis (each, a “Fund” and collectively, the “Funds”) and (ii) investment advisory accounts (including separate vehicles set up for a single “investor” for a variety of purposes) for institutional clients (“Managed Accounts”) and (iii) U.S. registered investment companies. The Funds, Managed Accounts are referred to in this Brochure as “Clients”. Please see Item 8 for further information about the Investment Adviser’s advisory services. The Funds are generally structured as non-U.S. corporations that are generally open-ended collective investment schemes (e.g., Cayman Islands Corporations), non-U.S. public limited companies (e.g., Luxembourg, société d’investissement à capital variable as Undertakings for Collective Investment in Transferable Securities (UCITS)), and U.S. domiciled investment vehicles such as Delaware statutory trusts. All the Funds are either privately offered investment vehicles excepted from the definition of “investment company” under the Investment Company Act of 1940, as amended, (the “1940 Act”) and therefore are not required to register as an investment company or UCITs vehicles offered outside of the United States. The Investment Adviser’s advice with respect to the Funds and Managed Accounts is made in accordance with the investment objectives and guidelines as set forth in the applicable Fund’s confidential offering memorandum or the Managed Account’s investment management agreement. Affiliates of the Investment Adviser include Lombard Odier Asset Management (Switzerland) SA, a Swiss société anonyme, Lombard Odier Asset Management (Europe) Limited, a U.K. limited company, and Lombard Odier Funds (Europe) S.A., a Luxembourg société anonyme. These affiliates, together with the Investment Adviser, are collectively referred to herein as Lombard Odier Investment Managers or “LOIM”. Certain affiliated advisory firms are considered to be “Participating Affiliates” of the Investment Advisor (as that term is used in relief granted by the staff of the Securities and Exchange Commission (“SEC”)) allowing investment advisers registered with the SEC to use portfolio management, operations, and trading resources of advisory affiliates and personnel subject to the supervision of an SEC-registered adviser. Professionals from such Participating Affiliates render portfolio management, valuation, operations, research, due

diligence, risk management, trading, or other related services to the Investment Adviser’s Clients and/or the Investment Adviser as “Associated Persons” of the Investment Adviser and are subject to supervision by the Investment Adviser. In addition, the Investment Adviser provides portfolio management, risk management, research, due diligence, or other services to the Participating Affiliates under separate services agreements. Fees are paid by and received from the parties under these arrangements. Each Associated Person of the Participating Affiliates are subject to regulatory oversight, training and compliance with the Compliance Manual, including the Code of Ethics, of the Investment Adviser. The Funds managed are generally structured as either “master feeder” funds whereby one or more ‘feeder funds’ are offered for investment by investors, which in turn invest in a ‘master fund’ that conducts the investment activities, each of which pursues a separate investment strategy or stand-alone direct investment vehicles. Some of the Funds managed by the Investment Adviser invest in more than one underlying master funds managed by the Investment Advisor (each, an “Underlying Master Fund”) which provides investors with access to a diversified set of investment strategies pursued by the Investment Adviser. This Brochure generally includes information about the Investment Adviser and its relationships with its Clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended (the “1933 Act”), and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering may be made. Investors in the Funds generally must be both “accredited investors”, as defined in Regulation D, and “qualified purchasers”, as defined in the 1940 Act. Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. C. Availability of Customized Services for Individual Clients. The Investment Adviser provides portfolio management and advisory services to private funds and to certain managed account clients. The nature and scope of these services are defined in each Client’s governing documents, including investment management agreements or other applicable agreements, which describe the Client’s investment objectives, mandate parameters, and any Client-specific guidelines or restrictions. For the private funds advised by the Investment Adviser, underlying investors generally may not impose individualized investment restrictions relating to specific securities, industries, or types of instruments. In addition to private funds, the Investment Adviser also advises certain Managed Accounts. Depending on the terms of the mandate, these Managed Accounts may be discretionary or non-discretionary. In discretionary mandates, the Investment Adviser has authority to make investment decisions on behalf of the Client, subject to the Client’s stated objectives and guidelines.

In other cases, such as those governed by strategy-advisory or service-level agreements—the Investment Adviser provides non-discretionary, model-based recommendations regarding the composition or rebalancing of a strategy or index. In these arrangements, the Investment Adviser does not execute transactions, hold trading authority over client assets, or maintain custody of securities. Instead, the Investment Adviser provides periodic recommendations that may be accepted, implemented, or rejected by the counterparty in accordance with the governing agreement. Where the Investment Adviser provides discretionary portfolio management, it may advise on a broad range of instruments and markets, including foreign exchange, interest rates, sovereign and corporate credit, fixed income, equities, commodities, options, futures, swaps, other derivatives, and additional financial instruments. With respect to these discretionary mandates, there are generally no material limitations on the instruments or markets utilized other than those specified in the Client’s governing documents. For certain separately managed account Clients, the Investment Adviser may permit the imposition of reasonable investment restrictions. These may include: (i) limits on certain types of investments or asset classes; (ii) restrictions on particular issuers, industries, or sectors; or (iii) limitations based on the Client’s preferred risk profile for specific instruments or for the account as a whole. By contrast, for strategy-advisory-only Managed Accounts—including those in which the Investment Adviser serves solely as a strategy or index advisor—customization is limited to the parameters permitted under the applicable strategy rules, index methodology, or service-level agreement. In these cases, the strategy’s components, constraints, and rebalancing mechanics are established by the methodology and may not allow for individualized Client restrictions beyond those expressly contemplated in the underlying agreement. D. Wrap Fee Programs. The Investment Adviser does not participate in wrap fee programs. E. Assets Under Management. As of December 31, 2024, the Investment Adviser had regulatory assets under management of approximately $7.4 billion. RAUM is calculated by aggregating the gross value of all securities accounts for which the Investment Adviser provides continuous and regular supervisory or management services.

A. Advisory Fees and Compensation. The advisory fees, allocations and expenses applicable to the Funds are set forth in detail in each Fund’s respective offering documents. A summary of such fees, allocations and expenses is provided below (this summary is qualified in its entirety by the actual terms and conditions set forth in each Fund’s respective offering documents). In addition, the Investment Adviser services Managed Account Clients that have fee arrangements that are generally similar to the Funds. Nonetheless, the Investment Adviser has, and in the future may, negotiate different terms and conditions (including different fee and redemption arrangements) with respect to specific investors in the Funds and/or any new separately managed account Clients. A decision regarding whether to allow a prospective client to open a Managed Account is based upon a variety of factors and is in the Investment Adviser’s complete discretion. Management Fee The Funds generally pay Management Fees range, depending on the Client and in certain instances, depending on the investor(s) in a Fund, from 0% to 2.5% payable monthly or quarterly in arrears. Some Funds may provide for a pass-thru of direct operating and personnel expenses in lieu of part or all of the management fees. Management Fees may be payable by one or more Funds at the master or feeder fund level, or a combination thereof, as set out in the applicable offering memorandum of such Fund. Performance Compensation Performance Fees and allocations are generally equal to between 0% and 30% of any net realized and unrealized appreciation in the Net Asset Value of each Fund. Some Funds may provide for Performance Fees to apply at a sub-strategy level within such Fund. Performance Fees and allocations are generally payable annually and subject to a high water mark. B. Payment of Fees. Fees and compensation paid to the Investment Adviser by the Clients are generally deducted from the assets of such Clients. As discussed above, Management Fees are generally deducted on a quarterly or monthly basis and Performance Compensation is generally deducted on an annual basis. With respect to managed account Clients the Investment Adviser will invoice the Client directly on a monthly or quarterly basis. C. Additional Fees and Expenses. The Funds pay the costs and expenses incurred in relation with their operation, which include, without limitation: (i) brokerage commissions and other costs of executing

transactions, including externally incurred costs of establishing computer and systems connections with the Fund’s brokers and counterparties; (ii) investment expenses and all other expenses (including, without limitation, all commissions, clearing fees, valuation and portfolio pricing, interest charges, financing charges, including on borrowing with Prime Brokers, and any applicable withholding and other taxes) related to the purchase, sale, transmittal or custody of trading assets and related items, as well as costs and expenses associated with obtaining and maintaining regulatory licenses, exchange memberships, credit ratings and identification numbers; (iii) costs of trading, research (including investment research and other data not otherwise acquired though soft dollars) and/or data screens, as well as risk management and data services, IT programming and other IT systems applicable to the Funds’ or the Underlying Master Funds’ operations and risk management and systems (this includes fees and expenses of IT programmers hired to develop user interfaces and other tools to process the data acquired, as well as substantial costs in acquiring data from credit cards, web-scraping and other big data sources); (iv) legal, accounting, auditing, tax and other professional fees and expenses, including consulting and appraisal fees and expenses; (v) fees and expenses resulting from tax preparation and, if applicable, any Tax Matters Partner or Member fees and expenses; any taxes and duties payable in any jurisdiction in connection with the Fund’s operations; (vi) fees in connection with the custody of the Fund’s assets; (viii) insurance costs (including, without limitation, Errors & Omissions or other professional liability insurance, Directors & Officers and general liability insurance); (ix) external administrative costs (including the fees and out-of-pocket expenses of the Central Administration Agent and its agents as well as any other third-party administrator which the Board may select for the Fund), establishing computer and systems connectivity with the Central Administration Agent and other third-party service providers, paying agency, transfer agency, accounting verification (if any) and/or investor registrar services and the costs of middle-office and back- office support as provided by the Central Administration Agent; (x) any other operating or administrative expenses related to accounting, research, due diligence (including travel and related expenses associated with conducting due diligence), third-party consultants, “expert networks” and reporting; (xi) computer software licensing, development, purchasing, programming and operating costs; (xii) costs and expenses relating to the Fund’s regulatory and self-regulatory filings, reporting, registrations and memberships, compliance, including, without limitation, costs associated with U.S. Form PF, the Alternative Investment Fund Managers Directive 2011/61/EU, as amended (the “AIFM Directive”), U.S. Foreign Account Tax Compliance Act (“FATCA”) and other tax-related compliance, costs of compliance programs, third-party compliance consultation, actual and “mock” examinations, regulatory and governmental inquiries, subpoenas and proceedings (in each case, whether involving the Fund or the Manager in its capacity as manager of the Fund); (xiii) costs associated with possible reorganizations or restructurings of the Fund and/or related entities; (xiv) costs resulting from any entities used in the course of the Fund’s trading and investing (e.g., a “blocker” corporation); (xv) costs associated with the sale of the Shares; (xvi) any litigation and indemnification expenses and extraordinary expenses not incurred in the ordinary course of business; (xvii) the costs and fees attributable to any third-party proxy voting service or consultant ; (xviii) costs associated with the listing of the Shares (if applicable) and publication (if any) of the Net Asset Value and all professional and other fees and expenses incurred in connection therewith; (xix) communication expenses with respect to investor services and all expenses of meeting of Shareholders and of preparing, printing and distributing financial and other reports, proxy forms, offering documents and similar documents ; (xx) fees and expenses of any foreign representatives and paying agents appointed in relation with the offering of the Shares and costs associated with the registration/authorization of the Fund in any foreign jurisdiction; (xxi) the annual fees and expenses of the Directors; and (xxii) all other costs related to the

Fund’s investment in the Master Fund. Generally, Client expenses are billed directly to the applicable Client; however, if more than one Client incurs a shared expense, the Investment Adviser generally allocates such shared expense among the applicable Clients (i) in proportion to the net asset value of each applicable Client; (ii) in proportion to the size of the investment made by each Client to which the expense relates; or (iii) in such other manner as the Investment Adviser considers fair and reasonable. D. Prepayment of Fees. Clients do not pay fees to the Investment Adviser more than six months in advance. Please refer to Item 5.A. above for information on the payment of fees. E. Additional Compensation and Conflicts of Interest. Neither the Investment Adviser nor any of its Associated Persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

A. Methods of Analysis and Investment Strategies. The descriptions set forth in this Brochure of specific advisory services that the Investment Adviser offers to clients, and investment strategies pursued, and investments made by the Investment Adviser on behalf of its Clients, should not be understood to limit in any way the Investment Adviser’s investment activities. The Investment Adviser may offer any advisory services, engage in any investment strategy and make any investment for its Clients, including any not described in this Brochure, that the Investment Adviser considers appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies the Investment Adviser pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. The Investment Adviser conducts its own analyses and may also use the analyses of its affiliates as well as third parties. The Investment Adviser may use many sources of information in its analyses of financial instruments which may be obtained from its affiliates or third parties. These sources include but are not limited to: financial filings; business, economic, financial and other publications; trade journals; other money managers or financial services professionals; investment and commercial bankers; industry and turnaround specialists; media sources; information from brokers including, research, models, discussions with analysts, idea meetings, and other information provided by brokers; thirdparty data services; external research; inspections of corporate facilities; one-on-one conversations with company management teams, suppliers, customers, end users and sector specialists, as well as lawyers, bankruptcy attorneys; economists, strategists, lobbyists, academic specialists and expert networks. In addition, the Investment Adviser may employ third-party consultants to provide it with fundamental and technical research, including, but not limited to, information regarding various markets, industries and companies. The Investment Adviser may also utilize other sources of information which may exist from time to time. Unless noted otherwise, the following is a list of the methods of analysis and investment strategies that may be used by the Investment Adviser on behalf of one or more (but not necessarily all) of the Clients. This list is qualified in its entirety by the actual terms and conditions set forth in each Fund’s respective offering documents or a Managed Account’s investment management agreement. Fundamental Long/Short Equity Strategies These fundamental long/short equity strategies involve purchasing securities that the Investment Adviser believes are undervalued or selling short securities that the Investment Adviser believes are overpriced. To determine whether a security is over- or under-valued, the Investment Adviser will conduct a bottom- u p analysis of the business, financial conditions and industry position of an issuer to determine the security’s intrinsic value. The Investment Adviser will then establish a long or short position in securities whose trading values, by our calculations, deviate from their intrinsic value. The Investment Adviser employs a broad range of industry focus, including, but not limited to, long/short

equity in any of the following areas: (i) Consumer, (ii) Healthcare Services, (iii) Technology, Media and Telecom (“TMT”), (iv) Energy, (v) Basic Materials and (vi) other industry sectors, in each case, using a multi portfolio manager approach with different investment teams focused on different strategies . UK Small and Mid-Capitalization Equity Strategies These strategies focus on long and short positions primarily in UK listed securities with a market capitalization of less than £1 billion. The Investment Adviser uses a blend of long-term strategic positions and short-term tactical positions, with the objective of generating absolute positive returns with limited correlation to the equity markets. The strategy takes long positions in companies which the Investment Adviser believes will generate unexpected earnings growth over the long-term and shorts those stocks where earnings expectations appear to the Investment Adviser to be fully discounted in the price, where the Investment Adviser believes the actual earnings may disappoint as against those expectations and/or where the Investment Adviser perceives a structural weakness in the industry in which the company operates or in its franchise. The Company may also short those companies perceived by the Investment Adviser to have poor quality management or those that are in a weak financial position. With respect to certain Funds and Managed Account Clients that pursue this strategy, the Investment Adviser seeks to acquire substantial large minority stakes (in each case no more than [ 30 per cent]) in individual companies, and in such cases there will be, typically, a high level of interaction between the Investment Adviser and company management in connection with such holdings, which may involve a representative of the Investment Advisor taking a seat on the relevant company’s board. In such instances, the Investment Adviser will aim to act as a catalyst for change to enhance shareholder value through active and constructive engagement with management and/or direct engagement with other stakeholders. The Investment Adviser aims to hold a stake in, or be party to an instrument, that permits it to exert a significant influence over the direction of the business of the relevant company. The Investment Adviser will seek to adopt an approach of constructive active engagement, leading strategic and managerial changes, where it deems it necessary, whilst working towards the sale of the relevant company. Merger Arbitrage and Event Driven Strategies These event driven strategies seek to exploit situations in which an announced or anticipated event creates inefficiencies in the pricing of securities. These situations may include (without limitation): announced mergers, unsolicited merger proposals, tender offers, recapitalizations, spin-offs, split-offs, liquidations, bankruptcies, changes in the regulatory environment and material litigation decisions. In response to or in anticipation of such an event, the Investment Adviser will conduct a detailed analysis of the business and financial conditions of the affected issuer, analyze the processes surrounding the event and determine how the anticipated outcome of the event may affect the trading prices of the issuer’s securities. Based on this analysis, the Investment Adviser may structure investments that seek to maximize potential returns. Such an investment may involve all aspects of an issuer’s capital structure, as well as derivative products.

Special Situations Strategies These strategies consist of both long and short investments in the distressed securities of an issuer in situations where the Investment Adviser believes, based on a fundamental analysis of an issuer’s creditworthiness and the processes surrounding any possible restructuring of the issuer or the issuer’s debt, that the trading value of the distressed securities does not reflect its intrinsic value. Investment decisions are mainly expressed through equity positions but can also be expressed through a variety of distressed debt securities and derivatives, which collectively can include stock, options, bonds, bank debt, credit derivatives, trade or vendor claims, as well as other contractual and legal obligations. These strategies include, but are not limited to, issuers who are in financial distress or have filed for bankruptcy protection. At times, the Investment Adviser may proactively engage directly with companies or creditor committees to restructure debt obligations. Credit Convexity Strategies Certain Clients are managed according to a strategy of relative value credit and volatility investing (the “Credit Convexity Strategy”). This strategy is based on the concept that markets are not fully efficient and therefore, by using a full range of credit, credit derivative, volatility and equity instruments the Credit Convexity Strategy may take advantage of pricing inefficiencies across segmented, global credit and volatility markets. The Investment Adviser seeks to employ a wide range of cash and derivative instruments on both the long and short side, in order to achieve the appropriate risk, return and diversification objectives. It seeks to find cheap option-like profiles to manage its risk and enhance returns. Event Convexity Strategies Certain Clients are managed according to a strategy of combining securities across the capital structure of issuers to create asymmetric opportunities around events (the “Event Convexity Strategy”). The strategy aims to use leveraged long and short positions to generate consistent returns, irrespective of momentum, macro trends or market direction. This strategy is based on the concept that markets may not be fully efficient and therefore, the Event Convexity Strategy seeks to layer the optionality from traditional fundamental events, with perceived inefficiencies across multiple asset classes (product convexity), aiming to create a more predictable return profile. The Investment Adviser believes that changes in market dynamics have created two anomalies which it seeks to take advantage of: (i) Fundamental optionality alone is no longer enough to be successful in event-driven investing, and (ii) Effects of crowding and liquidity concerns have created pricing dislocations which can impact performance. The Investment Adviser’s investment philosophy is based on a differentiated approach which seeks to benefit from these dynamics by layering traditional fundamental optionality with product convexity, and taking advantage of the pricing dislocations surrounding events such as M&A activity, bankruptcies and reorganizations, business model and management changes and other corporate events.

Tail Hedge Strategies This strategy seeks to generate absolute risk-adjusted returns particularly in periods of market stress. The strategy intends to pursue this objective through a strategy of relative value credit and volatility investing. This strategy is based on the concept that markets are not fully efficient and therefore, by using a full range of credit, credit derivative volatility and equity instruments the strategy may take advantage of pricing inefficiencies across segmented, global credit and volatility markets to construct trades that have on average a short directional bias. The strategy seeks to exploit market inefficiencies to create asymmetric trades that overall do not carry much negative carry. Climate Transition Strategies This strategy invests in equity and equity related securities (including, but not limited to, warrants) issued by companies worldwide (including Emerging Markets) whose growth will benefit from regulations, innovations, services or products related to the global fight against or adaptation to climate change. The strategy seeks to invest in high quality companies with sustainable financial models, business practices and business models showing resilience and the ability to evolve and benefit from long-term structural trends using its LOIM proprietary ESG and Sustainability Profiling tools and methodologies.

Sustainable Private Credit Strategy This strategy seeks credit-oriented investments primarily in private, middlemarket companies and related projects that may advance select social and environmental impact themes while generating attractive risk-adjusted returns and current income. The strategy generally focuses on: companies seeking direct financing; companies that are in growth stage; and companies and projects in line with U.N. Sustainable Development Goals. In general, the strategy will target private credit opportunities, senior secured lending, second lien debt, mezzanine debt, and private equity and warrants. Investments are expected to be focused on areas of investment opportunities, which may include (i) sustainable infrastructure, (ii) resource efficiency, (iii) agriculture and water resources, (iv) climate change mitigation, (v) clean energy, and (vi) safety and security.

Global Carbon Credit Strategy This strategy seeks to actively invest and trade in carbon markets globally seeking to generate attractive risk-adjusted returns with low correlation to other assets and positive social and environmental impact. The strategy trades physical (allowances and credits) and derivatives across compliance and voluntary carbon markets worldwide. In general, the strategy seeks to provide upside participation in these markets while managing tail risks. Portfolio construction also aims to generate high quality alpha through a range of strategies to benefit from market inefficiencies in rapidly evolving markets with high barriers to entry and low investor coverage and participation. Investments in the Compliance Market are expected

to be focused on areas of investment opportunities, which may include (i) physical allowances, (ii) swaps on physical allowances, (iii) derivatives, and (iv) listed futures and options. Investments in the Voluntary Market may include (i) physical credits, (ii) forwards on physical credits and (iii) futures with standardized deliverables.

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The Investment Adviser generally provides investment advice to Funds and Managed Accounts, as described above. The investors in the Funds consist of endowments, foundations, insurance companies, high net worth individuals, funds of funds, public and corporate pensions, and other sophisticated investors. Investors must be either: • both “qualified purchasers” as defined in the 1940 Act and “accredited investors” as defined in the 1933 Act: or • non-United States persons. Generally, the Funds require a minimum initial investment of $100,000, which minimum may be waived in our discretion and subject to applicable law. Although there is no specified minimum dollar value for establishing a Managed Account, the size of a Managed Account is subject to negotiation and typically is significantly in excess of the minimum investment required for the Funds. The beneficial owners of Managed Accounts generally receive more information (including portfolio composition information) and have more favorable liquidity rights than the investors in the Funds. This could disadvantage investors in the Funds because the Managed Accounts may act more quickly in liquidating the portfolio than investors in the Fund during volatile market conditions. Although certain investors in the Funds or Clients receive different material terms, the Investment Adviser generally will only offer such terms if they believe other investors in the Fund or Clients, as the case may be, will not be materially disadvantaged. We may also negotiate fees for Managed Accounts that may be more favorable than the fees in place for comparable Fund classes or tranches. Our decision on whether to allow a prospective client to open a Managed Account is made based on a variety of factors, and the decision to allow anyone to open a Managed Account is in our complete discretion.

The Investment Adviser and its affiliates accept performance-based fees from some but not all Clients to which it provides investment advisory services. Although the Investment Adviser and its affiliates accept performance-based fees from some of its Clients, the formula for calculating such fees may differ from one Client to the next, which creates a conflict of interest with respect to the allocation of investment opportunities among funds with the same or substantially similar strategies. The Investment Adviser is committed to allocating investment opportunities on a fair and equitable basis and has established order aggregation and allocation policies and procedures to address the potential conflict of interest. Please see Item 12 for a description of such policies and procedures. The Investment Adviser’s receipt of performance-based fees may motivate it to make investments that are riskier or more speculative than it would make if it did not receive performance-based fees. This incentive may be particularly acute when performancebased fees are payable only upon exceeding a hurdle rate or high- w a t e r mark and performance of Client accounts is below any such hurdle or high-water mark. The Investment Adviser has an incentive to favor one Client over another Client if performancebased compensation is likely to be paid sooner in one than in the other. In addition, if a Client’s performance makes it unlikely to pay performance-based compensation, the Investment Adviser has an incentive to allocate desirable investment opportunities to a Client more likely to pay performance-based compensation. The Investment Adviser recognizes that it is a fiduciary and as such, must act in the best interests of the Clients. The Investment Adviser has adopted and implemented policies and procedures, including an allocation policy, intended to address conflicts of interest relating to the management of multiple Funds. Because net capital appreciation generally includes unrealized appreciation of Client assets, it may result in the Investment Adviser receiving more performance-based fees than if net capital appreciation were based solely on realized gains. To the extent the Investment Adviser causes one Fund Client to invest in another, one of the Funds will generally waive all performance-based fees with respect to such investment to ensure that only one level of performance-based fees is charged in relation to such Client.

A. Broker-Dealer Registration Status. The Investment Adviser, its management persons and its Associated 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. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status. The Investment Adviser and its Associated Persons are not registered as, and do not have any application to register as, futures commission merchants, commodity trading advisors or associated persons of the foregoing entities. The Investment Adviser is registered as a commodity pool operator with the Commodities Futures Trading Commission. It has claimed exemptions with respect to the Funds under either CFTC Rule 4.13(a)(3) or CFTC Rule 4.7 from the obligations of a CFTCregistered commodity pool operator and, accordingly, is not subject to certain regulatory requirements with respect to such Funds (which are intended to provide certain regulatory safeguards to investors) that would otherwise be applicable absent such an exemption. C. Material Relationships or Arrangements with Industry Participants. Investments by Affiliates – Investors in the Funds, who are involved in the management group, including the Principals, will be in possession of information relating to the Funds not available to all investors. It is also likely that an affiliate of the management group may hold a substantial portion, or even a majority, of the shares of a Fund, which can impact operations of such Fund, including anything requiring a shareholder vote. It should also be noted that some of the Directors of the Investment Adviser and its affiliates are also Directors of some of the Funds. Participating Affiliates – See Item 4 for a description of the arrangement in place relating to affiliates of the Investment Adviser that provide certain services to the Investment Adviser. Other Global Affiliates – The ultimate parent of the Investment Adviser has numerous other banking, brokerage and non-US Investment Adviser subsidiaries. The Investment Adviser does not generally engage in business transactions with such global affiliates either on its own or on behalf of its Clients and any such transactions will be approved in accordance with Firm Policy. Such global affiliates may make investments that are opposite or inconsistent with positions than that taken by the Investment Adviser on behalf of its Clients. The Investment Adviser generally has no visibility on the global affiliates transactions, and strict processes are in place to ensure the separateness of the investment activities conducted by each of the Investment Adviser and the global affiliates respectively. Other Funds - The Investment Adviser and its members, officers and employees will devote as much of their time to the activities of the Clients as they deem

necessary and appropriate. The Investment Adviser and its affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with the existing Clients and/or may involve substantial time and resources of the Investment Adviser and its affiliates. D. Material Conflicts of Interest Relating to Other Investment Advisers. The Investment Adviser does not recommend or select other investment advisers for its Clients. E. Securities Class Action Participation The Investment Adviser has retained the services of Financial Recovery Technologies to monitor any securities class actions that the Investment Adviser’s Clients may be eligible to participate in, to file appropriate claims and to monitor recovery of any such claims on behalf of the Investment Adviser’s Clients. F. Other Activities and Relationships Associated Persons of the Investment Adviser and its affiliates may serve on the boards of directors of issuers in which Clients are invested. Serving in such capacity will give rise to conflicts of interest in the event that an Associated Person’s obligations to the issuer as a director conflict with the Associated Person’s fiduciary duties to a Client or Clients. In addition, members of the investment team or investment committee of a particular Client will work on other projects for the Investment Adviser. Conflicts may arise in allocating management time, services or functions, and the Investment Adviser’s ability to access other professionals and resources within the Investment Adviser for the benefit of a particular Client may be limited. Such access may also be limited by the internal compliance policies of the Investment Adviser, including, without limitation, information barrier policies, or other legal or business considerations.

A. Code of Ethics. The Investment Adviser strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, the Investment Adviser has adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles that all employees are expected to uphold: •

employees must at all times comply with applicable Federal and state securities laws;

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employees must at all times place the interests of Clients first;

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all personal securities transactions must be conducted in a manner consistent with the Code and any actual or potential conflicts of interest or any abuse of an employee’s position of trust and responsibility must be avoided;

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employees must not take any inappropriate advantage of their positions;

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information concerning the identity of securities and financial circumstances of the Clients, including the Clients’ investors, must be kept confidential; and

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independence in the investment decision-making process must be maintained at all times.

Clients may request a copy of the Code by contacting the Investment Adviser at the address or telephone number listed on the first page of this document. Personal Trading – The Investment Adviser has adopted a Personal Trading Policy (the “Policy”) designed to prevent improper personal trading and identify conflicts of interest that may arise. The following is a summary of the restrictions placed on the Investment Adviser’s Associated Persons: •

no Associated Person may transact in the securities of any issuer on the Firm’s Restricted List;

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transactions in reportable securities, with the exception of Diversified Broad-based ETFs, require pre-clearance by the Investment Adviser’s compliance personnel. Reportable securities include all securities (whether public or private, equity or debt) as is defined under Federal law and includes stocks, options, warrants, units, ETFs (unless excepted as provided herein), closed end funds and corporate bonds, any derivative on any security, but does not include: (i) interests in

any Fund for which LOIM serves as an investment adviser; (ii) U.S. Government obligations; (iii) bank certificates of deposit or similar instruments; (iv) money market instruments; or (v) interests in open end investment companies registered under the 1940 Act (i.e., mutual funds); •

a 30-day holding period is placed on both purchase and sales in covered accounts to prevent short term trading;

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no Associated Person may acquire any security in an initial public offering (IPO);

•

no Associated Person may engage in more than 10 transactions across all of their covered accounts during any calendar month;

•

Associated Persons may not invest in small and mid-cap securities that are held in the portfolios of the Clients of the Investment Adviser; and

•

Associated Persons are required to submit quarterly transaction reports and provide annual certifications relating to the accuracy of information provided in relation to personal trading accounts.

Exceptions to the Policy may be granted in limited circumstances by the Investment Adviser’s Compliance Department. These situations will be reviewed on a case by case basis and permission will only be granted in cases where such exception, in the judgement of the Chief Compliance Officer, will not be in conflict with the intent of the Policy. Any waiver by the Chief Compliance Officer shall not affect the obligation of all persons subject to the Policy to comply with the provisions of the Policy, nor shall it relieve any such persons of the obligation to comply with the disclosure and reporting requirements. B. Securities that the Investment Adviser or a Related Person Has a Material Financial Interest. 1. Cross Trades As a result of subscriptions or redemptions and the change in the value of a Client’s assets in any month and the Investment Adviser’s desired exposures, the Investment Adviser adjusts, to the extent practicable, the exposure levels of the relevant Clients and other accounts advised by the Investment Adviser or its affiliates which may follow the same investment strategy, to investments in their respective portfolios. Such adjustments may be effected by purchases and sales in the market or by a transfer between relevant Clients (a “Cross Trade”). Additionally, a Cross Trade also may be effected in certain other circumstances, including, without limitation, for liquidity purposes or to reduce transaction costs that may arise in an open market transaction, if the Investment Adviser determines the transaction to be in the best interests (and consistent with the investment program, risk management, best execution guidelines and other relevant considerations) of the relevant Clients. Generally, the relevant asset will be transferred via journal entry at a price determined by the valuation procedures of the relevant Clients. In most situations, the relevant asset will be transferred between Clients in the market with the assistance of a broker-dealer based on the current applicable price on the market.

2. Principal Transactions To the extent that cross transactions may be viewed as principal transactions due to the ownership interest in a Fund by the Adviser and its personnel, the Adviser will either not effect such transactions or comply with the requirements of Section 206(3) of the U.S. Investment Advisers Act of 1940, as amended, including (i) disclosure is provided to each client about the potential conflict of interest; (ii) the use of independent third parties to obtain fair and better pricing for participating Funds, (iii) obtaining client consent for each cross transaction within the timeframes required, (iv) participating Funds to receive best execution; and (iv) no brokerage commission or mark up or mark down being charged. C. Investing in Securities that the Investment Adviser or a Related Person Recommends to Clients. The Code places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to the Investment Adviser on a periodic basis, and requires that employees pre-clear certain types of personal securities transactions. The Investment Adviser, its affiliates and its employees may invest on behalf of themselves in securities and other instruments that would be appropriate for, or may fall within, the investment guidelines of Clients. However, the Policy restricts Associated Persons from investing in securities currently held in Client portfolios. The Policy also prohibits or restricts trading by employees in securities while in possession of confidential or other proprietary information regarding an issuer, order or research idea. The Investment Adviser, its affiliates and its employees may give advice or take action for their own accounts or for the accounts of some but not all of its Clients that may differ from, conflict with or be adverse to advice given or action taken for other Clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more clients. Potential conflicts also may arise because the Investment Adviser and its personnel may have investments in some Clients but not in others or may have different levels of investments in the various Clients. The Investment Adviser has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest. Although the Investment Adviser’s goal is to be fundamentally fair on an overall basis with respect to all Clients, there can be no assurance that on a trade-by-trade basis that one Client will not be treated differently from another. The allocation procedures will sometimes cause a Client to receive a different price or amount of assets than it would have otherwise received. For example, if the Firm did not manage multiple Client accounts each Client individually could be able to receive or sell a greater percentage of limited opportunity securities. Consequently, when multiple Clients participate in limited opportunity trades, each participating Client reduces the opportunity available to other participating Clients. Nonetheless, the Firm expects this conflict of interest to arise infrequently because the majority of the securities the Firm invests in are liquid and readily available investments. D. Conflicts of Interest Created by Contemporaneous Trading.

The Investment Adviser and its affiliates provide management services to the Clients. Portfolio managers employing certain strategies manage overall portfolios that are generally allocated to one or more Clients on a pari passu basis, such that the portfolio manager does not allocate specific positions to one Client or another. Rather investment decisions are generally made based on the portfolio as a whole. However, the portfolio strategies employed for some Clients could conflict with the transactions and strategies employed in managing other Clients’ portfolios and affect the prices and availability of the securities and instruments in which the other Clients invest. Conversely, participation in specific investment opportunities may be appropriate, at times, for more than one Client. In such case, participation in such opportunities will be allocated on an equitable basis, taking into account such factors as regulatory constraints, diversification requirements, gross exposures, the relative amounts of capital available for new investments, relative exposure to short-term market trends, and the respective investment programs and portfolio positions of the Clients. Accordingly, such considerations may result in allocations of certain investments on other than a pari passu basis. E. Indemnification and Errors. The Investment Adviser is liable for any loss incurred by the Clients arising out of any investment that is not in compliance with the provisions of the applicable investment management agreement and such Client’s investment objectives, investment policies and investment guidelines. Notwithstanding the above, the Manager shall not be liable for trade errors (other than those resulting from willful misconduct, bad faith or gross negligence on the part of the Investment Adviser) applicable to Clients that are private funds. Conversely, the Investment Adviser remains liable for all losses incurred because of trade errors for certain other Managed Accounts and other Clients, as set out in more detail in each applicable investment management agreement. The Investment Adviser will indemnify the Clients that are private funds in respect of any and all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses, or disbursements of any kind or nature whatsoever including, without limitation, losses incurred by reason of any claim made by any investor in such Clients, losses which may be imposed on, incurred by or asserted against such Clients, arising from the negligence (gross negligence in the case of trade errors), willful misfeasance, default, bad faith or fraud of the Investment Adviser, its directors officers or employees. Without limiting the generality of the foregoing, the Investment Adviser shall not be liable for any loss arising from its adherence to or compliance with the investment guidelines set forth in the confidential offering documents of its Funds, instructions given by the Fund and with any additional investment guidelines communicated in writing from time to time by such Fund’s Board of Directors. Nothing contained in this paragraph or in any other part of this Form ADV Part 2A should be construed as limiting a Client’s and/or Fund investor’s rights under all applicable laws. F. Side Letters and Agreements. The Investment Adviser and its affiliates have, and in the future may from time

to time, enter into letter agreements or other similar agreements (collectively, “Side Letters”) with one or more investors that alter, modify or change the terms of the investment of such investor in a Fund. Side Letters may provide such investors with additional or different rights from other investors, which may include, among others, different fee arrangements, redemption rights, minimum and additional subscription amounts, informational rights and capacity rights, however, no side letter will provide an investor with both enhanced liquidity and transparency rights. A Side Letter may grant an investor access to certain information regarding a Fund that may not be available to other shareholders. Such investor may make investment decisions with respect to their investment in a Fund based on such information, including, without limitation, requesting redemptions. In general, a Fund is not required to offer such additional or different terms to any or all of the other investors.

A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. As noted previously, the Investment Adviser has full discretionary authority to manage the Clients, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. The Investment Adviser’s authority is limited by its own internal policies and procedures and each Client’s investment guidelines. The Clients’ securities transactions can be expected to generate a substantial amount of brokerage commissions and other compensation, all of which the Clients, not the Investment Adviser, will be obligated to pay. The Investment Adviser will have complete discretion in deciding what brokers and dealers the Clients use and in negotiating the rates of compensation the Clients pay. Unless the Investment Adviser receives instructions from a Managed Account to use a specific broker-dealer, the Investment Adviser will generally have complete discretion to decide what broker-dealers or other counterparties will be used in executing transactions for Clients, and the Investment Adviser negotiates the rates of compensation that Clients will pay. In addition to transactions executed with brokers on an agency basis, the Clients expect to buy and sell securities directly from or to dealers acting as principal at prices that include markups or markdowns and may buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. Portfolio transactions for the Clients will be allocated to brokers by the Investment Adviser. The Investment Adviser will utilize various brokers to execute securities transactions for the Clients. In selecting brokers to effect portfolio transactions, the Investment Adviser considers such factors as price, the ability of the brokers and dealers to effect the transaction, the brokers’ facilities, reliability and financial responsibility, commission rates, willingness to commit capital, and the brokers’ provision of or payment for (or the rebate to the Clients for payment of) the costs of research and brokerage related services that are of benefit to the Clients, the Investment Adviser and related funds and accounts. The Investment Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Accordingly, if the Investment Adviser determines in good faith that the amount of commissions charged by a broker are reasonable in relation to the value of the brokerage and research or investment management related services provided by such broker, the Clients may pay commissions to such broker in an amount greater than the amount another firm might charge. The Investment Adviser maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. As part of its procedures, the Investment Adviser established a Best Execution & Brokerage Committee (the “Committee”) that is responsible for reviewing broker-dealer commissions, trade volume, and other transaction costs as well as the overall quality of execution to determine reasonableness in light of services received and consistency with these guidelines. The Committee is comprised of the Senior Trader, Chief Executive Officer/General Counsel, Senior Risk Officer,

Director of Operations, and Chief Compliance Officer, . The Committee meets periodically, generally on a quarterly basis, to evaluate the performance of broker-dealers currently being used to effect Client trades. B. Research and Other Soft Dollar Benefits. Research and investment management services provided by brokers through which portfolio transactions for the Clients are executed, settled and cleared may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, on-line quotations, news and research services, and other services providing lawful and appropriate assistance to the Investment Adviser in the performance of its investment decision-making responsibilities on behalf of the Clients (collectively, “soft dollar items”). Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended, permits the use of soft dollar items in certain circumstances, provided that the Clients do not pay a rate of commissions in excess of what is competitively available from comparable brokerage firms for comparable services, taking into account various factors, including commission rates, financial responsibility and strength and ability of the broker to efficiently execute transactions. The Investment Adviser currently operates within the “safe harbor” under Section 28(e). Affiliates of the Investment Adviser also comply with Section 28(e) except to the extent that other foreign rules apply to their operations. When the Investment Adviser uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, the Investment Adviser receives a benefit because it does not have to produce or pay for such products or services; except when applicable, the Investment Adviser must comply with the requirements proscribed by The European Union Markets in Financial Instruments Directive II, 2018, as amended (“MiFID II”). The Investment Adviser may have an incentive to select or recommend a brokerdealer based on the Investment Adviser’s interest in receiving research or other products or services, rather than on its Clients’ interest in receiving most favorable execution. Generally, the Investment Adviser seeks to allocate the benefits received from Client trades to research or other products and services utilized by such Client. However, this may not always be the case as research and other products and services cannot always be specifically allocated to one Client or another. C. Brokerage for Client Referrals. Neither the Investment Adviser nor any related person receives client referrals from any broker-dealer or third party. However, as discussed above, subject to best execution, the Investment Adviser may consider, among other things, capital introduction and marketing assistance with respect to investors in the Funds in selecting or recommending brokerdealers for the Funds. From time to time, representatives of the Investment Adviser may speak at conferences and programs for investors interested in investing in hedge funds which are sponsored by prime brokers. These conferences and programs may provide opportunities by which the Investment Adviser is introduced to potential investors in the Funds. Generally, the prime brokers are not compensated by the Investment Adviser, the Funds or the potential investors for providing such “capital introduction” opportunities. A prime broker may also

provide capital introduction services whereby the Investment Adviser may be afforded the opportunity to make a presentation regarding its services to certain qualified investors introduced by such prime broker. This could result in a conflict of interest between the Investment Adviser and the applicable Client. While a prime broker will receive commercially reasonable fees for its services as a prime broker, such prime broker generally would provide capital introduction services to the Investment Adviser at no additional cost. From time to time, brokers may assist the Funds in raising additional capital from investors. In addition, from time to time, an investor may request that the Investment Adviser direct brokerage to a broker affiliated with an advisor to the investor who had recommended that the investor invest in the Funds. Subject to its obligation to seek best execution, the Investment Adviser may consider referrals of investors to the Funds, and requests by investors to direct brokerage, in determining its selection of brokers. However, the Investment Adviser will not commit to an investor or broker to allocate a particular amount of brokerage in any such situation. E. Order Aggregation. The Investment Adviser may open “average price” accounts with brokers. In an “average price” account, purchase and sale orders placed during a trading day on behalf of all accounts of the Investment Adviser, their affiliates and their clients are combined, and securities bought and sold pursuant to such orders are allocated among such accounts on an average price basis. Likewise, the Investment Adviser strives to use an average price for client trades executed contemporaneously. F. Brokerage for Events and Introductions. The Investment Adviser may execute Client transactions with broker-dealers (including prime brokers) that sponsor events, meetings or other communications between potential investors and the Investment Adviser. These capital introduction services are provided incidental to other brokerage services. The Investment Adviser is not compelled to engage broker-dealers that sponsor these capital introduction programs in order to be included at these events. However, these capital introduction events are typically sponsored by brokerdealers that provide necessary services to the Funds, and they may create the appearance of using the execution services of these broker-dealers in order to be invited to their capital introduction programs. The Investment Adviser does not pay to participate in these programs and does not select broker-dealers based on the receipt or potential receipt of any client or investor referrals from these programs or services (although Clients will not necessarily pay the lowest possible commission when executing transactions through these broker-dealers as noted above in this Item 12). However, the Investment Adviser may pay to attend certain conferences, seminars, and other events that are attended by prospective investors, but are not specifically designed as capital introduction events. Furthermore, broker-dealers or their affiliates may introduce us to prospective investors and will continue to have business relationships with, and execute brokerage transactions on behalf of, Clients.

G.

Directed Brokerage.

The Investment Adviser may permit Managed Account Clients to select their own counterparties and direct the Investment Adviser to execute transactions through a specified broker-dealer or broker-dealers. However, when acting pursuant to these instructions, the Investment Adviser may be unable to achieve most favorable execution, which can result in additional costs and expenses for the Client. For example, such Clients may pay higher brokerage commissions and may receive a less favorable price when buying or selling if they cannot participate in an aggregated trade along with other Client orders executed through broker-dealers selected by the Investment Adviser. The Investment Adviser does not recommend, request, or require that a Client direct the Investment Adviser to execute transactions through a specified broker-dealer. H. New Issues. The Investment Adviser will only allocate appreciation and depreciation from “new issues,” as defined under Rule 5130 of the Financial Industry Regulatory Authority, as amended, supplemented, and interpreted from time to time, and other restricted investments, to investors in a Fund and to Managed Accounts in which beneficial owners are eligible to participate therein. I. Trade Errors. As described above, while carrying out trading and investing responsibilities on behalf of Clients, the Investment Adviser may make “trading errors” in executing specific trading instructions (e.g., the purchase or sale of a security in the wrong amount, or contrary to Client investment guidelines). The Investment Adviser has established policies and procedures regarding the handling of trading errors in Client accounts under which all trading errors, including those which result in losses and those which result in gains, are treated as for the account of Clients, unless they are the result of conduct on the part of the Investment Adviser which is inconsistent with the standard of care set forth in the Clients’ material contracts, as applicable. The Investment Adviser will have a conflict of interest in determining whether a trading error has occurred, and in determining how to deal with such trading error.

A. Economic Benefits for Providing Services to Clients. The Investment Adviser, its affiliates and its personnel, will, from time to time, receive benefits and/or certain services (including, without limitation, capital introduction, hedge fund consulting, gifts and entertainment) from direct or indirect service providers to, counterparties of and portfolio companies of clients. Such arrangements do not impact client fees but may create conflicts of interest in the selection and retention of service providers and counterparties and the acquisition and disposition of investments. The Adviser mitigates this risk by conducting periodic reviews of such benefits to ensure they align with client interests.. B. Compensation to Non-Supervised Persons for Client Referrals. In accordance with Rule 206(4)-1 of the Investment Advisers Act of 1940 (the “Marketing Rule”), the Adviser has entered into written solicitation agreements with certain third parties who provide referrals. Compensation for such referrals may include cash payments, a percentage of management or performance fees, or other economic benefits. Under the Marketing Rule, the Adviser ensures that: • All referral arrangements are governed by a written agreement detailing the solicitor’s compensation and obligations. • Solicitors provide investors with required disclosures regarding the nature of the relationship, compensation received, and potential conflicts of interest. • The Adviser exercises oversight and due diligence to ensure that solicitors comply with applicable laws and regulations. Because solicitors receive compensation for referring clients, they are subject to a conflict of interest to the extent that they will be compensated in connection with their introduction activities. If a prospective investor is introduced to the Investment Adviser through a solicitor, appropriate disclosure will be made to such prospective investor regarding the arrangement, if any, with such solicitor. Investors should carefully consider this conflict before engaging the Adviser’s services. If a Managed Account Client is introduced to the Investment Adviser by a solicitor, the Investment Adviser may compensate that solicitor in accordance with the requirements of Rule 206(4)-1(b) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Under the New Marketing Rule, solicitors must comply with both jurisdictional requirements, specific disclosure and fee structure obligations to receive a referral from the Investment Adviser.

There are no legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of the Investment Adviser’s advisory business or the integrity of the Investment Adviser’s management. As part of the Investment Adviser’s routine compliance training and monitoring, all employees are asked to certify upon hire, and thereafter on at least an annual basis, whether they have been the subject of any disciplinary actions.

A. Frequency and Nature of Review of Client Accounts or Financial Plans. The Investment Adviser performs various daily, weekly, monthly, quarterly and periodic reviews of each Client’s portfolio. Such reviews are conducted by the portfolio managers, risk and research associates, and compliance personnel. B. Factors Prompting Review of Client Accounts Other than a Periodic Review. Risk management triggers are employed in the case of portfolio and/or position loss, gain, increase and decrease outside of each Client’s guidelines. Compliance with those thresholds are monitored daily and where appropriate, intra-day. C. Content and Frequency of Account Reports to Clients. Investors in the Funds receive a monthly letter from the Investment Adviser documenting the performance of their Fund, along with a commentary by the Investment Adviser, although the Investment Adviser provides certain investors with information on a more frequent and detailed basis if agreed to by the Investment Adviser. In addition, the Investment Adviser issues investors tax reports and audited financial statements concerning their respective Funds within 120 days of the end of a Fund’s fiscal year. While all investors generally receive similar information, to the extent an investor receives additional information (that other investors have not received), which is in addition to information provided in a Fund’s regular reports to investors, such information may provide such investor with greater insight into such Fund’s activities. This may enhance such investor’s ability to make investment decisions with respect to the Fund and possibly affect such investor’s decision to request a redemption from such Fund.

The Funds for which the Investment Adviser is deemed to have custody maintain their assets with independent qualified custodians. The Investment Adviser is deemed to have custody of certain client funds and securities because it has the authority, in those instances, to obtain client funds or securities, for example, by deducting advisory fees from a client’s account or otherwise withdrawing funds from a client’s account. These Funds are pooled investment vehicles that are audited by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. Financial Statements with an unqualified audit opinion are distributed to all of these Funds for which the Investment Adviser is deemed to have custody within 120 days of such Fund’s fiscal year-end. Account statements related to such Clients are sent by independent qualified custodians to the Investment Adviser. The Investment Adviser does not currently have custody of the assets of Managed Accounts, and certain other Funds.

The Investment Adviser and, in certain cases, its advisory affiliates have full discretionary trading authority over each Client. The Investment Adviser’s investment decisions and advice with respect to each Fund are limited by internal policies and procedures, and each Fund’s investment objectives and guidelines, as set forth in their respective offering documents. Also, the Investment Adviser generally has full discretionary trading authority with respect to the Managed Accounts, although such Clients may impose limitations on this authority with respect to: • the specific types of investments or asset classes that the Investment Adviser will or will not purchase for their account; • the nature of the issuers of investments that the Investment Adviser will or will not purchase for their account; or • the risk profile of instruments the Investment Adviser will or will not purchase for their account, or the risk profile of the account as a whole.

In compliance with Advisers Act Rule 206(4)-6, the Investment Adviser has adopted proxy voting policies and procedures. These policies and procedures are reasonably designed to ensure that the Firm votes proxies in the best interest of each respective Client and addresses how the Firm resolves any conflict of interest that may arise when voting proxies. In case of voting, a systematic vote will take place on 100% of the position, except for the equities issued by a country with share-blocking requirements, in which case the Funds will not vote. To this end, the Investment Adviser utilizes the services of ISS to assist in voting proxies on behalf of the Investment Adviser’s Clients. Voting is generally in accordance with ISS recommendations with the exception of “material events”, (i.e., mergers, IPOs, liquidations, spin-offs, etc.) which typically require input from the relevant portfolio manager that is then presented to an internal committee within the Investment Advisor and its affiliates to review to ensure any conflicts of interests are known and addressed. In these circumstances, ISS will designate a cut off time. If the portfolio manager does not submit the required information by the cut off time the automatic vote following ISS’s recommendations will be generated. Upon a request by a Client, we will disclose to Clients or investors how we voted securities it owned. Clients and investors may also contact the Investment Adviser via e-mail or telephone shown on the Cover Page to request a copy of the Firm’s proxy voting policies and procedures.

The Investment Adviser 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. A. Balance Sheet. Not applicable. B. Financial Conditions Likely to Impair Ability to Meet Contractual Commitments to Clients. Not applicable. C. Bankruptcy Filings. Not applicable.