Magnetar Financial LLC

Magnetar Financial LLC (“Magnetar” or the “Investment Manager”) is a Delaware limited liability company and has been an SEC registered investment adviser since September 2005. Magnetar Capital Partners LP is the sole member of Magnetar. The general partner of Magnetar Capital Partners LP is Supernova Management LLC. Supernova Management LLC is owned by David Snyderman, Ross Laser and Alec Litowitz. Effective October 24, 2022, David Snyderman was appointed Chief Executive Officer of Magnetar. Magnetar serves as the investment manager for, and provides discretionary and may at times provide non-discretionary investment advisory services to, several U.S. and non-U.S. private investment funds and separately managed accounts. The private investment funds and separately managed accounts may pursue a single strategy or multiple strategies and may invest in a wide range of securities, derivatives and other assets. The private investment funds for which Magnetar acts as investment manager are referred to collectively as the “Funds.” The Funds can be broadly categorized as “Internal Funds,” which are anticipated to have as their only investors one or more of the other Funds, and “External Funds,” which accept investments from outside investors. The External Funds may invest any or all of their assets into one or more Internal Funds rather than trading directly. Magnetar generally has full discretion in trading on behalf of the Funds. Magnetar does not require, and does not seek, approval from the Funds or the investors in the Funds with respect to its trading. Magnetar provides discretionary (and, in some cases, non-discretionary) investment advisory services to separately managed accounts and, as such, will tailor its advisory services to the needs of the client which owns the separately managed account. The separately managed accounts for which Magnetar acts as investment manager are referred to collectively as the “SMAs.” Investors may impose restrictions on investing in certain securities or types of securities in a SMA. Magnetar also manages co-investment funds, funds of one, including funds of one that may invest solely through co-investment funds managed by Magnetar, and certain other investment vehicles. Where appropriate under the circumstances, Magnetar also expects to serve as investment adviser and/or sub-adviser to additional accounts, products or private investment funds in the future, including funds of one and other pooled investment vehicles. Together, the Funds and SMAs are referred to collectively herein as the “Clients”, or individually as a “Client”. As of December 31, 2025, Magnetar had approximately $30,746,557,248 in regulatory assets under management on a discretionary basis and $1,243,185,114 in regulatory assets under management on a nondiscretionary basis. The descriptions set forth in the Brochure of specific advisory services that Magnetar offers to Clients, and investments made by Magnetar on behalf of its Clients, should not be

understood to limit Magnetar’s investment activities in any way. Magnetar may offer any advisory services, engage in any investment strategy and make any investment including any not described in this Brochure, that Magnetar considers appropriate, subject to each Client’s investment objectives and guidelines.

Prior to investing in a Client, each investor is asked to carefully read and review the particular Client’s offering, governing documents and/or separately managed account agreement, as the case may be, for a complete understanding of the terms of the Client, including the compensation received by Magnetar and its affiliates and how such compensation is calculated, the expenses paid by the Client and withdrawal rights. The information contained in this Brochure is only a summary and is qualified in its entirety by each such Client’s offering, governing documents and/or separately managed account agreement, as the case may be. Compensation for Advisory Services. Magnetar’s fee schedule is omitted because this Brochure is only being delivered to qualified purchasers as defined in the Investment Company Act of 1940, as amended. Payment of Fees. With respect to the Funds, a third-party administrator calculates and confirms the asset-based and performance-based compensation. Once calculated, the fees and allocations are deducted from the applicable Funds’ accounts. Management fees are generally paid monthly, in arrears. Incentive fees and allocations are generally paid or made annually, in arrears. Carried interest distributions, where applicable, are payable after investors have received a return of their capital contributions (and/or some other contractually specified return or distribution). Fee Negotiation and Waivers. Management fees and incentive fees and allocations generally are non-negotiable, although Magnetar may, in its sole discretion, permit certain investors to invest on different fee terms. In addition, Magnetar, either directly or through one of its affiliates, has the discretion to waive all or a portion of the management fee and/or incentive fees and allocations. In general, investors that are Magnetar, its affiliates, their respective current and former principals, members, partners, officers, directors, employees and their family members and any affiliates of the foregoing (including employee benefit plans, estate planning vehicles and trusts for the benefit of such persons) (the “Magnetar Investors”) do not pay management fees and are not subject to incentive fees and allocations. Specifically, Magnetar has consistently waived, and will continue to waive, both the management fees and incentive fees and allocations for its equity owners and employees. No waiver or modification of the management fee and/or incentive fee and allocation for any investor shall entitle any other investor to any such waiver or modification.

Fees for managing single investor or non-discretionary vehicles will be set forth in the written agreement with the relevant investor. Generally, such arrangements will include an asset-based and/or a performance-based component and will be negotiated on a case-by-case basis and may be lower than compensation paid by other Funds. Other Types of Fees and Expenses. Investment and Operating Expenses. In addition to compensation payable to Magnetar, and in some cases subject to certain limitations, the Clients generally pay their own organizational, investment, administrative and operating expenses, including, without limitation, the expenses listed below. This list is not intended to be exhaustive; the relevant Client offering, governing documents and/or separately managed account agreement provides further detail relating to fees and expenses. brokerage commissions and other transactional costs, fees and expenses, which are discussed in more detail below;

interest expenses;

fees and expenses incurred in the borrowing and lending of securities;

the costs of acquiring and maintaining financing for a portfolio;

the costs of margin lending arrangements (if applicable);

the costs implicit in repurchase and reverse repurchase agreements;

research and due diligence expenses of Magnetar, its affiliates and third-party consultants (including any independent environmental, social and governance (“ESG”) retained to provide strategic advisory-related services related to ESG practices), including travel, research and due diligence or analyses related to proposed or existing investments (including expenses for transactions that are not consummated (i.e., broken deal expenses)); all expenses and fees incurred in connection with any actual or proposed investment (including external legal counsel expenses, trustee fees and calculation agent expenses) or other participation in, or any holding or disposition of any interest in, another investment entity, business entity or organization, whether consummated or not, including expenses related to investing with an operating partner, management fees, performance compensation and/or reimbursement of overhead expenses paid to joint venture managers and other managers and fees and expenses related to the organization of joint ventures and other manager funds (to the extent applicable); external legal and compliance fees and expenses (including software expenses and fees of third-party service providers and consultants), including

regulatory reporting expenses, including, but not limited to, expenses incurred in connection with complying with applicable U.S. and non-U.S. reporting obligations, including those required by the SEC and the Commodity Futures Trading Commission, as well as out-of-pocket costs of preparing regulatory filings related to the Fund or Magnetar with respect to the Fund (including, but not limited to, Form PF); expenses incurred in connection with the execution, carrying, servicing, or management of investments and any related financing, including costs related to software and other technology and fees of third party service providers and consultants, including without limitation, Magnetar’s order management systems, margin and security financing systems, valuation software and services, reportingrelated expenses, data collection/storage and research services relating to issuers in which the Funds or SMAs invest;

fees and expenses of the “partnership representative” (if applicable);

fees relating to investment banking and other financial services, whether payable to parties affiliated with Magnetar or others; fees and expenses of the Funds’ directors, including fees associated with director meetings (if applicable); administrative (including the fees and expenses of the Fund’s administrator or any additional or successor administrator), record-keeping charges, third-party account payable servicing charges, custodial, accounting, valuation, tax, audit, legal and compliance fees and expenses, including expenses incurred with the preparation and filing of any applicable regulatory reporting, record-keeping charges, and thirdparty account payable servicing charges; consulting and third party service provider fees and expenses, including asset based and performance based compensation paid to consultants who source transactions for the Funds; fees and expenses of investment committees, valuation agents and investor representatives, if any; data;

expenses relating to the development and/or implementation of software and

information-related expenses (including Bloomberg terminals and fees, third-party licensing fees, data feeds (including expenses incurred in connection with data services providing market data, price feeds, news feeds, investment information and company fundamental data), market research (including expenses incurred in connection with information services providing market research, price evaluation, news feeds, investment information and company fundamental data), and other

costs, fees and expenses for other third-party research, news, industry information, analytics and research resources); all expenses incurred in connection with any shareholder (or advisory committee) meeting held by the Funds, including travel, meals, lodging and related expenses;

costs related to proxy voting or solicitations;

expenses incurred in the course of voting securities owned by the Funds and participating in any class-action litigation, including, but not limited to, the costs of any consultants or other outside vendors retained to assist with such proxy voting or the filing of class-action notices on behalf of the Funds; all expenses incurred in connection with liquidating portfolio assets, including any fees and expenses of the auctioneer, liquidator, and any other entity engaged to assist in the disposition of assets (if applicable); insurance costs (including a reasonably allocated portion of the premiums for any directors’ and officers’, errors and omissions and cybersecurity coverage purchased by Magnetar that would offset some portion of a Fund’s indemnity obligations); costs of insurance coverage to reduce various loss exposures including, but not limited to, loss of physical assets;

taxes and other governmental charges;

governmental registration, license, membership and association fees (including those payable to regulatory and self-regulatory organizations); all costs and expenses related to the offer and sale of Funds’ shares or interests, including investor onboarding expenses; costs related to any service providers to Magnetar, its affiliates, and any Internal Funds or other special purpose subsidiaries or other special purpose investment vehicles formed by Magnetar, its affiliates or an SEC relying adviser (“Trading Vehicles”) and incurred in the course of operating assets in which a Fund invests;

expenses incurred as a result of the Funds’ indemnity obligations;

fees and expenses (including external legal counsel) incurred in connection with any threatened, pending or anticipated litigation, examination or proceeding (e.g., expenses incurred in connection with responding to any subpoena or regulatory information request of any kind) whether addressed to the Fund or addressed to Magnetar or an affiliate but related to the Fund’s activities or Magnetar’s activities on the Fund’s behalf;

all other expenses and liabilities incurred in connection with or arising out of the Funds’ business, including, but not limited to, extraordinary or non-recurring charges; and a Fund’s pro rata share of such similar expenses as listed above of any Internal Funds and/or Trading Vehicle in which a Fund invests. In some cases, Magnetar or its affiliates will pay expenses on behalf of the Clients, and in these cases the Clients generally will reimburse Magnetar for these payments. In addition, employees of Magnetar may use credit cards to pay for certain business expenses (which are allocated among Clients, as applicable) and accordingly, credit card points accrue related to the payment of those expenses. These credit card points are not allocated to the Clients. SMAs also generally pay the expenses of the types described above. Internal Operating Expenses. In some cases, the External Funds pay their allocable share of ongoing internal operating expenses of Magnetar and its affiliates incurred in providing services to Magnetar’s Clients. These ongoing expenses may include amounts billed to Magnetar pursuant to a contract with its affiliates, under which its affiliates agree to provide administrative and other services to Magnetar on behalf of Magnetar’s Clients. The affiliates will bill Magnetar for such services on an allocable share basis, but the costs passed through to the External Funds having a pass-through arrangement will not include any profit billed to Magnetar by the affiliates on a “cost- plus” basis. In other words, any profit margin of the affiliates will be absorbed and paid solely by Magnetar. Organizational Expenses. The External Funds generally pay their own organizational expenses. In addition, some of the External Funds pay the organizational expenses of affiliates of Magnetar, Internal Funds and Trading Vehicles, formed to manage or hold, as the case may be, the investment or business activities, or the investment securities, of businesses in which the External Funds directly or indirectly invest. Brokerage and Transaction Costs. The Funds are charged brokerage commissions, bid-ask spreads and other transaction costs and expenses, including the cost of leverage, in connection with their trading and investment activities, and custodian fees for Fund assets held in cash or securities at various banks, broker-dealers and other financial institutions. For a discussion of the brokerage arrangements that Magnetar enters into on behalf of the Funds, see “Brokerage Practices,”

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Summary of Strategies. Magnetar is a multi-strategy and multi-product alternative investment manager that seeks to achieve stable risk-adjusted returns by opportunistically employing a wide range of alternative credit and fixed income, systematic investing and ventures strategies. Magnetar invests across the capital structure in both public and private transactions utilizing both fundamental and quantitative analyses. As described in detail in the offering, governing documents and/or separately managed account agreement of the Clients, Magnetar implements a variety of different strategies in managing the Clients. Some of the Clients employ a multi-strategy approach, utilizing a wide range of strategies across a range of geographies, while others focus on one or just a few strategies. Alternative Credit and Fixed Income The Alternative Credit and Fixed Income investment objective is to achieve consistently attractive risk-adjusted rates of return by investing across a range of private and public credit markets primarily within the US and Europe, building on decades of investment experience to dynamically capture meaningful opportunities across various market environments. Magnetar will employ these strategies based upon its quantitative analytical capabilities and portfolio management techniques as supplemented by fundamental credit analysis. More specifically, Magnetar generally seeks to capitalize on the following opportunity sets:

Providing growth or replacement capital to finance certain assets and businesses in such sectors as auto finance, film finance, solar power, and agricultural lending Supplying regulatory capital relief to banks in order to help them support their core businesses Opportunistically allocating capital to traditional strategies such as CLOs and Convertible Arbitrage, especially during times of market dislocation when changes in the liquidity of these opportunities render them more attractive

Quantitative Investing The Quantitative Investing investment objective is to engineer systematic processes to extract return streams that are consistent across dynamically evolving market environments. Magnetar implements this using proprietary data sets to support its quantitative research process, and importantly, hedge fund infrastructure covering execution, analytics, financing, and operations. The strategies on the Quantitative Investing platform are expected to have the following characteristics:

The potential to deliver returns in many types of market environments Endeavors to protect capital

Are relatively liquid Are lowly correlated to both stock and bond markets

Ventures The Ventures investment objective is to invest in early-to-growth stage private technology companies that Magnetar believes have the power to become market leaders and transform industries. Clients may make multi-stage venture capital debt and equity investments in high growth potential companies with breakthrough technology platforms which are anticipated to include hardware and software companies that leverage artificial intelligence and machine learning. Certain such private technology companies may be in the developmental stage, while others may be more mature but may not have access to the public capital markets. Clients may hold both long and short positions in a broad range of securities, derivatives, and other assets. In executing their investment strategies, the Clients may enter into joint venture or coinvestment arrangements, participate in pooled investment vehicles, invest with affiliated or unaffiliated advisors or managers, or make direct investments in operating entities. Magnetar may use leverage in the investing activities of the Clients, and may engage in short selling on behalf of the Clients. Magnetar generally trades opportunistically on behalf of the Clients. In most cases, subject to specific strategy mandates, there are no material limitations on the instruments, markets or jurisdictions in which the Clients may invest. Magnetar anticipates that it will continue to develop and implement new analytical methods, quantitative models and investment strategies on behalf of the Clients. Certain Clients, including co-investment vehicles, have more tailored or specialized strategies, as set forth in their respective offering, governing documents and/or separately managed account agreement. Magnetar uses artificial intelligence in its investment research process. As with many innovations, artificial intelligence presents risks and challenges that could affect its adoption, and therefore Magnetar’s business. Magnetar expects to obtain and use alternative data in its investment process. This type of research utilizes information that is not considered within the realm of traditional financial research and falls outside of the typical factors considered with respect thereto such as financial statements, SEC filings and management presentations. Alternative data typically comprises of large data sets often generated with technology. The use of alternative data for research can pose risks such as the receipt of material non-public information or information that is subject to privacy laws. The use of alternative data and the engagement of vendors that provide it may be costly, and there can be no assurance that such use will positively impact the performance of the Clients or their investments. There can be no assurance that Magnetar will achieve the objectives of the Clients. An investment in a Client is speculative and involves a significant degree of risk. Clients are designed for sophisticated investors who are able to bear a substantial loss of capital and for whom an investment in a Client is not a complete investment program. Investors should be aware that they will be required to bear the financial risks of an investment in a Client for a

substantial period of time. Investors may lose all or substantially all of their investment in the Clients. Additional detail on each Client’s investment strategy is included in its offering, governing documents and/or separately managed account agreement, and some or all of the investment risks described below apply to particular Clients depending on their respective investment strategies or sub-strategies. Illustrative Strategies and Trading Techniques. Examples of the various strategies and trading techniques that Magnetar may employ in investing the assets of the Clients within the alternative credit and fixed income, systematic investing, and ventures strategies, subject to the Clients’ respective investment mandates, include, but are not limited to, the following: Convertible-Securities Arbitrage: Buying “long” a convertible security and selling “short” the underlying stock into which the convertible security may be converted and/or another of the issuer’s debt instruments, or a credit default swap on the issuer, in anticipation of profiting from a relative misprice among them. Merger and Event-Driven Arbitrage: Investing in the securities of publicly-traded companies involved in prospective mergers, acquisitions, cash tender offers, or similar transactions in the expectation of profiting from the difference between the price of such securities at the inception of the investment and the price of such securities in expectation of or upon consummation of the event. Volatility Arbitrage: Seeking to identify and exploit relative mispricings in general volatility levels, skew and term structure across global markets, and differences in implied volatilities of various options. This strategy can involve individual stocks, stock indexes or non-equity instruments. Statistical Arbitrage: Buying a security, or basket of securities, and selling “short” a related security, option, or futures contract, or basket of securities, options, or futures, when the relative prices of such securities, options or futures deviate from their historical relationship; in anticipation of profiting from a reversion in the prices of such securities, options, or futures to their historical relationship. Capital-Structure Arbitrage: Buying and selling “short” different classes of securities of the same issuer in anticipation of profiting from a relative mispricing among them. Equity Capital Markets Strategies: Investments in the multiple aspects of the equity capital markets, including, but not limited to, initial public offerings and secondary offerings. Privately-Sourced Transactions: Making private or quasi-private equity or debt investments in complex situations where more traditional financing alternatives may be difficult for an issuer to access.

Fundamental Long/Short: Buying a stock or basket of stocks considered to be undervalued and selling “short” a stock or basket of stocks considered to be overvalued in anticipation of profiting from changes in the price differential between the respective long and short positions. Option/Warrant Arbitrage: Buying a warrant or similar derivative and selling “short” the stock purchasable upon exercise of the warrant in anticipation of profiting from a relative mispricing between them. Directional Equity, Corporate Debt, Derivatives and Currencies: Trading in equity, debt, derivatives or currencies using technical or fundamental analysis or a combination thereof in anticipation of profiting from movements in the prices of these assets. These investments may be concentrated in specific industry sectors and may include short- or long-term investments, as well as investments in investment grade or distressed debt or equity. Real Estate Investing and Mezzanine Lending: Investing in real estate, both indirectly through real estate investment trusts, and directly by purchasing and selling real estate of all major property types including office, retail, industrial, multifamily and hospitality. A related strategy involves making “mezzanine” loans secured by equity in a borrower which transfers the funds to the ultimate mortgage loan borrower. Mezzanine loans are secured by a pledge of the stock, or equity, of the direct or indirect mortgage borrower, rather than the property itself, and are subordinate to the mortgage loan. Event Credit: Investing in securities and other investment assets of U.S. or non-U.S. companies where these assets are misunderstood, mispriced or otherwise offer attractive risk-adjusted returns due to the issuer’s overleverage, financial distress, bankruptcy, reorganization or similar considerations. These investments may include bonds, credit derivatives, bank loans, debtor-in-possession loans, bankruptcy filings and reorganized securities, revolvers, trade claims, swap claims or any other part of the issuer’s capital structure. Clients may participate in such investments as a passive investor or the Investment Manager may actively participate on creditor or management committees. Event Related Quantitative Strategies: Investing in quantitative strategies that, like the strategies described above, seek to generate alpha by exploiting events that drive changes in the value of a company’s securities. For example, such strategies may focus on identifying and exploiting dislocations caused by issuers undergoing fundamental changes in their investor base or “habitat,” changes in an issuer’s credit ratings or a “knowledge gap” due to an issuer’s bankruptcy or merger transaction. Energy Markets Investments: Investing, directly or indirectly, in businesses involving the development of energy infrastructure and the acquisition, exploration, production, mining, processing, refining, fractioning, transportation, trans-loading, storage, servicing, power generation, transmission or marketing of natural resources, including, but not limited to crude oil, refined products, natural gas, natural gas liquids, chemicals, coal and metals as well as from renewable energy sources.

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Magnetar provides discretionary, and may at times provide non-discretionary, investment advisory services to the Clients. Underlying investors in the Clients may include pension plans, financial institutions, insurance companies, foundations, state and municipal government agencies, sovereign wealth funds, funds of funds, corporations, high net worth individuals, certain Magnetar

Investors, family offices, and other institutional investors other than those listed herein. All investors in the Clients are subject to applicable suitability and eligibility requirements as set forth in each Client’s offering, governing documents and/or separately managed account agreement. The minimum initial investment in the Funds is generally $5 million, subject to change or waiver at the discretion of Magnetar and/or the Fund’s Board of Directors.

Magnetar receives from investors in some External Funds incentive compensation in the form of an allocation or fee equal to a percentage of any “new” net profit attributable to an investor’s investment interest in the External Fund. New net profit is, generally speaking, profit over a “highwater mark,” which is the greater of the net asset value on the last date that incentive compensation was previously paid or the date of the investment. The incentive compensation is typically allocated or paid to Magnetar as of the end of the fiscal year and, for investors in certain External Funds, may be subject to a “hurdle rate.” A hurdle rate is a rate of return that must be earned before incentive compensation will be payable. For example, if a Fund had a hurdle rate of 5% and an investor achieved a return of 7%, Magnetar would be entitled to incentive compensation equal to a percentage of only the 2% return in excess of the 5% hurdle rate. In the event that an investor withdraws capital at any time other than at the end of a fiscal year, the deduction is generally made with respect to the investor’s redemption amount as though it were being made at the end of a fiscal year. This compensation is typically based on unrealized as well as realized appreciation of assets. Receipt of performance-based compensation may create an incentive on the part of Magnetar to make riskier or more speculative investments to generate profits than would be the case if it were not receiving performance-based compensation. Incentive allocations or incentive fees on SMAs will be negotiated on a case-by-case basis. Magnetar receives from investors in some External Funds, rather than an incentive allocation or fee, a carried interest distribution equal to a percentage of the External Fund’s distributions. The distribution is payable to Magnetar after investors have received a return of their capital contributions to the Fund, and some External Funds are also subject to a “preferred return” payable to investors. A preferred return is similar to a hurdle rate applicable to an incentive fee or allocation. For Funds with a preferred return, Magnetar will not be entitled to receive an incentive distribution until investors have received both a return of capital and the preferred rate of return on their invested capital. Magnetar also manages Clients which do not pay performance-based compensation to Magnetar but rather pay only an asset-based fee. Receipt of an asset-based fee may create an incentive on the part of Magnetar to raise or otherwise increase assets under management to a level higher than would be the case if Magnetar were receiving a lower asset-based fee. In such event, Magnetar will have an incentive to favor Clients which pay performance-based fees over Clients which do not pay performance-based fees. Further, the existence of differing performance-based fees for Clients trading side-by-side creates a potential conflict of interest on the part of Magnetar with respect to the allocation of investment opportunities. Magnetar has policies and procedures, including trade allocation policies, designed to manage such conflicts.

Magnetar Financial (UK) LLP, a non-U.S. advisory affiliate of Magnetar, is registered with the Financial Conduct Authority in the United Kingdom and may share personnel with and provide certain services through Magnetar. The personnel who provide advisory services on behalf of Magnetar Financial (UK) LLP are subject to Magnetar’s policies and procedures and code of ethics. Magnetar may in some cases pay a portion of its management fee to its foreign affiliate, in consideration for advisory or other services provided by the affiliate. No Magnetar Client incurs any additional fees as a result of such affiliate’s services. Magnetar Asset Management LLC is a Delaware limited liability company and it has been registered with the SEC as an investment adviser since January 2017. Magnetar Asset Management LLC is a multi-strategy alternative investment management firm and it sub-advises registered investment companies under the Investment Company Act of 1940, as amended. Magnetar Capital Partners LP is the sole member of Magnetar Asset Management LLC. The general partner of Magnetar Capital Partners LP is Supernova Management LLC. Supernova Management LLC is owned by David Snyderman, Ross Laser and Alec Litowitz. Effective October 24, 2022, David Snyderman was appointed Chief Executive Officer of Magnetar. The personnel who provide advisory services on behalf of Magnetar Asset Management LLC are subject to Magnetar’s policies and procedures in addition to a supplemental manual for sub-advising registered investment companies. Magnetar or an affiliate serves as the general partner of certain limited partnerships of which it also serves as investment adviser. Such an arrangement may create a conflict of interest. Magnetar and Magnetar Asset Management LLC may at times take oppositional positions in certain investments pursuant to its investment mandates and/or pursue co-investment opportunities as permitted by applicable law. This may give rise to conflicts of interest. Magnetar has policies and procedures including review processes and allocation policies to manage such conflicts. Neostellar Advisors LLC, an investment adviser separately registered with the SEC and an affiliate of Magnetar, serves as the external investment manager to Neostellar Capital Corp. (formerly SuRo Capital Corp.), a publicly-traded business development company. Neostellar Advisors LLC is a separate legal entity from Magnetar and maintains its own registration and compliance program; certain Ventures investment personnel, however, are shared between Neostellar Advisors LLC and Magnetar. To the extent the activities of Neostellar Advisors LLC's, including those involving shared personnel, create actual or potential conflicts of interest with Magnetar's Clients such activities will be subject to review by Magnetar's Compliance Department. Erik Falk, Head of Strategy at Magnetar, has joined the Board of Directors of Neostellar Capital Corp.

Trading Code of Ethics.

Pursuant to the Advisers Act, Magnetar has adopted a code of ethics (the “COE”), which includes, among other things, insider trading policies and procedures. Magnetar’s COE requires, among other things, that Magnetar’s personnel must not act or behave in any manner or engage in any activity that creates even the suspicion or appearance of the misuse of material, nonpublic information by Magnetar or any employee or gives rise to, or appears to give rise to, any breach of fiduciary duty owed to any Client or investor. In addition, the COE states that all employees are required to comply with applicable securities laws and regulations. Magnetar’s COE generally prohibits its employees from personal trading in certain securities, with exceptions in certain limited circumstances, with the consent of the Chief Compliance Officer or the General Counsel, where the purchase of securities will not disadvantage any Magnetar Clients; for accounts in which an employee does not have investment discretion; and in some securities such as U.S. government securities, mutual funds and exchange-traded funds based on a broad stock market index. Under Magnetar’s COE employees must report personal securities transactions on at least a quarterly basis and provide Magnetar with a detailed summary of holdings over which the employees have a direct or indirect beneficial interest. In addition to personal trading requirements, the COE includes (among other things): Requirements Related to Confidentiality Limitations, and Reporting of, Gifts and Entertainment Pre-Clearance of Political Contributions Pre-Clearance of Outside Business Activities A copy of Magnetar’s COE is provided to any investor or prospective investor, upon request. Confidential Information. In the course of providing investment advisory services, Magnetar may come into possession of material, nonpublic and other confidential information which may limit Magnetar’s ability to direct the purchase or sale of certain investments. For example, Magnetar may enter into a confidentiality agreement, or an employee of Magnetar may serve as a director of a creditor committee with respect to companies whose securities may be purchased or sold on behalf of the Clients. At times Magnetar, in an effort to avoid investment restrictions with respect to the Clients, may elect not to receive information that is available to other market participants or counterparties. If a Magnetar employee obtains material non-public information with respect to any company, Magnetar may be prohibited for a period of time from engaging in transactions on behalf of some or all its Clients with respect to the securities of such company, which may have an adverse effect on such Clients. While Magnetar has designed and implemented policies and procedures reasonably designed to limit those situations, and to prevent the misuse of material, non-public information, there can be no guarantee that such policies and procedures will be successful or that investment restrictions will not occur. FOIA/Public Disclosure.

As a result of the U.S. Freedom of Information Act (“FOIA”), any governmental public records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement, Magnetar, investors in the Funds or any of their respective affiliates could be required to disclose information relating to a Fund, or their affiliates, and/or any entity in which an investment is made, which disclosure could, for example, affect such Fund’s competitive advantage in finding attractive investment opportunities. In addition, the identity of and certain information regarding investors in the Funds, such as public pension plans and listed investment vehicles could be subject to public disclosure requirements. The amount of information about their investments that is required to be disclosed has increased in recent years and that trend is expected to continue. To the extent that disclosure of confidential information relating to the Funds, or their portfolio investments results from interests being held by public investors, the Funds could be adversely affected. Securities in Which Magnetar has a Material Interest. Magnetar may cause a Client to engage in “principal transactions” (including swaps), which are trades in which a Client buys securities for its own account from, or sells securities for its own account to, Magnetar or any affiliate of Magnetar. However, Magnetar will not cause a Client to engage in a principal transactions without approval by either the Client’s investors, the Client’s advisory committee or its equivalent, or, if no such committee exists, an independent professional acting as representative of the investors in the Client. Certain Investor Rights. Magnetar believes that certain investors in Clients have extensive experience and expertise investing in venture capital investments. In particular, Magnetar has agreed that a certain investor, in light of the size of its investment in the Client and experience and expertise in venture investing, shall have the right to review potential investments alongside Magnetar and to elect to exclude potential investments from the Client’s portfolio. To the extent such investor so elects, Magnetar will cause this particular Client not to make such investment. Given that Magnetar will comply with such investor’s elections, there may be a conflict of interest between Magnetar, the Client and such investor, particularly in light of the fact that such investor has no fiduciary duty or other duty to this particular Client, and may act in its own best interests in connection with its exercise of these rights. Further, it is possible that any investment rejected by such investor ultimately would have been a profitable investment for such Client. Accordingly, the Client’s decision not to participate in an investment could reduce returns of such Client. Allocating Investment Opportunities; Investing in the Same Securities. Magnetar’s Clients may have similar investment objectives, and some investments may be appropriate for more than one Client. Magnetar generally intends to allocate investment opportunities that may be appropriate for Client accounts in a manner that is fair and equitable to all Clients over time taking into account the different investment mandates and investment strategies applicable to such Clients, current investment positions of a Client, the relative capitalization and cash availability of a Client, investment time horizon, leverage ratios and other considerations. Additional criteria that may affect allocation policy are available capital ramping,

liquidity, tax, and risk profile. Investment decisions for Clients will be made with a view to achieving their respective investment objectives after consideration of the abovementioned factors. In some cases, a particular investment may be bought or sold for one or more but fewer than all Clients, or may be bought or sold in different amounts and at different times for only some of Magnetar’s Clients. Consistent with its allocation policy, Magnetar may determine that an investment opportunity should be allocated to some but not all of the Client that it manages. Decisions as to whether and how to allocate investment opportunities involve numerous factors, some of which are subjective. Accordingly, situations may arise in which certain Clients managed by Magnetar participate in investment opportunities that, for various reasons, were not pursued by, or available to, other Clients. These reasons can include, for example, in addition to those set forth above, whether a Clients investment strategy specifically targets investment in such assets (and in certain cases may receive priority over other Clients that may invest only on an opportunistic basis), the investment time horizon, leverage ratios and other considerations determined by Magnetar in its discretion. Allocation determinations can be especially impactful for certain types of investment opportunities that may be inherently limited in nature, including allocations of thinly traded securities, privately offered securities, initial public offerings, secondary offerings, private investments in public equity (“PIPEs”), and securities related to SPACs. For example, SPAC securities are allocated in a manner such that Clients that identify the trading of SPAC securities as a specific investment strategy in their governing documents will have priority to invest in SPAC securities up to their target allocations. However, other Clients whose governing documents permit investing in SPAC securities but do not identify the trading of SPAC securities as a specific investment strategy, will be limited to opportunistic allocations made after those with target allocations have received these securities (and thus may not receive any allocation). Magnetar, its affiliates, or employees of either Magnetar or its affiliates may trade in the same securities traded by Magnetar’s Clients, which may create certain conflicts of interest. Magnetar has imposed restrictions on all Magnetar personnel with respect to transactions for their own accounts and has policies and procedures designed to prevent such personnel who have information regarding Magnetar’s transactions or proposed transactions on behalf of Clients from trading for their own accounts on the basis of such information. Clients Transacting in the Same Securities. A particular investment may be bought for one or more Clients when one or more other Clients are selling the investment. In this case, upon the approval of Magnetar’s Chief Compliance Officer or another compliance officer, Magnetar may cause the respective Clients to enter into “cross trades,” which are the purchase of securities from, or the sale of securities to, one Client to another Client managed by Magnetar, when Magnetar believes such transactions are appropriate and in the best interests of the Clients. In the event Magnetar wishes to reduce the investment of one or more of such Clients in a security and increase the investment of one or more other Clients in such security, it may effect such transactions by directing the transfer of the securities between Clients. Any incremental costs and expenses associated with any such purchase or sale will be borne by all such Clients on a pro rata basis.

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Magnetar is authorized, without limitation, to determine the broker or dealer to be used to execute each securities transaction for the Clients. In placing orders, it is Magnetar’s policy to obtain the best execution at commission rates that are reasonable for its transactions considering the services received. In connection with its determination of whether “best execution” is being obtained, in addition to net price, Magnetar considers the full range and quality of services provided by, and the characteristics of, each broker or dealer. These services and characteristics may include, but are not limited to, the following in no particular order: • Commission rates charged by the broker or dealer and the ability to minimize overall execution costs to the Client; • Possible adverse market impact of the order and Magnetar’s view as to which broker or dealer is best able to handle the order with a minimum of adverse market impact; • Execution capability and expertise in the specific securities or sectors in which Magnetar seeks to trade;

Responsiveness;

Reputation for diligence, fairness, and integrity;

• Quality of research and investment ideas presented to Magnetar by the broker or dealer;

• Adequacy of trading infrastructure, technology and capital (financial responsibility); and • Ability to accommodate any special execution or order handling requirements that may apply to the particular transaction. The applicability of specific criteria will vary depending upon the nature of the transaction, the market in which it is effected, and the extent to which it is possible to select from among multiple brokers or dealers capable of effecting the transaction. In selecting brokers or dealers to execute transactions, Magnetar does not have an obligation to seek the lowest available transaction cost, but rather may consider all relevant factors, including those specifically addressed above, in selecting a broker or dealer and agreeing to a particular commission rate. In that regard, generally, Magnetar endeavors to negotiate the lowest “execution only” transaction cost in the context, and then negotiates an overall commission rate based upon a consideration of the services and characteristics listed above and the research and related services described below. Where best execution may be obtained from more than one broker or dealer, Magnetar and its affiliates may purchase and sell securities through brokers or dealers who provide research, statistical and other information, although the Clients may not necessarily, in any particular instance, be the direct or indirect beneficiaries of the research services provided. Research and related services, as defined by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended, are furnished by the broker or dealer providing execution services or by third parties and paid for by brokers or dealers and may include, but are not limited to: • written information and analyses concerning specific securities, companies or sectors;

market, financial and economic studies and forecasts;

financial and trade publications;

statistical and pricing services;

discussions with research personnel and consultants; and

• software, databases and other technological and technical services utilized in the investment management process. Magnetar generally intends to accept research and related services falling within the safe harbor for fiduciaries’ use of commissions arising from Clients’ portfolio transactions established by Section 28(e), although Magnetar may make use of certain research and related services that fall outside the safe harbor where this is not otherwise prohibited under the Employee Retirement Income Security Act of 1974, as amended, commonly known as “ERISA.” If services obtained by the use of commissions arising from investment transactions managed by Magnetar fall outside the safe

harbor, they will be limited to services that would otherwise be a direct or indirect expense of the Clients. Credits generated by Magnetar’s trading on behalf of the Clients may be used to pay for research provided to an affiliated advisor providing services to or for the benefit of the Clients, or vice versa, or Magnetar and affiliated advisors may transfer or exchange “soft dollar” credits between and among themselves. These arrangements will only be employed where Magnetar and the affiliate accrue “soft dollar” credits by serving the same accounts. It should be noted that when Magnetar uses Client brokerage commissions to obtain research and related services, Magnetar receives a benefit because it does not need to produce or pay for the research, products or services. In addition, Magnetar may have an incentive to select or recommend a broker or dealer based on its interest in receiving the research or other products and services, rather than on its Clients’ interest in receiving best execution. Brokers may refer investors to Magnetar, and Magnetar may accept investor referrals from brokers in appropriate circumstances. It should be noted that in these situations Magnetar receives a benefit because it will receive additional compensation if the Funds accept new investments. Magnetar utilizes multiple prime brokers. Magnetar reserves the right, in its sole discretion, to change or add prime brokers and/or custodians without prior notice to the investors in the Funds.

From time to time, Magnetar may engage and compensate unaffiliated persons or entities for referring clients who open separately managed accounts. Magnetar also has engaged and compensated unaffiliated entities for acting as selling agents for applicable interests in several of its External Funds, and such arrangements are described in the Funds’ offering memoranda. The amount of compensation paid for referrals may vary widely, and will be disclosed to the extent required.

Magnetar has not been involved in any legal or disciplinary events since its inception that it believes would be material to an investor’s evaluation of Magnetar or its personnel, nor have Magnetar’s employees been involved in any legal or disciplinary events in the past 10 years that it believes

would be material to an investor’s or prospective investor’s evaluation of Magnetar or its employees.

On a daily basis, accounts managed by Magnetar are reviewed by Magnetar’s operations staff under the supervision of Magnetar’s Head of Operations to ensure that transactions are allocated properly to the respective accounts. For the Funds, the outside administrator for the Fund participates in this review. On a daily basis, compliance staff, under the supervision of the Chief Compliance Officer, reviews certain transactions executed and posted to accounts managed by Magnetar, including Fund accounts, in various daily reports to ensure that the transactions meet the investment criteria for the accounts and comply with Magnetar policy. In the case of a Fund, the investment criteria used to conduct the review is set forth in the Fund’s offering document. Accounts managed by Magnetar are reviewed periodically by business unit controllers, under the supervision of the Chief Financial Officer or her designee and indirectly by the Compliance Department, to ensure that the portfolio meets the investment criteria set forth in a Client’s offering, governing documents and/or separately managed account agreement and complies with Magnetar policy. On a periodic basis, Magnetar’s Investment Committee, Valuation Committee and Best Execution Committee each participate in reviewing transactions and positions in Client accounts to ensure that: • the transactions meet the investment criteria for the account and comply with Magnetar policy;

• the portfolio meets the investment criteria set forth in a Fund’s offering memorandum or the investment management agreements for the respective separately managed accounts, as applicable; and • in general, the portfolio complies with Magnetar policies regarding valuation and best execution. Magnetar or its administrator provides each investor in each Fund with periodic reports in accordance with the terms of the relevant offering and/or governing documents. These reports generally include a monthly report summarizing Fund performance and, to the extent the information is reasonably available, the net asset value of an investor’s shares and/or capital account; detailed annual audited financial statements; and necessary tax information, if applicable.

Magnetar does not expect to have custody over assets in SMAs. Investors in the Funds do not receive statements from the qualified custodian. Instead, Magnetar relies on an exception from the requirement that custodian statements be sent where the Funds are subject to an annual audit and the audited financial statements are distributed to each investor within 120 days of the fiscal year end for the Fund in question.

Magnetar receives discretionary authority from the Clients at the outset of an advisory relationship to select the identity and amount of securities and other assets to be bought or sold. An investment management agreement is executed between Magnetar and its Client to document that the Client has given Magnetar discretionary authority, and to outline the Client’s stated investment objectives, limitations and restrictions.

Magnetar will vote proxies prudently and solely in the economic interests of, and for the exclusive purpose of providing economic benefits to, Clients. Social, political, or other objectives unrelated to the value of Clients’ investments will not be considered. Magnetar has appointed a Proxy Voting Coordinator with responsibility for, among other things, collecting proxy materials and providing them to appropriate Magnetar personnel, transmitting votes and maintaining records with respect to Magnetar’s proxy voting. Magnetar may engage service providers to perform administrative functions in connection with voting of proxies. The Magnetar portfolio manager responsible for management of a specific account is responsible for timely voting, or determining not to vote in

appropriate cases, proxies relating to securities in the account in accordance with Magnetar’s proxy voting policy. Magnetar may engage in “security lending” programs on behalf of the Funds, and will generally refrain from retrieving loaned-out securities for voting purposes. Magnetar may be unable to retrieve loaned securities for voting purposes even where it decides that voting loaned securities is desirable. In furtherance of Magnetar’s goal of voting proxies in the best interests of Clients, Magnetar monitors the potential for conflicts of interest with respect to voting proxies on behalf of Client accounts both as a result of personal relationships, significant client relationships, or special circumstances that may arise during the conduct of Magnetar’s business. If a proxy relates to an issuer with respect to which Magnetar has a conflict of interest, it will not vote the proxy on behalf of Client accounts until it has been determined that the conflict of interest is not material or a method for resolving the conflict of interest has been agreed upon and implemented. Methods that may be used to resolve material conflicts include:

disclosing the conflict to clients and obtaining their consent before voting;

• suggesting to clients that they engage another party to vote the proxy on their behalf; and • engaging a third party to recommend a vote with respect to the proxy based on application of the principles set forth in Magnetar’s proxy voting policy. Magnetar will maintain a written record of the method used to resolve a material conflict of interest. Investment adviser clients of Magnetar, or investors in the Clients, may request a copy of Magnetar’s proxy voting policy, as well as relevant proxy voting records, by making a written request to: Investor Relations c/o “Proxy Voting” Magnetar Financial LLC 1603 Orrington Avenue, 13th Floor Evanston, Illinois 60201

Not applicable.