Marshall Wace North America L.P.

Firm Information Marshall Wace North America L.P. (“MWNA”, the “Company”, the “Firm”, “we”, or “us”) is a limited partnership established in Delaware in 2004. MWNA’s indirect principal owner is MW Ltd. MWNA is an affiliate of Marshall Wace LLP (“MW LLP”), a limited liability partnership based in London and authorized and regulated by the United Kingdom’s Financial Conduct Authority (“FCA”), and an affiliate of Marshall Wace Asia Limited (“MWAL”), a limited company based in Hong Kong which is licensed by the Hong Kong Securities and Futures Commission (“SFC”) and Marshall Wace Singapore Pte. Ltd. (“MWSG”) licensed by the Monetary Authority of Singapore (“MAS”), and Marshall Wace Middle East Limited (“MWME”), a limited company based in Abu Dhabi and regulated by the Financial Services Regulatory Authority (“FSRA”). MWNA, MW LLP, MWAL, MWSG and MWME (the “Marshall Wace Group” and each an “Investment Manager”) are under the common control of MW Ltd. The Firm’s principal owners include MWAM North America LLP, a limited liability partnership established under the laws of England and Wales, of which MW Ltd is the managing member. MWNA’s ADV Part 1, including a listing of direct owners and executive officers, is publicly available on the SEC’s website at www.adviserinfo.sec.gov. Advisory Services Offered MWNA provides discretionary investment management services in accordance with its clients’ mandates. Clients are the private collective investment vehicles and any separately-managed accounts it advises and sub-advises. MWNA generally focuses on fundamental and quantitative long/short, long-only, and long-extension investment strategies that aim to achieve their investment objectives by trading in common equity securities, but also trading in other equities and non-equities, including debt instruments, options, futures, swaps, other derivatives, private securities, and other investments and instruments. We tailor our advisory services to the individual needs of our clients by offering bespoke investment strategies that focus on or exclude certain instruments, differ in use of leverage or benchmarks, and other such factors as mutually agreed between MWNA and the client. MWNA will permit any separately managed account clients to impose restrictions on their accounts with respect to: (1) the specific types of investments or asset classes that we will or will not purchase for their account; (2) the nature of the issuers of investments that we will or will not purchase for their account; or (3) the risk or liquidity profile of instruments we will or will not purchase for their account. Each fund managed or sub-advised by MWNA (each, a “Fund”) is governed by the terms set forth in its respective offering documents. Interests and shares (collectively, “Interests”) in MWNA’s Funds are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Funds are not registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, Interests in the Funds are offered exclusively to investors satisfying the applicable eligibility and suitability requirements either in private placement transactions within the United States or in non-United States transactions. Interests in the Funds are offered in private transactions only to qualified investors, and only by means of a prospectus or offering memorandum (“Prospectus”). Wrap Fee Programs MWNA does not manage or place client assets into a wrap fee program. Investment management services are provided directly by MWNA. Assets Under Management As of 31 March 2026, MWNA had approximately $58,869,761,275 in regulatory assets under management (approximately $14,647,751,821 in net assets under management), all of which are managed on a discretionary basis. Clients may request more current information at any time by contacting the Advisor.

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Performance Compensation and Management Fees With respect to all types of clients, MWNA and/or its affiliates generally receive a management fee based on a percentage of assets under management, and incentive income based on net capital appreciation or a percentage of net profits. Where MWNA is directly appointed in its role as Investment Manager, it generally receives a management fee not exceeding 2% per annum and an accrued performance fee, incentive allocation or carried interest payment (paid to an affiliate) that is variable, dependent on performance, but generally does not exceed 20% above a high water mark or, in certain instances, a higher percentage above an equity index benchmark. Where MWNA serves as a sub-adviser or manages the assets of clients of its affiliates, a portion of those fees or allocations received by an affiliate is paid to MWNA to compensate it for its sub-advisory role. In limited circumstances, MWNA will negotiate specific terms for certain prospective investors in the Funds that will differ from the terms applicable to other investors. When we enter into these arrangements, MWNA typically pays a rebate to the relevant investor. Fees are deducted and performance allocations taken from Fund assets. Management fees are automatically deducted monthly (or on such other frequency as is agreed with the relevant Fund) from each relevant Fund's account, in arrears. Performance fees, if applicable to relevant Fund shares, are charged or made as at 30 September in each year. Performance fees are also generally automatically deducted on any withdrawal of capital by, or other distribution of monies to, an investor, generally subject to a loss carry-forward mechanism. In any case, performance fees charged are in compliance with the requirements of Section 205 of the Investment Advisers Act of 1940 (the “Advisers Act”) and its applicable rules. Expenses Investors in the Funds also bear other fees and expenses of the Funds. Such expenses include, but are not limited to the following and will be borne whether or not a Fund’s contemplated investment is consummated: investment expenses (e.g., expenses that are related to the investment of a Fund's assets such as brokerage commissions, expenses relating to short sales, clearing and settlement charges, expenses (including costs and expenses of any licenses) relating to transactional, risk and trade-related services, including for trade confirmations and proxy voting services (including any costs incurred in connection with any third-party platforms), any issues or transfer taxes or stamp duties chargeable in connection with securities transactions, custodial fees, bank service fees, interest expenses, trade-related services, and structuring, including intermediate holding vehicles, negotiation, due diligence, developing and managing investments); for Funds that invest largely in private companies, any travel undertaken by any person acting for the Fund, or any person acting for any of the general partner, the Marshall Wace Group, any of their respective associates or any of their respective officers, directors, partners, members, employees and/or agents in connection with the Fund or any of its investment activities (which from time to time include any accommodation, dining and other subsistence costs and/or first or business class travel); professional fees (including expenses of consultants, investment bankers, attorneys, accountants and other experts) relating to investments; all additional fees and expenses including the costs and expenses of any licenses incurred in connection with all hardware, software tools, programs or other technology utilized in managing a Fund and facilitating and managing the purchase and sale of investments (including third-party software licensing, implementation, management and recovery services and custom development costs); all data-related and research-related fees and expenses, including those relating to obtaining, storing, preparing, manipulating, evaluating and utilizing data of any kind, including data that relates to the research and monitoring of actual and prospective investments, transactional, risk, market and alternative data, and information technology hardware, software or other technology (including costs of software licensing and licensing for using data, implementation, data management and recovery services and custom development); all fees and expenses for investment research and/or trade ideas (including corporate access services and services used for the processing and evaluation of

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datasets, data scraping, alpha generation and portfolio optimization); research and market data (including any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data (including the costs and expense of any licenses); administrative expenses (including fees and expenses of a Fund’s administrator); legal expenses; external accounting and valuation expenses (including the cost of accounting software packages); audit and tax preparation expenses; directors’ fees, including directors of a Fund’s general partner; costs of printing and mailing reports and notices; taxes and corporate fees and levies payable to governments or agencies or regulatory bodies; corporate licensing; regulatory expenses and costs of a Fund’s regulatory compliance (including all fees and expenses incurred in connection with any governmental or regulatory compliance or any filings or reporting (including performance and risk reporting) prepared by third parties (including in relation to EMIR, SFTR, Form PF and Annex IV) to the extent that are in connection with, relate to or derive from a Fund or its investment activities and other similar expenses); organizational expenses, including the creation and maintenance of any Fund and intermediate, side-pocket or coinvestment vehicles to make and/or hold an investment, which, for intermediate holding vehicles, will include any travel and accommodation expenses related to such entity, the salary and benefits of any personnel reasonably necessary for the maintenance of such entity or other overhead expenses in connection therewith; where applicable, convening and hosting meetings with a Fund’s Advisory Committee, including providing food and drink to attendees and, in certain circumstances, will include investors' travel and accommodation expenses in connection with their attendance at such meetings (including first or business class air travel); expenses incurred in connection with the offering and sale of a Fund’s interests and other similar expenses (including fees payable to paying agents and any expenses of third parties in connection with the preparation and filing of necessary filings such as Form D and any state security filings); litigation and indemnification expenses; all of the costs of insurance for the benefit of the directors, including directors of a Fund’s general partner; and extraordinary expenses of a Fund not incurred in the ordinary course of business. Such expenses will be charged to the Fund in respect of which they were incurred. To the extent that MWNA or an affiliate initially bears any of these expenses, the Funds will generally reimburse them. Please refer to Item 12 of this Brochure for additional information regarding brokerage and other transaction costs, and to the relevant Funds’ PPMs or other account offering documents for additional details on fees and compensation. Investment Team Expenses "Investment Team" means the portfolio managers and other employees, members or partners of the Investment Manager or any other entity in the MW Group that are engaged in the development of and/or implementation of a particular strategy. Certain Funds may also bear Technology, Trading and Risk Personnel Expenses, as described below. "Investment Team Expenses" are generally expected to include the costs and expenses incurred by the Investment Manager in recruiting and retaining, and developing and maintaining programs to recruit and retain, members of the Investment Team including all direct and indirect (i) base compensation; (ii) discretionary performance-based compensation and other similarly calculated amounts that directly or indirectly accrues for the benefit of employees, partners, members or shareholders of the MW Group as determined by the Investment Manager; (iii) any signing and retention bonuses; (iv) payroll taxes and expenses; (v) compensation benefits (including medical, disability income insurance, life insurance, pensions and other benefits); and (vi) other similar compensation expenses (including legal and similar costs and expenses related to settlement agreements, severance expenses, recruitment expenses, relocation expenses and "buy-out" (including "buy-out" expenses related to any deferred compensation) or breakage expenses), in any case related to the Investment Team. Depending upon the strategy or strategies to which clients have exposure, certain clients will bear their portion of the costs of Investment Team Expenses. In the future, other clients could agree to compensation on a partial or full pass-through model.

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MWNA Funds under Management For most clients, the Firm’s primary objective is to deliver consistent, absolute returns from a constantly evolving investment landscape. The Firm also advises clients for whom their objective is to deliver long term capital appreciation as opposed to absolute returns. The Marshall Wace Group has two distinct but complementary approaches to equity long-short fund management. The first is traditional, manager-led fundamental long/short or long-only investing. The second is process-driven and systematic, including Marshall Wace TOPS (“MW TOPS”) and the Alpha Plus strategy. MW LLP is authorized as an alternative investment fund manager (an "AIFM") pursuant to the AIFMD. As AIFM, MW LLP is responsible for oversight of portfolio management activities and risk management of the Marshall Wace Funds. On behalf of all of the Marshall Wace Group, MW LLP’s risk management team examines and continuously monitors pre-trade issues, portfolio construction, post-trade analytics, and proprietary and external research related to Fund investments. It uses a proprietary monitoring, alerting, and tracking engine with real-time portfolio risk profiles that have been built using multiple fundamental factor and statistical based models to ensure multisourced risk and return. In addition, third-party risk management models are incorporated into the platform. Investment in securities, irrespective of strategy and risk management approach, involves risk of loss that investors should be prepared to bear. The risks inherent to the strategies employed by MWNA, including those listed in this section of our Brochure, are described in further detail in the respective Fund’s offering documents. MW TOPS MW TOPS is a systematic investment process that measures and aims to extract the latent alpha residing in the large output of third-party contributors, without replicating its manpower resource or research capability. It developed out of the desire to capture what we consider to be the substantial and valuable investment information generated by investment banks and regional brokers, through their sales and research departments, and specialist research boutiques. Generally speaking, we believe this alpha is poorly delivered, rarely measured, and therefore remains largely unrealized. We select individual contributors with appropriate expertise from certain firms to contribute their ideas based on the information resource of their firms to TOPS. We also select individual contributors from buy-side firms to score specific securities. MW TOPS seeks to capture alpha from its third-party contributors through a proprietary web-based interface. This interface enables Marshall Wace to capture, analyze, and optimize ideas and scores submitted by third-party contributors who are generalist and specialist salespeople, strategists, buy-side analysts and independent research providers. The MW TOPS strategy’s trades systematically utilize optimization models developed by the Firm and its affiliates, and effect additional investment opportunities chosen by the Firm and its affiliates. The MW TOPS strategy uses an optimization and risk management process integral to both the portfolio construction and order management applications. In addition to the proprietary algorithms that aim to identify behavioral characteristics, and the persistence and success factors of third-party contributors, many conventional parameters also are monitored and contemplated by the strategy. These include directional market exposure, Value-at-Risk (VaR), market sentiment and liquidity. The resultant MW TOPS portfolios are highly liquid, scalable, and diversified. Notwithstanding the highly liquid and diversified nature of the MW TOPS portfolios, as with all investment approaches, regional, sector, and market volatility can materially impact the profitability of this strategy. Certain of the MW TOPS strategies use both long and short positions, and others, long-only positions (and/or swaps to simulate either), and investments are on exchanges, in over-the-counter markets, and in private transactions (as permitted by the respective Fund’s offering documents). Given the high volume of idea flow and

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the corresponding frequency of trading, this strategy can incur higher-than-normal brokerage and other transaction costs and taxes versus other traditional investment strategies. However, trade execution costs are closely measured and controlled, in keeping with the Firm’s fiduciary and best execution obligations. Alpha Plus The Alpha Plus strategy seeks to exploit the large amount of data it collects relating to companies and markets, including corporate, broker and trading data and data relating to the portfolio positioning of market participants. We collect and analyze large amounts of such data and use the data as inputs into a proprietary quantitative system that generates investment decisions for the strategy. We believe we are well-positioned to collect, analyze, optimize and exploit this dataset due to our strengths in technology, trading and risk management. The strategy does not focus on any specific country or industry sector or any particular market capitalization and seeks to identify opportunities in a range of asset classes (including equities, fixed income, credit, rates, foreign exchange, volatility and commodities). The portfolio construction process is driven by proprietary alpha factors. Allocations to these factors and exposures will be dynamic. We will make adjustments to the system's decisions on the basis of the judgment of the Investment Team where it is consistent with the investment objective and will also pursue additional investment opportunities identified on a non-systematic basis. The resulting strategy is diversified and liquid. We will trade positions actively to exploit changes in market sentiment or positioning in order to enhance the risk return characteristics of the strategy. This broad range of inputs generates alpha forecasts that are combined, optimized, and executed to deliver a single alpha stream. The optimization process involves taking forecasts of returns, risks and trading costs and creating a portfolio which seeks to maximize expected return net of trading costs, while controlling risk. We have established a risk framework which sets out the governance structure for its risk management activities and specifies the respective reporting lines, responsibilities and control mechanisms intended to ensure that the risks remain within an agreed risk tolerance. Manager-Led The Marshall Wace Group also operates a fundamental investment process that seeks to identify companies which are substantially mispriced on an absolute or relative basis. In conducting fundamental analysis, the Firm’s analysts and/or portfolio managers typically review company financials and other publicly disclosed documentation, participate in company and analyst conference calls and meetings, utilize external data (e.g., Reuters, Bloomberg and other externally provided services) to supplement or contrast our own findings, and utilize expert networks to conduct consultant calls and meetings. Manager-Led strategies use both long and short positions, and investments are made on exchanges, in over-thecounter markets, and in private transactions (as permitted by the respective Fund’s offering documents). In evaluating potential investments as part of this strategy, the Firm performs quantitative and qualitative analyses. It also performs risk analyses to seek to isolate corporate event exposure from systematic and macro-economic risk. The highly liquid nature and diversification of the portfolios aim to protect the strategy from significant or unusual risks. However, depending on the investment focus of a particular Fund (as defined in its offering documents), Manager-Led strategies can have more concentrated exposures to a particular sector or region, and from time to time acquire illiquid holdings (as permitted). These exposure concentrations and/or illiquid holdings pose a risk to the respective Fund(s). In addition, as with all investment approaches, regional, sector, and market volatility can materially impact the profitability of this strategy. Risks are closely measured and controlled using the Firm’s proprietary risk management platform.

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As an extension to MWNA’s and its affiliates’ public market investment capabilities, MWNA also pursues a Manager-Led strategy that aims to invest in the "cross-over" financing round of privately held companies. In addition, it can also invest in IPOs, 'private investment in public equity' transactions and other placings, as and when these opportunities arise within the relevant Fund's target sectors. As noted above, the MW TOPS strategy utilizes ideas and opportunities developed or employed by other strategies managed by the Firm, which include the Manager-Led strategies. As the universe of Funds participating in MW TOPS strategies does not completely overlap with those participating in a given Manager-Led strategy, at times, research, ideas, and opportunities developed or employed for a given Manager-Led strategy benefit Funds not directly utilizing a particular strategy. Conversely, Manager-Led strategies benefit from additional insight into the levels of conviction and consensus in the market on our investments via the aforementioned MW TOPS system. Whether a Manager-Led strategy or a MW TOPS strategy, under these circumstances a Fund pays for certain products and services that are not exclusively for the benefit of that Fund. For example, third-party contributors to the MW TOPS system are paid by Funds that employ the MW TOPS strategy, but managers of fundamental strategies have access to data in the MW TOPS system. Other Risks The Prospectuses of the Funds include the following detailed risk factors, as appropriate to each Fund: General Risk. The Funds will be making Investments selected by MWNA in accordance with their respective investment objectives and policies. The value and income from shares relating to each Fund, will therefore be closely linked to the performance of such Investments. Investments made by MWNA will be speculative and an investment in a Fund, therefore, involves a degree of risk. There is no guarantee that the investment objective of a Fund, or its risk monitoring, will be achieved, and results will vary substantially over time. An investment in each Fund involves a high degree of risk and is only suitable for sophisticated investors. The value of Investments and the income from them, and therefore the value of and income from shares relating to each Fund, can go down as well as up and an investor may not get back the amount he invests. Changes in exchange rates between currencies or the conversion from one currency to another will also cause the value of the investments to diminish or increase. Alternative Data. The Marshall Wace Group may use alternative data in their investment process. Alternative data includes datasets that have been culled from a variety of sources, such as internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases. This data is sometimes referred to as "big data" or "alternative data". The Marshall Wace Group applies alternative data to better anticipate micro- and macro-economic trends and to otherwise develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are expected to be borne— in whole or in part—by a Fund. No assurance can be given that they will be successful in utilizing alternative data in any investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability in numerous jurisdictions. The Marshall Wace Group cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of a Fund. American Depositary Receipts. American Depositary Receipts ("ADRs") are receipts issued by a U.S. bank or trust company evidencing ownership of underlying securities issued by foreign issuers. ADRs may be listed on a national securities exchange or may be traded in the over-the-counter market. Holders of unsponsored ADRs generally bear all the costs of such facilities. The depository of an unsponsored facility frequently is under no obligation to distribute investor communications received from the issuer of the deposited security or to pass through voting rights to the holders of depositary receipts in respect of the deposited securities. Investments in

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MWNA provides advisory services to private collective investment vehicles and can provide advisory services to separately managed accounts. Investment advice is provided directly to the Funds and not individually to the Fund investors. At any time, investors in the Funds generally include institutions (e.g., pension plans, endowments, trusts, estates, charitable organizations, foundations, etc.), fund-of-funds, and high net worth individuals/family offices. Investors will be required to make certain representations when subscribing to a Fund through the execution of a subscription agreement and other documents. Interests and shares in the Funds are not registered under the Securities Act (or any other similar law), and such Funds are not registered under the Investment Company Act. Accordingly, interests in the Funds are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements either in private transactions within the United States or in offshore transactions. Any minimum initial and additional subscription requirements are disclosed in the offering documents for the relevant Fund. The minimum initial capital contribution required for investment into a Fund varies according to the Fund and the class of interests. For most Funds, the minimum is either US$5,000,000, US$250,000 or EUR100,000 (or currency equivalent), depending on the Fund.

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MWNA accepts performance-based compensation from every client (other than clients that are not charged performance-based compensation because they are charged through another entity in a master-feeder or similar structure). A general description of this compensation is provided in Item 5. As a result, MWNA does not face certain conflicts of interest that arise when an investment adviser accepts performance-based compensation from some clients, but not from other clients. MWNA structures any performance or incentive fee arrangement in accordance with Section 205(a)(1) and Rule 205-3 of the Investment Advisers Act of 1940. As a result of the loss carryforward mechanism or varying performance fee methodologies and rates, it is possible that there will be scenarios where, even among clients that are all subject to the assessment of performance compensation, one or more clients will be effectively assessed only on a fixed management fee (until the client’s net asset value satisfies any “catch up” or similar requirement). In such a case, the variation in the potential receipt of actual performance compensation among our clients creates an incentive for us disproportionately to direct the best investment ideas to, or to allocate or sequence trades in favor of, clients that are more likely to generate performance compensation from profitable investment or trading activity. MWNA recognizes a conflict exists and there is a potential for providing preferential treatment to one Fund over others in terms of the allocation of time, resources, and investment opportunities. We are committed to allocating investment opportunities on a fair and equitable basis and have established allocation procedures to address the potential conflicts of interest described above. Generally, this will mean giving consideration first to each client’s requirements before placing an order (i.e., in the intended basis of allocation) and allocating on this basis after execution of the order. A performance compensation arrangement creates an incentive for MWNA to make investments that are riskier or more speculative than would be the case in the absence of such an arrangement, particularly when our incentive fee is payable only upon making up a loss carry-forward. Some Marshall Wace employees and related persons are entitled to invest in interests or share classes which pay lower management and performance fees. Additionally, Marshall Wace Group entities have preferential liquidity when investing in Funds and are not subject to investor-level gates that apply to other investors. At our absolute discretion, we allow investors who meet certain criteria to open a separately-managed account which has different and, possibly more favorable, terms regarding such aspects as transparency. MWNA and/or its affiliates receive performance-based compensation with regard to unrealized and realized gains. Net capital appreciation generally includes unrealized appreciation of client assets, which results in our receiving more incentive income than if net capital appreciation were based solely on realized gains. For the Marshall Wace Group-managed Funds, MWNA’s affiliate, MW LLP, has responsibility for valuation of certain illiquid assets in accordance with their duties as alternative investment fund managers for the purposes of the European Union’s Alternative Investment Fund Managers Directive (“AIFMD”). MW LLP and the Funds’ independent board of directors have established a valuation committee (“Valuation Committee”) for each Fund which approves the valuation methodology of these assets. The Valuation Committees consist of independent directors of the Marshall Wace Group-managed Funds and one representative of the Marshall Wace Group. All other assets are valued by an independent fund administrator in accordance with the constitutional documentation of the relevant Marshall Wace Funds.

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Each of MWNA, MW LLP, MWAL, MWSG and MWME has registered as a commodity pool operator with the US Commodity Futures Trading Commission (CFTC). MWNA has material business relations with the following entities: 

MWNA is an affiliate of MW LLP, a limited liability partnership based in London and authorized and regulated as an investment manager with the FCA.

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MWNA is also an affiliate of MWAL, a limited company based in Hong Kong and licensed as an investment manager by the SFC.

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MWNA is also an affiliate of MWSG, a limited company based in Singapore licensed by the MAS.

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MWNA is also an affiliate of MWME, a limited company based in Abu Dhabi and regulated by the FSRA.

MWNA, MWAL, MWSG, and MWME also perform services relating to the investment management business of MW LLP and are compensated under the terms of agreements directly or indirectly with MW LLP and the respective funds under its management. The affiliated entities of the Marshall Wace Group share research and other benefits, the nature and inherent conflict of which are described in Item 12. None of the Marshall Wace Group entities has an affiliated broker-dealer. However, we have certain relationships with, and receive certain benefits from, non-affiliated broker-dealers that could pose a conflict of interest when selecting and using broker-dealers for trade execution. These relationships and benefits include referral or recommendation of investors, personal investments by entities or affiliates of a broker-dealer in Funds that we manage, and participation in broker-dealer sponsored research and capital introduction conferences. We believe the potential for these conflicts to occur is appropriately countered by the Firm’s adherence to its fiduciary responsibilities and best execution principles, all of which are actively monitored.

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Code of Ethics MWNA has adopted a Code of Ethics (“COE”) pursuant to Rule 204A-1 under the Advisers Act and consistent with its regulatory requirements that governs the behavior of its employees, all of whom are defined as Access Persons under SEC regulations. The COE and related policies reflect the Firm’s commitment to ethical conduct. All employees are trained on the COE at the start of their employment, receive annual updates, and as needed due to changes to the code or related state and/or federal laws. In general, the COE outlines the policies of the Firm pertaining to topics such as personal trading, handling of inside information, gifts and entertainment, and overall professional conduct. These policies, along with the COE, collectively comprise the Firm’s Compliance Manual. An acknowledgement of the COE, accepting the terms and conditions therein, is obtained from each employee and kept on file. A copy of the COE is available for review by any current or prospective investor upon request. Personal Investment Policy Employees make personal investments in financial instruments with prior approval by the Firm’s Compliance department. All employees with personal trading accounts must provide the Firm’s Compliance department with statement copies no less than quarterly, irrespective of account activity. For transactions involving securities within the Firm’s investment universe, employees generally buy or sell securities if the Firm or its affiliates are not actively trading the name, or if the employee agrees to a transaction at a future fixed date. All transactions are subject to prior written authorization. In addition, all transactions in single stocks are subject to a one year holding period. Irrespective of these rules, MWNA reserves the right to deny any transaction request deemed to be counter to the best interests of the Firm. The COE’s personal investment guidelines generally apply to any personal transaction involving equity or debt securities, or derivatives of such. However, the guidelines do not apply to transactions involving open-end mutual funds or other instruments in which the investor has no discretion over individual securities transactions. Certain employees also invest in certain of the Marshall Wace Group Funds, subject to regulatory restrictions, share class restrictions, and the terms and conditions of the respective fund(s). Conflicts of Interest Participation in Client Transactions and Related Conflicts of Interest MWNA does not have any proprietary trading activity. The Firm’s trading activity is limited to the transactions it effects on behalf of its Funds and any separately managed accounts. MWNA buys or sells securities for certain Funds in a manner that differs from its actions for another Fund. Certain Funds’ investment activities limit those of other Funds (e.g. where one Fund is privy to material non-public information about a company, that Fund and all other Funds are restricted from trading in that company). However, at all times, its actions are in keeping with the Firm’s fiduciary responsibilities, best execution principles, and each Fund’s investment allowances or restrictions (as set forth in its respective offering documentation). MWNA effects transactions on behalf of its clients in securities which its employees buy or sell for their own accounts. These personal investments are subject to the trading restrictions set forth in the COE, irrespective of whether the employee investment preceded the client transaction or not.

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Employees and/or partners of MWNA buy or sell unlisted securities, partnership interests, or other private holdings for their own accounts, which the Marshall Wace Group or certain of its affiliates also transact in. These personal investments are subject to Compliance pre-approval, as well as the trading restrictions and reporting requirements set forth in the COE. The Marshall Wace Group follows a policy of restricting trading activity for all of its related entities when any one entity or employee is exposed to what it knows as or believes to be material non-public information. In the course of conducting its investment business, MWNA or its affiliates can come into possession of material non-public information, either intentionally (via participation in a private transaction or a debt holding) or unintentionally (via industry or familial contact). In the event anyone in the Marshall Wace Group is in possession of material nonpublic information, neither MWNA nor its affiliates will be able to use such information for the benefit of any client. Thus, MWNA’s possession of such information can cause a Fund to be unable to engage in a transaction in a certain position or positions until such time that the information is made public or the Firm determines a cleansing event has occurred. Outside Business Activities and Related Conflicts One or more employees of the Marshall Wace Group provide investment management services, whether in Manager-Led strategies, MW TOPS or other systematic strategies, to multiple Funds. The Marshall Wace Group is not restricted from forming additional Funds, from entering into other advisory relationships or from engaging in other business activities even if such activities compete or involve substantial time and resources of the Marshall Wace Group. Individual partners or employees of the Marshall Wace Group engage in providing investment management and advisory services to one or more Funds and in other business activities, including serving as board members to a public company, a creditor committee or coop, whether or not as representatives of the Marshall Wace Group. Such activities could restrict ability to trade in certain securities. The activities of the Marshall Wace Group and its employees are not devoted exclusively to the business of, but will be allocated between the business of, any affiliated funds and other business activities. The COE requires preclearance by Compliance of any outside business activity. Confidential Information and Related Conflicts By reason of the other business or investment activities of the Marshall Wace Group, from time to time, the Firm acquires confidential information or otherwise becomes restricted in its investment activities and is not free to act upon such confidential information. As a result, the Firm may be restricted from initiating a transaction for a Fund which the Firm otherwise might have initiated, and such Fund may, as a result, be required to maintain a position that it otherwise might have liquidated, or be required to refrain from acquiring a position that the Firm otherwise might have acquired on behalf of such Fund. Additionally, investment activities by Marshall Wace Group could otherwise limit the activities of a Fund. For example, certain regulations impose limitations on the amount of securities or other instruments that can be held by related parties or require disclosure of, or impose restrictions on purchases or sales of securities or other instruments held by, related parties. The investment holdings or activities of the Marshall Wace Group may cause a Fund to be restricted from entering, or otherwise to determine to forego, investment opportunities.

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MWNA has full investment and brokerage discretion, in accordance with the terms outlined in the offering documents of each Fund. The securities transactions of the Funds are expected to generate a substantial amount of brokerage commissions and other transaction-based compensation, all of which will be paid by the Funds. The Firm has a fundamental obligation to act in the best interests of its clients and seek best execution of clients' transactions under the circumstances of the particular transaction. Best Execution Considerations In selecting brokers and dealers, MWNA is not required to consider any particular criteria. For the most part, the Firm will seek the best combination of brokerage expenses and execution quality. In evaluating execution quality, historical net prices (after mark-ups, markdowns, or other transaction-related compensation) on other transactions will be a principal factor, but other factors are also relevant, including but not limited to: the execution, clearance, and settlement capabilities and overall efficiency of the broker or dealer generally and in connection with securities of the type and in the amounts to be bought or sold; the broker’s or dealer’s willingness to commit capital; reliability, responsiveness and financial stability; liquidity; the size of the transaction; availability of securities to borrow for short sales; and the market for the security. Nonetheless, as other factors are also considered in the selection process, MWNA is not required to select the broker or dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. Specifically, the Firm allocates some commissions based on the quality of research services provided by brokers, including services provided via the MW TOPS process. Payments for Research MWNA and its affiliates utilize investment research services offered by brokers and independent service providers for the purposes of acquiring research for the Funds. Such research services include, but are not limited to, published research notes or reports, other material or services suggesting or recommending an investment strategy or trade ideas (including in the form of software tools, programs or other technology), macroeconomic analysis, and access to research analysts or industry experts (including expert networks). MWNA considers access to research services and materials integral to its ability to undertake the investment program, and such services and materials inform, and add value to, MWNA’s investment decisions made on behalf of the Funds. MWNA’s non-US affiliates have opened and maintain one or more Research Payment Accounts to facilitate payments for investment research services in accordance with the Financial Conduct Authority’s Rules in the UK. Each Research Payment Account is funded by a direct charge to the Funds based on a research budget set by the Investment Managers that is amended from time to time. The Investment Managers also agree arrangements with brokers to collect the research payment charge alongside the transaction commissions paid by the relevant Fund. The Investment Managers' policy is to calculate research budgets for each investment strategy employed by the relevant Investment Manager on behalf of one or more of its clients. The costs of research are allocated between the relevant clients of the Investment Managers as specified in the internal research policy and other internal arrangements applicable to the valuation and allocation of investment research ("Research Policy"). The Research Policy includes a methodology for valuing research that specifies criteria that will be used to assess its quality and usefulness in the investment process. In the US, in parallel with the Research Payment Accounts, MWNA, on behalf of the relevant Funds, pays brokerdealers commissions (or markups or markdowns) for effecting a Fund’s transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. To facilitate the receipt of research and other services which fall within the "safe harbor" parameters of Section 28(e) of the 1934 Act, MWNA has commission sharing arrangements with certain broker-dealers. In a typical commission sharing arrangement (also known as a client commission agreement), an investment adviser directs trades to a broker-dealer with the instruction that the

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broker-dealer execute the transaction and apply a portion of the commission to a pool that is then allocated in part or whole to a third party as compensation for eligible research products or services (as defined under Section 28(e)). At times, MWNA, on behalf of the relevant Funds, elects to compensate research providers that do not provide execution services to the relevant Funds by a commission sharing arrangement. As the relevant Funds share many investments in common, they also share many of the commission sharing benefits derived from their collective trading. Consistent with Section 28(e), MWNA uses research products or services obtained with soft dollars generated by one or more Funds to service one or more other clients, including clients that haven’t paid for the soft dollar benefits. MWNA does not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate, but instead aims to allocate research costs more broadly (including soft dollars) between the relevant Funds in a manner it considers to be fair and equitable in accordance with the Research Policy. Any Funds that use a systematic strategy utilize research, ideas and opportunities developed or employed by other strategies of the Investment Managers, including manager-led strategies. As the universe of any such Funds participating in systematic strategies does not completely overlap with those Funds participating in a given manager-led strategy, at times, research, ideas, and opportunities developed or employed for a given managerled strategy benefits those Funds not directly utilizing that particular strategy. Conversely, manager-led strategies benefit from additional insight into the levels of conviction and consensus in the market on those Funds investments via the systematic strategies. From time to time, under these circumstances a Fund will pay for certain products and services that are not exclusively for the benefit of that Fund. Allocation of Investment Opportunities among Funds under Management As a fiduciary, MWNA allocates investment opportunities among the Funds in a fair and equitable manner, considering strategy differences and Fund-specific restrictions identified in the respective offering documents (or management agreements for any separately managed accounts). However, MWNA and its affiliates have developed and expect to continue to develop strategies and to research the use of new techniques, which it believes could offer certain Funds meaningful excess returns, but which cannot be fully utilized or in some cases utilized at all by all Funds because of the mandates of such Funds. Such strategies and/or techniques will differ from those that are fully utilized by certain Funds. In some instances, MWNA and its affiliates will choose to deploy strategies and/or techniques differently (or not at all) for certain Funds, for example, in respect of specific geographical regions, or instruments. The introduction of any new strategy, capability or execution method, either by MWNA, one of its affiliates, or by another market participant, increases competitive effects. In addition, the instruments traded on behalf of each Fund will involve overlap with those traded on behalf of other Funds. Funds will buy (or sell) certain instruments prior to or after the other Funds or strategies buying (or selling) the same or similar instruments, which in some instances, will have a material impact on the prices paid or received by any one Fund or strategy on its transactions or the available liquidity in such instruments. In the absence of specific segregation requirements, restrictions, or different strategies, techniques or execution modalities, or similar limitations, trades are typically aggregated (“bulked”) when they are initially sent to the executing broker. The Firm then allocates the trade among the participating Funds at pre-set percentages that are proportional to the Funds’ net asset values. When an order is bulked, the participating Funds are identified, further ensuring accurate allocation percentages are used to divide the resultant securities. Although MWNA will seek to allocate investment opportunities in a fair and equitable manner at the time of investment and over time, MWNA is not obligated to aggregate orders for any one Fund or across Funds, and is not obligated to allocate investment opportunities pro rata. If the Firm or its affiliates attempt to place orders in the same instrument, in the same direction, and at the same time, the Firm's systems cannot combine the orders, meaning that the same instruments will not be traded in the same way or at the same time on behalf of each Fund. There are a variety of scenarios that cause MWNA to engage in cross trades between Funds or strategies of the same Fund. Such transactions occur in regular course. For example, MWNA must rebalance the Fund holdings as a result of capital flows. In such circumstances, and where permissible, a crossing transaction between two or

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MWNA does not receive economic benefits from non-clients for providing investment advice and other advisory services. MWNA, by way of its affiliates, has entered into contractual agreements with individuals and organizations who solicit investors for certain of the Firm’s Funds under management for a fee. While the specific terms of each arrangement differ, fees generally comprise a pre-set portion (percentage or basis points) of the Firm’s management and/or performance fees earned on the assets invested by the referred client(s). Referral fees are borne by the Firm, not the referred (or any other) Fund investor, although separate fees can be paid by a Fund investor, with such investor’s consent, to a solicitor.

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We do not consider that there have been any legal or disciplinary events that are material to our advisory business or a prospective investor’s evaluation of MWNA’s advisory business or the integrity of our management.

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The Marshall Wace Group’s portfolio management and risk management teams perform daily, weekly or monthly reviews of all Funds and client accounts as they deem appropriate or as otherwise required. In addition to periodic reviews, client account reviews are triggered by changes in market conditions, changes of security positions, changes in investment objectives or policies, capital inflows/outflows and other reasons. The requirements for frequency and content of reports to clients or investors will be set forth in the documents for each account. Although the Fund Accounting team within the Marshall Wace Group generates estimated NAVs, NAV per Share and other holdings analyses, the Funds’ appointed independent administrators 1 are responsible for calculating final confirmed NAVs and publishing monthly investor statements, which they distribute directly to Fund investors. These administrators also work with independent public accountants to produce and distribute the Funds’ annual audited financial reports, as well as year-end statements and any other such documentation investors require in completing their income tax filings. Each month, the Firm produces and distributes written reports about the Funds 2 to Fund investors, and to prospective investors upon request. These reports include various financial data and information, which are also available on the Firm’s password-protected website. Similar data is also used in written marketing presentations and bespoke research, which are produced and distributed on an ad hoc basis.

The processes for any separately managed accounts may differ, based on their appointed administrator’s contractual obligations.

The Firm does not produce monthly reports or presentations for any separately managed accounts, nor does it include this performance data on its client website. Any separately managed accounts have different reporting parameters that are determined by each respective management agreement.

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MWNA is deemed to have custody of its client funds and securities. As noted in Item 13, these Funds have appointed independent administrators who work directly with the respective Funds’ qualified custodians to verify fund assets, cash-flows and transactions and who also calculate the net asset value of the Funds. This data is then used to produce, among other things, monthly investor statements, which are distributed directly to fund investors. These administrators also work with independent public accountants to produce and distribute the Funds’ annual audited financial reports, as well as year-end statements and any other such documentation investors require in completing their income tax filings. MWNA satisfies its obligations under the SEC Custody Rule by maintaining client funds and securities with qualified custodians and delivering to the Fund investors annual audited financial statements within 120 days of the fiscal year end.

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MWNA manages client assets on a discretionary basis and has full investment discretion over the Funds. This investment discretion generally pertains to buying and selling securities and other instruments for the Funds in a manner consistent with each Fund's stated investment objectives and policies. The extent of this discretion, and any restrictions, is outlined in the investment management agreement in place for each Fund.

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In general, MWNA has authority to cast all proxy votes on behalf of the Funds. MWNA employs an independent agent to operationally manage proxy voting on its behalf. This agent analyzes proxy statements to recommend vote decisions according to Marshall Wace Group guidelines, and manages the complete proxy voting process, including the receipt of proxies, reconciliation, vote execution, vote disclosure, and reporting. The service offers MWNA full transparency, with full record reporting and vote monitoring. When proxy materials arrive at the Funds’ brokers or custodians (the securities holder on record), they are forwarded to the proxy agent for review and action. The agent then votes on behalf of MWNA, in accordance with the Firm’s stated voting objectives. In accordance with SEC Rule 206(4)-6 under the Advisers Act (the “Proxy Voting Rule”), MWNA generally subscribes to the proxy voting policy adopted by the independent agent but reserves the right to direct that the independent agent votes in a manner that is contrary to such policy where appropriate, or as specifically directed by a client for its own account. MWNA reserves the right to cast all votes at its discretion at any time, especially in the event of a conflict where the agent otherwise cannot, or if it were to disagree with the agent’s voting recommendation; with exceptions made in certain circumstances including when voting may block shares from trading. The agent ensures that all proxies are voted and maintains our proxy records in accordance with SEC requirements. It also provides the Firm with an online platform that allows the Firm to change its vote recommendations, run vote record reports, and view account information. MWNA reviews the proxy voting agent’s voting activity on at least a quarterly basis to ensure the service meets its needs and best serves the interests of its clients. A copy of the Firm’s Proxy Voting Policy, the voting guidelines in use, and/or information on how MWNA voted client securities can be obtained by Fund investors upon request.

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MWNA is not required to include a balance sheet for its most recent fiscal year. It does not require or solicit prepayment of more than $1,200, six months or more in advance. MWNA is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to the Funds and has not been the subject of a bankruptcy petition at any time during the past ten years.

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