MILLENNIUM MANAGEMENT LLC

Millennium Management LLC (“Millennium Management”), a Delaware limited liability company, and its predecessors have been in business since 1989. Millennium Management and its relying advisers (identified in Item 10 of this Brochure, as well as on Schedule R of Millennium Management’s Form ADV Part 1) (each a “Relying Adviser” and together the “Relying Advisers”) provide discretionary investment advisory services to certain private funds in accordance with their investment objectives and strategies as broadly described in Item 8 of this Brochure. In addition, certain of our Relying Advisers entered into separately managed account agreements to provide discretionary investment advisory services to certain investors, which services are tailored based on the relevant investor’s individual investment objectives, guidelines and/or limitations on the types of securities and other instruments in which the given portfolio may invest. Unless specifically noted otherwise, the responses to this Form ADV Part 2A combine information about Millennium Management and its Relying Advisers. Millennium Management and its affiliated entities are collectively referred to throughout this Brochure as “Millennium.” Millennium Management and its Relying Advisers are collectively referred to throughout this Brochure as the “Firm” or by use of the first person plural pronoun. Each of the private funds we manage is generally referred to throughout this Brochure as a “Fund” and are collectively referred to throughout this Brochure as the “Funds.” Certain Funds, directly or indirectly, invest all or substantially all of their assets in other Funds in a master-feeder structure, with the feeder funds in such master-feeder structure referred to throughout this Brochure as “Feeder Funds”. Each separately managed account we manage is generally referred to throughout this Brochure as a “Separate Account.” The Funds and Separate Accounts (and portfolios of Separate Accounts, as the case may be) are referred to throughout this Brochure as “Clients.” The principal of Millennium Management is Israel Englander. Mr. Englander and certain companies and trusts for his benefit and the benefit of his family (including MLM Trust B) directly or indirectly own a majority of the economic interests of Millennium Management. As of December 31, 2025, we managed approximately $109,719,865,000 in net assets for the Clients (including the Millennium Partners Funds and the WMA Funds (each as defined herein) and the Separate Accounts, but excluding, for the avoidance of doubt, uncalled capital of the Millennium Partners Funds). All of these assets are managed on a discretionary basis.

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Funds The fees, expenses and/or allocations associated with an investment in a Fund vary, depending on the specific Fund, and are detailed in the Fund’s offering document. Any applicable fees, expenses and/or allocations are deducted from a Fund investor’s assets as described in such Fund’s offering document. Performance-based allocations or fees are generally allocated or paid, respectively, annually and upon an investor’s withdrawal or redemption from the applicable Fund. In the case of one Millennium Partners Fund, asset-based fees are paid quarterly in advance and are generally subject to proration for (i) a subscription that does not fall on the first day of a quarter or (ii) a withdrawal or redemption that does not fall on the last day of a quarter. Millennium Partners, L.P. (“Millennium Partners”) and its Feeder Funds (together with Millennium Partners as the context may require, the “Millennium Partners Funds”) The Millennium Partners Funds generally bear, directly or indirectly, all expenses incurred in connection with the operation of the Millennium Partners Funds, without limitation (which are therefore borne by the investors in the Millennium Partners Funds), other than as described in Item 11 under “Portfolio Manager Investment in Own Strategies.” We generally refer to this as an “expense pass-through.” Each Millennium Partners Fund also pays us a performance-based allocation and/or an asset-based fee, and is generally responsible for: 

a generally pro rata portion of all of the fees and expenses that such Millennium Partners Fund and its affiliates incur (which include, among other things, the salaries, fringe benefits, bonuses, fees and performance-based compensation (collectively, “compensation”) and expenses paid or reimbursed to Portfolio Managers (as defined in Item 8 of this Brochure), other employees, consultants, subcontractors and agents, fees paid to persons or entities who assist in identifying and recruiting Portfolio Managers, expenses related to computers and other equipment and expenses related to maintaining offices, including leases and fixtures); and

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all fees and expenses incurred in connection with any transactions, engagements, and other agreements that such Millennium Partners Fund enters into on its own behalf, including, among other things, costs and expenses of its administrator, expenses incurred in connection with the private placement of interests (other than placement fees), and, with respect to non-U.S. Millennium Partners Funds, directors’ fees and expenses.

Millennium Partners Funds in the aggregate bear all of the compensation paid to the Portfolio Managers (including Portfolio Managers that are Relying Advisers) and other employees of, and consultants to, the Firm and its affiliates. The compensation expenses also include management or “base” fees that are charged by certain Portfolio Managers or third-party funds. In addition, certain personnel who assist in overseeing groups of Portfolio Managers (e.g., the head of a particular strategy) receive compensation based on the overall performance of such Portfolio Managers. This compensation of Portfolio Managers and such personnel responsible for overseeing Portfolio Managers (as well as other Millennium employees) is separate from and in addition to the performance- and/or asset-based compensation we receive from the Millennium Partners Funds, which compensates us for services provided by our principal. Such expense is deducted prior to calculation of the performance- and/or asset-based compensation we receive from the Millennium Partners Funds. Compensation of a Portfolio Manager is generally determined as a percentage of profits earned by such Portfolio Manager during the preceding calendar year, with profits measured on an accrual (i.e., markto-market) basis and without taking into account the performance of other Portfolio Managers or of the Millennium Partners Funds generally. If a Portfolio Manager suffers net losses during the year, generally the losses are carried forward and past losses must be made up before performance-based compensation becomes payable in subsequent years. Portfolio Managers also receive a salary, which is generally treated as an advance against their performance-based compensation if there are profits (although, for certain Portfolio Managers, salary is instead treated as an expense of their respective accounts). There is generally no “carryback” or “clawback” of losses to permit recouping of performance-based compensation from prior years. Portfolio Managers with positive performance will receive performance-based compensation even if -5-

the Millennium Partners Funds’ overall returns are negative. We have agreed, and may in the future agree, to “guarantee” a level of compensation for a Portfolio Manager or other personnel for a particular year (or years) or to replace compensation that a Portfolio Manager or other personnel has forfeited in connection with the termination of prior employment. We have from time to time in the past negotiated, and may in the future negotiate, different compensation arrangements with Portfolio Managers and other personnel than those described above. In addition to the expenses listed above, the expenses of the Millennium Partners Funds, which are paid directly or indirectly by such Millennium Partners Funds, include all expenses directly or indirectly related to such Millennium Partners Funds’ investment activities, including, without limitation, brokerage commissions and interest expense; internal and external accounting expenses; audit and tax (including withholding tax) expenses; legal expenses; administrator, registrar and transfer agent fees and expenses; premiums for general partner liability insurance and risk-specific insurance and “key-man” life insurance on certain personnel; and other administrative and operating expenses. The capital to establish, capitalize and maintain the non-U.S. management companies has been provided to Millennium International Management by Millennium Partners through inter-company arrangements, and as such the expenses attributable to these arrangements are paid by the Feeder Funds. All determinations as to whether particular expenses are payable by the Feeder Funds are made by the Firm in the reasonable exercise of its discretion. We may from time to time in the future advise additional funds or accounts with expense pass-through arrangements similar to the foregoing. WMQS Global Equity Active Extension Master Fund LP (the “WMQS GEAE Master”) and its Feeder Funds (together with the WMQS GEAE Master as the context may require, the “WMQS GEAE Funds”), WMA Systematic Equity Alpha Long/Short Master Fund LP (the “WMA SEALS Master”) and its Feeder Funds (together with the WMA SEALS Master, the “WMA SEALS Funds”), WMA AE Institutional Fund I LP (“WMA AE Institutional”), WMA Global Large Cap Enhanced Equity Master Fund LP (the “WMA GLCEE Master”) and its Feeder Funds (together with the WMA GLCEE Master as the context may require, the “WMA GLCEE Funds”), WMA US Active Extension Master Fund (“WMA USAE Master”) and its Feeder Funds (together with the WMA USAE Master as the context may require, the “WMA USAE Funds”), WMA International ex-US ex-HK Active Extension Master Fund LP (the “WMA IEAE Master”) and its Feeder Funds (together with the WMA IEAE Master as the context may require, the “WMA IEAE Funds”), WMA US Large Cap Enhanced Equity Master Fund LP (the “WMA USLCEE Master”) and its Feeder Funds (together with the WMA USLCEE Master as the context may require, the “WMA USLCEE Funds”), and WMA Systematic Alpha Broad US Equity Return Master Fund LP (the “WMA SABER Master”) and its Feeder Fund (together with the WMA SABER Master as the context may require, the “WMA SABER Funds”) and WMA AE Institutional ex-HK Fund I LP (“WMA Global ex-HK Fund”). The WMQS GEAE Funds, the WMA SEALS Funds, WMA AE Institutional, the WMA GLCEE Funds, the WMA USAE Funds, the WMA IEAE Funds, the WMA USLCEE Funds, the WMA SABER Funds, and the WMA Global ex-HK Fund are collectively referred to herein as the “WMA Funds”. The WMA Funds are subject to the fee and allocation arrangements, and bear such expenses, as are set forth in the terms of such WMA Funds. The WMA Funds pay us flat asset-based fees and/or performance-based fees. The WMA Funds are generally responsible for the WMA Funds’ direct expenses (and generally a pro rata share of the expenses of the applicable master fund) as set forth in the WMA Funds offering documents. Examples of the types of expenses borne by the WMA Funds include, but are not limited to, investment expenses, whether or not such investments are consummated (such as brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees and interest expenses); certain market data costs; third-party professional fees (including, without limitation, expenses of consultants, attorneys, accountants and other experts) relating to investments; directors’ fees and expenses; third-party administrative fees and expenses (including fees and expenses of the administrator); third-party legal expenses (including the updating of such WMA Fund’s offering documents, processing transfer requests, negotiations with prospective investors and extraordinary legal expenses, such as those related to litigation or regulatory investigations or proceedings); third-party accounting and valuation expenses (including, without limitation, the cost of accounting software packages); third-party audit and tax preparation expenses; fees, expenses (including, without limitation, expenses related to the organization and conduct of investor meetings (including, without limitation, travel, lodging and meal expenses)), if any; costs of printing and mailing reports and notices; entity-level taxes (including, without limitation, investor-related taxes); third-party expenses -6-

related to preparing and making regulatory and compliance filings associated with such WMA Fund and its investment activities, such as filing fees and costs of software and systems relating to such filings; organizational expenses; expenses incurred in connection with the offering and sale of the interests and other similar expenses related to such WMA Fund (excluding fees payable to any placement agent); indemnification expenses; extraordinary expenses; and the cost of certain Bloomberg terminals in support of investment activities, operations and middle office. General We may from time to time in the future advise additional Funds or Separate Accounts with expense arrangements similar to or different from the foregoing. Such Funds or Separate Accounts may bear additional expenses as permitted under the terms of such Fund’s or Separate Account’s governing documents. Certain expenses are shared across different Funds or across the Funds and other businesses of the Firm and allocated among the Funds and the Firm in accordance with our expense allocation methodologies. Our expense allocation methodologies and certain conflicts of interest that may be raised by them are discussed further in Item 11 of this Brochure. The Funds incur brokerage and other transaction costs, as discussed further in Item 12 of this Brochure. Separate Accounts Certain WMA (as defined herein) Relying Advisers have entered into separately managed account agreements to advise Separate Accounts. Fees and expenses associated with each Separate Account (including the form, method of calculation and timing of our compensation) were negotiated before the applicable investment advisory relationship commenced and are set forth in detail in the relevant investment management agreement entered into with the holder of such account. Fees will generally be charged quarterly or annually in arrears and calculated based on the average of the market value of the portfolio on the last business day of the relevant period. The holder of each Separate Account has elected to be billed directly for fees. The holder of each Separate Account is responsible for its own costs and expenses, including custodial fees and brokerage and transactions costs (as discussed further in Item 12 of this Brochure). We may in the future enter into agreements to manage additional separate accounts for Separate Account Clients, and such agreements may provide for different compensation arrangements, including with respect to the form, method of calculation and timing of our compensation, as well as any agreement as to the bearing of expenses. In all cases, the compensation arrangement with a Separate Account Client will be negotiated and agreed upon in writing before the commencement of the advisory relationship for the relevant Separate Account.

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We manage the capital of each Fund in accordance with its investment objectives, which are broadly set forth in the applicable Fund’s offering document. The investment objective and parameters for a Separate Account are set forth in the investment management agreement with the applicable Separate Account Client. Millennium Partners Funds For the Millennium Partners Funds, we follow an investment strategy that is opportunistic with respect to investments and strategies and that is broadly diversified and global in scope. We do so by selecting, monitoring and evaluating Portfolio Managers and allocating and reallocating the Millennium Partners Funds’ invested capital among them. For the Millennium Partners Funds, we also make direct (i.e., not through Portfolio Managers) investments of the Millennium Partners Funds’ capital, either as a profit-seeking investment (e.g., direct trading activities) or as hedges, or “contra” trades that seek to establish a reduction in certain exposures. Our direct trading activities with respect to the Millennium Partners Funds have included, and may in the future include, increasing (potentially materially) the Millennium Partners Funds’ exposure to certain strategies or positions or to netted positions held by a number of Portfolio Managers. However, there is no obligation for us to engage in such activities. Additionally, there is no guarantee that direct trading activities will be profitable, and, with respect to increasing the Millennium Partners Funds’ exposure to certain strategies or positions, such activities may exacerbate any losses associated with such strategies or positions. Consistent with this approach (and unlike many investment partnerships that as a matter of investment policy require that no more than a fixed percentage of their assets be invested in any one industry or group of industries), we do not establish fixed guidelines regarding diversification of investments to be followed by the Millennium Partners Funds. At any given time, the Millennium Partners Funds’ assets could be concentrated in securities or asset classes that the Portfolio Managers (subject to the oversight of our Risk Management group) believe offer an optimal opportunity for appreciation. However, by virtue of our structure, in which assets are allocated among a number of Portfolio Managers utilizing different strategies and investment approaches, as well as our general risk management principles, which discourage concentrations and apply Firm-wide oversight, the Millennium Partners Fund’s assets will usually be deployed among a diversified set of strategies. The investment strategies that the Millennium Partners Funds employ include, among other things, most or all of the following core strategy classifications, each of which is comprised of a number of component strategies: fundamental equity; quantitative strategies; equity arbitrage; fixed-income; and commodities. The Millennium Partners Funds may, and typically do, also invest in certain other strategies, including, among others, closed-end fund/asset arbitrage and distressed investing, and may reclassify, and have reclassified, strategies or components thereof from time to time. However, as noted above, the Millennium Partners Funds may concentrate investments in a select few strategies while not employing others and may employ additional investment strategies or suspend any such strategies, as determined by us in our discretion, at any time without notice. There are no substantive limits on the investment strategies that may be pursued by the Millennium Partners Funds. As used in this Brochure, the term “Portfolio Manager” refers to a group of one or more (and often many more) investment professionals operating as a single team to manage all or a portion of a particular Fund’s assets, under the supervision of one or more individuals referred to as a senior portfolio manager or portfolio manager. In some instances the day-to-day responsibility for the oversight of a portion of the assets is allocated to a Portfolio Manager’s team, who may also be “portfolio managers.” Although most of the Firm’s Portfolio Managers are actively involved in the day-to-day investment decision-making process with respect to their respective strategies, we may, and do, allocate capital to Portfolio Managers who manage larger teams and whose primary function is to oversee and manage other investment personnel that are responsible for making investment decisions within a particular strategy or strategies. Most Portfolio Managers are employed by Millennium, while certain others are third-party investment management firms whose employees are not employed by Millennium, including in certain cases Relying Advisers. Certain Portfolio Managers employed by Millennium form limited liability companies or other entities in connection with the performance of their services to Millennium. Portfolio Managers operate their respective trading groups and are primarily responsible for their groups’ trading, personnel, and similar decisions, subject to our risk management and, in the case of Portfolio Managers that are Millennium employees or that are Relying Advisers, to Millennium’s supervision and control. Portfolio Managers whose personnel are not employees of Millennium are responsible for the hiring of personnel and certain other aspects of their business, although Millennium generally retains ultimate control over the Millennium accounts managed by such Portfolio Managers. Certain of such Portfolio Managers also manage capital for one or more other clients. Certain Portfolio Managers who were previously employed by

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Millennium or who managed assets of the Funds exclusively have formed their own investment management firms and provide services to Millennium as well as other clients, and others may do so in the future. In some cases, Millennium Partners Funds’ capital is invested in investment funds or similar structures managed by third-party Portfolio Managers. A third-party Portfolio Manager (or another third party) will in certain instances retain control of the vehicle (and certain accounts held in the name of such vehicle) in which Millennium Partners invests. Unlike with respect to the managed accounts typically established by Millennium Partners when retaining third-party Portfolio Managers, when investing in a separate fund or vehicle not controlled by the Firm, funds are sent to, and held in the name of, such fund or vehicle (and not held by and in the name of Millennium Partners). In addition, in such structures, Millennium Partners may have less frequent liquidity, less transparency into trading activity and other similar limitations relative to managed account relationships. Such third-party Portfolio Managers may be subject to their own supervisory and compliance requirements, separate from Millennium’s, and may make judgments in connection therewith. All of the foregoing may adversely impact Millennium Partners. A Fund or Millennium will from time to time also take an equity stake in the third-party Portfolio Manager’s management company or receive other economic rights with respect to the activities of third-party Portfolio Managers. A Fund has in the past entered into, and may in the future enter into, from time to time, joint venture arrangements (including with Portfolio Managers), co-invest with third parties, provide seed capital to managers, enter into arrangements to receive, directly or through Millennium, a portion of the profits or revenue generated by third-party Portfolio Managers, structure compensation arrangements with Portfolio Managers in the form of an incentive allocation or profits interest in a fund vehicle in which Millennium Partners invests, and/or enter into relationships that encompass elements of more than one of these categories, as well as new structures that Millennium determines are appropriate for Millennium Partners. In addition, Millennium Partners (or Millennium on its behalf) has in the past acquired and may in the future acquire all or a portion of the assets (including goodwill) of an external asset manager, in connection with retaining the services of a Portfolio Manager, and it may in the future determine to acquire all or a portion of the equity of a Portfolio Manager. WMA Funds The WMA Funds are ultimately managed by a single Portfolio Manager, WorldQuant (as defined below), and have more specific strategies, investment types, markets or countries in which they invest than the Millennium Partners Funds and/or are subject to target parameters to which the Millennium Partners Funds are not subject. WorldQuant utilizes systematic, model-based strategies for data sourcing and processing, “alpha” research, strategy development and portfolio management. Separate Accounts Each Separate Account is managed by a Relying Adviser and utilizes a strategy for which WorldQuant’s systematic, model-based strategies for data sourcing and processing, “alpha” research, strategy development and portfolio management are utilized. Risk Factors The following are certain risk factors describing risks related to the trading strategies and instruments we may implement for Clients, and the investment techniques we may utilize. This list is not exhaustive and not all of the investment strategies, instruments, and associated risks discussed herein are relevant to all Clients. There can be no assurance that the objectives associated with any strategies described above will be met. At any time, Millennium may add, remove, modify, overweight or underweight any of the strategies or factors it employs. Prospective Fund investors should carefully review the offering documents for a Fund for a more detailed discussion of the Fund’s strategies and related risks and for discussion of the conflicts of interest of the adviser and its related persons in connection with the Fund. In the event of any differences, the disclosure in the applicable offering documents will control. Certain Market and Investment Risks Investment and Trading Risks in General. Inherent in any investment in securities is the risk of losing the invested capital. We believe that a Client’s investment program and the Portfolio Managers’ research techniques moderate this risk through a careful selection of securities and investment opportunities, as well as through the application of our - 11 -

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We manage private funds, and certain Relying Advisers have entered into separately managed account agreements to provide discretionary investment advisory services to certain institutional investors. In the future, we may provide investment advice to other clients, including other funds and separately managed accounts. We require Separate Account Clients to enter into a written investment management agreement. Minimum account sizes will vary and we may waive any account minimum.

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As described in Item 5 of this Brochure, we may charge both asset-based fees based on the value of Client assets under management and/or performance-based fees (i.e., fees based on a share of capital gains on or capital appreciation of assets). Performance-based allocations or fees may, under some circumstances, create an incentive for Portfolio Managers to make investments that are riskier or more speculative than would be the case if the compensation were not performance-based, particularly in any period after losses have been suffered, as losses from prior periods must generally be recovered before any performance-based allocation or fee is payable. These arrangements may also create an incentive for Portfolio Managers to disproportionately allocate time, services or functions to Clients with performance-based allocations or fees, or to allocate particular investment opportunities to such Clients. Further, Portfolio Managers, who are generally compensated based on their performance, may have similar incentives to engage in more speculative activities than would be the case if their compensation were not performance-based, particularly in any period after losses have been suffered. This compensation structure may be seen to create an incentive for a Portfolio Manager to accept significant risks, in excess of levels that a Client might find acceptable, in seeking to obtain profits. Nonetheless, we have found the compensation scheme generally effective over time in providing trading incentives that correspond appropriately to each Client’s goals. Additional conflicts regarding the management of multiple Clients with different fee and expense structures are described in Item 11 of this Brochure.

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Millennium Group Management Trust, a revocable trust (together with any successor or residuary trust or trusts, the “Trust”) established in July 2017, serves as the ultimate controller of Millennium, including as the managing member of Millennium Group Management LLC, which is in turn the managing member of Millennium Management and the general partner of Millennium International Management. Mr. Englander serves as trustee of the Trust along with a number of other trustees (referred to herein collectively as the “Trustee Advisory Board”) as disclosed in Millennium Management’s Form ADV Part 1, as amended from time to time, with Mr. Englander retaining exclusive control of the Trust until his death or during any period of incapacity (as determined in accordance with the Trust). Following Mr. Englander’s death or during any period of incapacity, the remaining members of the Trustee Advisory Board would assume control of the Trust to be exercised by majority vote. Under the terms of the Trust, in such a circumstance, the trustees generally would be authorized to appoint additional and successor trustees meeting certain eligibility criteria specified by the Trust. It is expected that in such a circumstance where Mr. Englander dies or becomes incapacitated and the remaining trustees assume control, the day-to-day affairs of Millennium would continue to be managed by its senior management team, subject to the oversight of the Trustee Advisory Board until such time as a decision about ultimate succession is made by the Trustee Advisory Board (if applicable). Millennium Management (and certain other Millennium affiliated entities) completed a transaction with certain investment funds that have been established by the Petershill XIG business unit of Goldman Sachs Asset Management, L.P. (together with its affiliates, “Goldman Sachs,” and such investment funds, the “GS Funds”), whereby the GS Funds acquired non-controlling, minority (less than 15%) equity interests in these Millennium entities (the “Transaction”). The Transaction closed October 31, 2025. Mr. Englander (together with his affiliates) remains the largest, majority equity owner of Millennium. Millennium Management’s Relying Advisers are listed below, together with any applicable foreign licenses or registrations: 1.

MCM Italy S.r.l., an Italian private limited liability company.

2.

MCP (Switzerland) GmbH, a company incorporated in Switzerland, which is licensed by the Swiss Financial Market Supervisory Authority.

3.

Millennium Capital (DIFC) Limited, a private company incorporated in the Dubai International Financial Centre and regulated by the Dubai Financial Services Authority as a Category 3C Firm.

4.

Millennium Capital Jersey Limited, a Jersey limited company, which is registered with the Jersey Financial Services Commission.

5.

Millennium Capital Management (Australia) Pty Ltd, an Australian proprietary company limited by shares, which is licensed by the Australian Securities and Investments Commission.

6.

Millennium Capital Management (Hong Kong) Limited, a Hong Kong limited company, which is licensed by the Hong Kong Securities and Futures Commission.

7.

Millennium Capital Management (Mauritius) Ltd., a Mauritius private company limited by shares, which is licensed by the Republic of Mauritius Financial Services Commission.

8.

Millennium Capital Management (Monaco) S.A.M., a Monaco limited liability Company, regulated by La Commission de Contrôle des Activités Financières.

9.

Millennium Capital Management (Singapore) Pte. Ltd., a Singapore private company limited by shares, which is licensed by the Monetary Authority of Singapore.

10.

Millennium Capital Management Asia Limited, including its Tokyo Branch, a Hong Kong limited company, whose Tokyo Branch is licensed by the Japanese Financial Services Authority.

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11.

Millennium Capital Management EMEA Israel Ltd, an Israeli private company limited by shares.

12.

Millennium Capital Management France SAS, a French société par actions simplifiée, which is authorized as an alternative investment fund manager by the Autorité des Marchés Financiers.

13.

Millennium Capital Partners LLP, a UK limited liability partnership, which is authorized and regulated by the UK Financial Conduct Authority as an investment firm, and has a South Africa branch.

14.

Millennium Global Estate GP LLC (“Millennium Global Estate GP”), a Delaware limited liability company. Millennium Global Estate GP has appointed an investment committee (the “Investment Committee”), which has responsibility for considering and evaluating, on behalf of Millennium Global Estate GP, the suitability of the allocation of capital made by Millennium Global Estate LP (“Millennium Global Estate”) to various investment strategies in accordance with the terms of Millennium Global Estate’s governing documents without the direct involvement of any known holders of insurance policies that have allocated premiums to Millennium Global Estate (the “Millennium Policyholders”) on behalf of Millennium Global Estate GP. The Investment Committee consists of members affiliated with Millennium Global Estate GP or its affiliates and, by the terms of its charter, at least one member who is not employed by, is not controlled by, is not under common control with, and does not control any Millennium Policyholder or its affiliates (an “unaffiliated member”).

15.

Millennium International Management LP (“Millennium International Management”), a Delaware limited partnership.

16.

MPG Capital Canada ULC, a British Columbia unlimited liability company.

17.

MPG PR Management LLC, a Puerto Rico limited liability company.

18.

Blue Arrow Capital Management LLC, a Delaware limited liability company.

19.

Cannon Asset Management LLC, a Delaware limited liability company.

20.

Catapult Capital Management LLC, a Delaware limited liability company.

21.

Decade Capital Management LLC, a Delaware limited liability company.

22.

Green Arrow Capital Management LLC, a Delaware limited liability company.

23.

WMA AE Institutional ex-HK GP I LLC, a Delaware limited liability company.

24.

WMA AE Institutional GP I LLC, a Delaware limited liability company.

25.

WMA ex-US ex-HK Active Extension GP LLC, a Delaware limited liability company.

26.

WMA Global Equity Active Extension GP LLC (formerly, WMQS Global Equity Active Extension GP LLC), a Delaware limited liability company.

27.

WMA Global Large Cap Enhanced Equity GP LLC, a Delaware limited liability company.

28.

WMA Global Management LLC (formerly, WMQS Global Management LLC), a Delaware limited liability company.

29.

WMA Systematic Alpha Broad US Equity Return GP LLC, a Delaware limited liability company.

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30.

WMA Systematic Equity Alpha Long/Short GP LLC, a Delaware limited liability company.

31.

WMA US Active Extension GP LLC, a Delaware limited liability company.

32.

WMA US Large Cap Enhanced Equity GP LLC, a Delaware limited liability company.

33.

WorldQuant (Singapore) Pte. Ltd., a Singapore private company limited by shares, which is licensed by the Monetary Authority of Singapore.

34.

WorldQuant Hungary, LLC, Hungary Branch, a Hungarian branch of WorldQuant Hungary, LLC, which is a Delaware limited liability company.

35.

WorldQuant Millennium Advisors LLC (formerly, WorldQuant Millennium Quantitative Strategies LLC), a Delaware limited liability company.

36.

WorldQuant Millennium Institutional Advisors JP LLC, a Delaware limited liability company.

37.

WorldQuant Millennium Institutional Advisors LLC (formerly, WMA US Equity 130/30 GP LLC), a Delaware limited liability company.

38.

WorldQuant Millennium Institutional Advisors US LLC, a Delaware limited liability company.

39.

WorldQuant, LLC (“WorldQuant”), a Delaware limited liability company.

40.

Alphaton Technologies LLC (“Alphaton”), a Delaware limited liability company, which provides discretionary investment advice solely to Millennium Partners. Alphaton is subject to Millennium Management’s supervision and control, which is established by contractually obligating Alphaton to comply with Millennium’s policies and procedures, including Millennium’s Code (as defined below).

41.

Azur IM LP (“Azur”), a Delaware limited partnership, which provides investment advice solely to Millennium Partners and has no other clients. Azur is subject to Millennium Management’s supervision and control, which is established by contractually obligating Azur to comply with Millennium’s policies and procedures, including Millennium’s Code.

42.

Echion Capital LP (“Echion”), a Delaware limited partnership, which provides investment advice solely to Millennium Partners and has no other clients. Echion is subject to Millennium Management’s supervision and control, which is established by contractually obligating Echion to comply with Millennium’s policies and procedures, including Millennium’s Code.

43.

Ensphere Research, LLC (“Ensphere”), a Delaware limited liability company, which provides investment advice solely to Millennium Partners and has no other clients. Ensphere is subject to Millennium Management’s supervision and control, which is established by contractually obligating Ensphere to comply with Millennium’s policies and procedures, including Millennium’s Code.

44.

Gray Birch Asset Management LP (“Gray Birch”), a Delaware limited partnership, which provides investment advice solely to Millennium Partners and has no other clients. Gray Birch is subject to Millennium Management’s supervision and control, which is established by contractually obligating Gray Birch to comply with Millennium’s policies and procedures, including Millennium’s Code.

45.

Tamridge Capital, LLC (“Tamridge”), a California limited liability company, which provides investment advice solely to Millennium Partners and has no other clients. Tamridge is subject to Millennium Management’s supervision and control, which is established by contractually obligating Tamridge to comply with Millennium’s policies and procedures, including Millennium’s Code.

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46.

Teragon Capital LP (“Teragon”), a Delaware limited partnership, which provides investment advice solely to Millennium Partners and has no other clients. Teragon is subject to Millennium Management’s supervision and control, which is established by contractually obligating Teragon to comply with Millennium’s policies and procedures, including Millennium’s Code.

Millennium Management, Millennium International Management and Millennium Global Estate GP are registered as commodity pool operators and commodity trading advisors, and Millennium Capital Management (Singapore) Pte. Ltd., WorldQuant Millennium Advisors LLC and WMA Global Management LLC are registered with the CFTC as commodity pool operators, and certain of their respective management persons are registered with the CFTC as associated persons. MFI Funding LLC, an indirect wholly-owned subsidiary of Millennium Partners, L.P., is registered with the CFTC as a futures commission merchant. MPG Operations LLC, a wholly-owned subsidiary of Millennium International Management, is a payroll entity that employs most of Millennium’s U.S.-based personnel. Mr. Englander and the other principals of our Firm and our affiliates devote to Clients as much of their time as, in their respective judgments, is necessary or appropriate in connection with such Clients’ activities. Our Firm, principals and affiliates, from time to time have in the past and may in the future, however, conduct other businesses. The conflicts related to such businesses are described in Item 11 of this Brochure.

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We have adopted a Code of Ethics (the “Code”) setting forth a standard of business conduct expected of all of our employees (including compliance with federal securities laws). Among other things, the Code (through its reference to other policies incorporating them) sets forth policies and procedures designed to prevent insider trading and market manipulation. The Code also contains policies and procedures addressing personal trading. Employees are required to certify their compliance with the Code quarterly. We will provide a copy of our Code to Clients and prospective Clients upon request. Changes of Control and Certain Related-Party Transactions. With respect to the Funds, we, on behalf of the investors, are authorized to select one or more persons not affiliated with us, including a Fund’s unaffiliated directors, to serve on a committee as may be established from time to time in the future, the purpose of which is to consider and, on behalf of each Fund and its investors, approve or disapprove, to the extent required by applicable law or deemed advisable by us, principal transactions, other related-party transactions and other transactions and matters involving potential conflicts of interest, including without limitation changes in control of us and our affiliates. Such committee may approve of such matters prior to or contemporaneous with, or ratify such transactions subsequent to, the consummation of such matters. The person(s) so selected may be exculpated and indemnified by the Funds (or their associated master funds) in the same manner and to the same extent as we are. Personal Trading. As our related persons have invested, and may in the future invest, in the same securities (including options, warrants, futures, etc.) as a Client invests in based on our and our related persons’ investment advice, potential conflicts of interest may arise. We have adopted policies and procedures relating to personal trading by all personnel— including personnel of our affiliates—which are administered by our Compliance Department. Among other things, our policies and procedures include a pre-approval requirement for personal transactions (with certain limited exceptions, including broad-based indices and mutual funds) of all personnel. These requirements may be and in certain cases, after consideration, have been waived by us. Portfolio Managers generally are not permitted to hold positions that are identical or similar to the positions held in the portfolios they manage for a Fund. Such a situation could provide an incentive for a Portfolio Manager to trade in a way that would be advantageous to him or her personally but that would not be expected to have a positive effect on (and could even be adverse to) a Client. Consideration of such matters is a factor in our decision as to whether permission will be granted for any particular transaction. In addition, members of our management are permitted to (with prior approval of Compliance or the CLEO Committee (as described below), as appropriate) trade for their own accounts. From time to time, these activities may come into conflict with our business; if such a conflict were to arise, such personnel would generally be required to subordinate the interests of any other parties (or their own interests) to a Client, and in any event would be required to disclose the conflicts. We will endeavor to resolve any such conflicts in a manner that is fair and reasonable. Additionally, the Firm or its principal or other members of management may (with prior approval of Compliance or the CLEO Committee, as appropriate) from time to time pursue business opportunities other than the management of the Clients taking an interest in such fund’s management company and/or having a role in the management of such fund. In certain situations, the opportunity may have been first presented or considered by the Firm for a Client or made available to the principal or other members of the Firm’s management directly or indirectly because of the reputation, activities or relationships of a Client or its affiliates. From time to time, these activities may come into conflict with the Firm’s business. Clients and Fund investors will have no right to participate in any such opportunities. We will address, under the supervision of the CLEO Committee or any successor body thereto, any conflicts of interest that arise from such a situation in a manner we believe to be fair and equitable under the circumstances. Managing Multiple Client Accounts and Other Activities. We manage multiple Clients and may in the future create, sponsor or provide investment management, administrative or other services to funds, accounts, clients or other investment structures that are separate from and unrelated to our existing Clients and engage in other activities unrelated to our existing Clients. Numerous potential conflicts exist for us in providing services to multiple Clients. The nature and extent of such conflicts depend in part on the specific activities undertaken by us and the relative fee and expense structure of our Clients. Such conflicts include the need to allocate shared expenses and investment opportunities and other resources, and the diversion of time and attention of management, as well as competition for investment and management talent. We will attempt to mitigate such conflicts, under the ultimate supervision of the CLEO Committee or any successor body thereto, by making allocations and other judgments on a basis that we believe - 45 -

to be fair and reasonable under the circumstances, although it may not be possible fully or even partially to mitigate each such conflict, and such conflicts will not necessarily be resolved in the favor of any particular Client or the investors in any Fund. Allocation of Investment Strategies and Investments to and Among the Clients; Conflicting Investment Opportunities. We manage certain Client portfolios with similar investment programs, and may in the future manage Client portfolios that have investment programs similar to our existing Clients or that invest similarly to another Client’s portfolio or certain of its strategies. We do not currently, but may in the future, combine purchase or sale orders for securities of multiple Clients. A conflict arises when allocating transaction prices and expenses where multiple entities purchase or sell the same or substantially similar investment positions. We and our personnel may have incentives to favor one Client over another, including as a result of the manner in which we and our personnel are compensated by or in connection with the management of such Client, or based on the relative sizes of the investments in such Client by us or our personnel. We may determine, in accordance with our investment allocation policies adopted by us, as updated from time to time, which would likely be without notice to Clients or Fund investors (the “Investment Allocation Policy and Procedures”), that a particular investment strategy, investment opportunity, or investment with a particular Portfolio Manager, is appropriate for one or more Clients, but not for all Clients, or that is appropriate to be allocated in greater proportion to one or more Clients, in which case that investment may not be allocated to, or may be allocated in different proportions relative to the capital of, a Client (or Clients). Similarly, we may elect to allocate a particular investment or opportunity to one or more Funds in the same master-feeder structure, but not to others (or to allocate a particular investment or opportunity on a non pro rata basis). In some instances, investment strategies or investment opportunities that might have been available to and suitable for a Client may instead be utilized for or placed with another Client or may be utilized or made by us, or vice versa, and there is (i) no requirement that any Client receive any preference or priority with respect to investment strategies or investment opportunities and (ii) no limitation on a Client receiving such preference or priority in accordance with the Investment Allocation Policies and Procedures. WorldQuant, a Relying Adviser, serves as a Portfolio Manager (or in a similar capacity) for multiple Clients that we manage, specifically as one of the Portfolio Managers of the Millennium Partners Funds and as the sole Portfolio Manager for the WMA Funds, and as a Portfolio Manager to Separate Accounts, which are managed by a joint venture between WorldQuant and Millennium (“WMA”). Investment strategies developed by WorldQuant are allocated among Clients based on their respective investment programs in accordance with the Investment Allocation Policy and Procedures. Specifically, we have established allocation criteria for WorldQuant strategies that reflect a determination of those strategies which in the aggregate are, or are not, appropriate for the Millennium Partners Funds based on, among other factors, our assessment of the characteristics of the strategies and the current risk and return profile applicable to the Millennium Partners Funds and such other considerations as we deem relevant. Other considerations for allocating WorldQuant strategies may include their simulated market impact (or lack thereof) on the Millennium Partners Funds. The allocation approach set forth in the Investment Allocation Policy and Procedures may result in WorldQuant strategies being preferentially allocated to the Millennium Partners Funds or other Client accounts over the WMA Funds and/or the Separate Accounts. Further, the strategies utilized for the benefit of a Client could have a market impact that negatively correlates with another Client’s returns and, if utilized for a Client, could potentially have improved (or detracted from) the overall returns of the Client. For example, the Millennium Partners Funds do not have turnover parameters and do have higher turnover rates than those currently expected for the WMA Funds and the Separate Accounts, which may have a negative impact on the returns of the WMA Funds and/or the Separate Accounts. The above allocation criteria may be changed from time to time in our sole discretion if we determine that such changes are appropriate in light of changes in circumstances or otherwise in accordance with the Investment Allocation Policy and Procedures. For example, to the extent we change the investment program of a Client, and in particular its risk and return profile for strategies developed by WorldQuant, these allocation criteria may be revised without prior notice to investors. Additionally, the approach to allocating strategies described above may change materially over time. Without limiting the generality of the foregoing, certain strategies may be utilized for Clients in proportions to be determined in accordance with the Investment Allocation Policy and Procedures. The determination at a given time not to allocate certain strategies to a Client is not an indication that strategies having similar attributes are not currently, or will not in the future be, utilized on behalf of such Client. As discussed herein, strategy allocations will be made based in large part on simulated results. Simulated performance of a strategy does not guarantee similar performance in production, which may be, and often is, materially different. 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In selecting brokers, dealers and other counterparties to effect portfolio transactions for Clients and provide financing for such Client’s portfolio, we and our Portfolio Managers consider such factors as they deem appropriate under the circumstances, which may, and do, include one or more of the following: the ability to obtain timely execution and deliver timely execution reports; the responsiveness to the Firm’s orders; the reliability, reputation, integrity, and financial condition of the broker-dealer; the size and volume of the broker’s order flow; the ability to handle difficult trades, including block trades; the ability to find liquidity in the market while also minimizing market impact; research and other services provided to the Firm that are expected to enhance the Firm’s general portfolio management capabilities; other relationships between the Firm or a Client and the broker; the accommodation of special needs, including the broker’s willingness to enter into commission sharing arrangements/give-up agreements; and commission rates, fees or market maker’s commission equivalent (i.e., mark-downs and mark-ups). We do not have an obligation to obtain the lowest available commission cost. Accordingly, if we determine in good faith that the commissions charged by a broker or the prices charged by a dealer are reasonable in relation to the value of the brokerage and research products or services provided by such broker or dealer, a Client may pay commissions to such broker or prices to such dealer in an amount greater than another might charge. Subject to our duty to seek to obtain best execution, we have complete discretion in deciding what brokers, dealers and other counterparties Clients will use and in negotiating the rates of compensation Clients will pay to such brokers, dealers and other counterparties. In many instances that discretion is delegated to Portfolio Managers who make specific trading decisions, subject to oversight by Millennium. The Firm maintains policies and procedures to review the quality of executions, including periodic review by relevant personnel. From time to time, brokers (including prime brokers) and/or affiliates thereof engage in activities, including making investor introductions or acting as an investment adviser to prospective investors, or in a similar capacity, which result in capital being invested in the Feeder Funds or other products advised by the Firm. Without limiting the generality of the foregoing, brokers provide capital introduction and marketing assistance services, and our representatives from time to time speak at conferences and programs sponsored by the brokers, for investors interested in investing in private investment funds. Through such events, prospective investors in a Fund encounter our representatives. Certain of a Fund’s prime brokers (or their affiliates) also advise private funds or clients that make investments in a Fund or may facilitate such investments in other ways. Neither our Firm nor the Funds directly compensate any prime broker for engaging in such activities. However, the types of activities described above may influence us to some extent in selecting prime brokers and determining the extent to which a prime broker will be used. The Millennium Partners Funds utilize soft dollar arrangements, while currently other Funds and Separate Accounts do not. The disclosure below relates to the Millennium Partners Funds. With respect to soft dollar arrangements, the conflicts that typically give rise to concerns underlying the use of soft dollars do not generally exist for us, because the Millennium Partners Funds (and not our Firm) bears all of the expenses related to its own operation. Therefore, our use of soft dollars does not result in any expense shifting between our Firm, on the one hand, and the Millennium Partners Funds, on the other hand. However, Millennium Partners’ financial statements will be affected by soft dollar arrangements, as noted below. Soft dollar arrangements provide an incentive to select or recommend a broker-dealer based on an interest in receiving research or other products or services, rather than on receiving most favorable execution. Soft dollar arrangements may cause the Millennium Partners Funds to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up). We use soft dollar benefits to service the Millennium Partners Funds. Portfolio Managers may also benefit from the use of soft dollars. We are not required to allocate soft dollar benefits among our Clients proportionately to the soft dollar credits the accounts of the Clients generate. Therefore, it is theoretically possible that a Client will benefit disproportionately from soft dollars relative to its contribution to the expenditure that generated them. If we advise additional Clients in the future, our Clients may experience this to an even greater degree. We have determined that the use of soft dollars will be limited to research and brokerage products and services that we believe meet the requirements of Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”), and the SEC interpretations thereof, in jurisdictions and transactions where Section 28(e) applies. This includes research and brokerage products and services paid for with soft dollars generated by the trading activity directed - 54 -

by our affiliated management companies. Although potentially outside the scope of Section 28(e), we have also adopted a policy to the effect that the requirements of Section 28(e) should generally be satisfied by our affiliated non-U.S. management companies in addition to any local requirements applicable to a particular management company with respect to the use of soft dollars. We generate soft dollars with commissions on securities transactions, and, in accordance with SEC interpretations, with markups, markdowns, commission equivalents or other fees paid to a dealer for executing a transaction. In addition, to the extent consistent with applicable regulatory requirements, soft dollars may be generated through futures transactions, certain principal transactions, non-U.S. transactions, or other transactions. Research products or services provided to the Millennium Partners Funds include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, and relevant market data, as well as other products and services that provide assistance to us in the performance of their investment and trading decision-making responsibilities. Brokerage products or services provided to us may include message services used to transmit orders to brokers for execution, trading software used to route orders to market centers, software used to transmit orders to direct market access systems and short-term custody. Where a product or service obtained with soft dollars provides both research or brokerage and non-research or non-brokerage assistance (i.e., a “mixed use” item), we will make a reasonable allocation of the cost which is to be paid for with commission dollars. Consistent with Section 28(e), research products or services obtained with soft dollars generated by Millennium Partners may be used by Millennium to service one or more other Clients, including Clients that may not have paid for the soft dollar benefits. Millennium will seek to allocate the cost of the research products or services, including such items paid for using soft dollars, among the Millennium Partners Funds and other Clients in accordance with its Expense Allocation Policy and Procedures. A consequence of the use of soft dollar arrangements is that, under GAAP, items that would otherwise be characterized as expenses in the consolidated financial statements of Millennium Partners will instead be subsumed within commissions. As a result, line-item expenses will appear smaller than they would have had soft dollars not been utilized. It is possible that some expenses paid through the utilization of soft dollar arrangements might be greater than if the Millennium Partners Funds or the Firm had purchased the research or brokerage services in question directly or had produced them internally. In Europe, separate research charges may be assessed alongside Millennium Partners transactions and collected by Millennium Partners’ trading counterparties for the purpose of funding a research payment account controlled by Millennium. Such research charges are separate and independent of any commissions. The Firm’s Brokerage Committee oversees the Firm’s use of commissions and soft dollar arrangements, and its brokerdealer and counterparty relationships. The Brokerage Committee is responsible for: (1) reviewing the reasonableness of commissions and soft dollar usage throughout the Firm, (2) assessing the quality of services obtained from brokerdealer relationships generally, (3) implementing appropriate processes, reviews and procedures and (4) making appropriate recommendations to management concerning brokerage relationships and issues. We do not currently but may in the future elect to combine purchase or sale orders for securities on behalf of multiple Clients and allocate the securities or other assets so purchased or sold on an average price basis among the accounts or using another methodology that we consider equitable. We do not routinely recommend, request or require that Clients direct us to execute transactions through a specified broker, dealer or other counterparty. However, in accordance with the terms of the respective investment management agreement, a Separate Account Client may require that some or all of the applicable Separate Account’s transactions be executed with certain permitted brokers, dealers or other counterparties.

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We generally do not receive an economic benefit from anyone other than our Clients for providing investment advice or other advisory services, although see Item 11 of this Brochure regarding outside activities of the Firm and certain of its affiliates. We may and currently do compensate certain persons who are not our supervised persons for referrals of investors to invest in certain Funds. We have entered into, and may in the future enter into additional, agreements with registered broker-dealers or other appropriately licensed or registered (to the extent legally required) persons providing for payment of a portion of the subscription amount or ongoing payments based on a percentage of the compensation we earn from certain Funds that are attributable to the interests of an investor in such Funds introduced by the persons. Any such fees are paid by the Firm (and not a Fund).

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On October 31, 2017, Millennium Management LLC (the “Millennium Respondent”) consented, without admitting or denying the findings therein, to the entry of an order issued by the SEC finding that on four occasions in 2012 it violated Rule 105 of Regulation M of the U.S. Securities Exchange Act of 1934 (“Rule 105”). (See SEC Release No. 34-81989.) In settlement of this matter, the Millennium Respondent agreed to pay a civil money penalty of $300,000, as well as disgorgement and prejudgment interest of $338,709.11, and to cease and desist from committing or causing any violations and any future violations of Rule 105. Additionally, as disclosed in detail on the Firm’s Form ADV Part 1, in four instances the Firm submitted notifications to the Swedish Financial Supervisory Authority (the “SFSA”) and in one instance the Firm submitted notification to the Financial Supervisory Authority of Norway (“Finanstilsynet”) later than the next-day filing deadline. In each instance, the delay in filing was due to inadvertent human error. The SFSA issued special fees in the Swedish matters totaling approximately $62,000 and Finanstilsynet imposed a violation penalty in the Norwegian matter of approximately $4,600. The Swedish fines became effective and were paid by the Firm in November 2019 and the Norwegian fine was imposed and paid by the Firm in January 2022. Further, as disclosed on the Firm’s Form ADV Part 1, the CME alleged that the Firm violated NYMEX Rules 432.Q. and 432.W. (act detrimental to exchange/supervision) with respect to sending two separate futures orders to a thirdparty FCM’s trading execution algorithm (which then placed multiple orders for the Firm on the futures exchange), which, in one case, resulted in a trading halt. Without admitting or denying the violations or factual findings, the Firm settled the matter in December 2022 and agreed to pay a fine of $90,000.

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Funds The investment portfolios of the Funds are primarily managed by the Portfolio Managers. Generally, the Portfolio Managers are responsible for frequently reviewing the portion of the portfolio managed by them for consistency with the Firm’s policies. The Portfolio Managers are responsible to the head of the department for the strategy in which the Portfolio Managers trade, either directly or indirectly. In addition, various members of our management review the Funds’ portfolios and accounts on a regular basis. Reports that we generate for our internal use and for the benefit of the Funds typically contain portfolio breakdowns and performance. The reports are provided no less frequently than monthly. Separate Accounts The frequency of the review of Separate Accounts, the nature of the review, and the factors which may trigger reviews can vary widely depending on the Client’s investment objectives and circumstances and the complexity, portfolio structure and size of an account. The type and frequency of reporting in respect of a Separate Account will vary based on the terms set forth in the Client’s investment management agreement.

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We serve as general partner to the Funds for which we provide investment advisory services. Accordingly, we are deemed to have custody of Client funds and securities for such Funds. However, we do not send quarterly (or more frequent) statements to the Funds. We generally do not maintain custody of Client funds or securities for Separate Accounts because we do not have possession or authority to obtain possession of such funds or securities. Client funds and securities for Separate Accounts are held on the Client’s behalf with third‐party custodians. Clients should review any statements received from us or a custodian carefully, and to the extent they receive statements from both us and a custodian, they are urged to compare such statements carefully.

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We have discretionary authority to manage securities accounts on behalf of our Clients. This authority is established through a limited partnership agreement, an investment management agreement, or other contract. With respect to the Funds, there are no substantive limits on our discretionary authority. We may agree with a Separate Account Client in writing to impose certain investment guidelines or restrictions, which may limit the types of securities or other instruments in which we are authorized to trade on behalf of its account.

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We have authority to vote Client securities with respect to the Funds. We generally do not vote proxies on behalf of Separate Account Clients, and we generally do not provide proxy or corporate action recommendations to Clients who have not granted us voting authority over their securities. It is generally the responsibility of the Separate Account Clients to instruct the relevant custodian to mail proxy materials directly to such Client. We may agree otherwise with a Separate Account Client in their separately managed account agreement. Where we have authority to vote proxies, as a general matter, we do not authorize individual Portfolio Managers to make proxy voting decisions without permission. In situations where a Portfolio Manager believes it is useful to vote a proxy, we will vote securities on behalf of a Fund upon the request of a Portfolio Manager who has discretion over the relevant securities, provided that the CLEO Committee (or its designee), or any successor body thereto, determines that the requested vote is in such Fund’s best interests and approves the requested vote. Any conflicts, including where two or more Portfolio Managers seek permission to vote a proxy but have differing views concerning how the proxy should be voted, are considered and resolved, as appropriate, by the CLEO Committee or any successor body thereto. Clients may obtain information from us about how we voted their securities by contacting us at (212) 8414100. Clients may obtain a copy of our proxy voting policies and procedures upon request.

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We are not aware of any financial condition that is reasonably likely to impair our ability to meet contractual commitments to the Funds, and have not been the subject of a bankruptcy petition at any time during the past 10 years.

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