Universa Investments

Universa is a Delaware limited partnership that has been in business since 2007. It serves as the investment adviser to investment limited partnerships (for which Universa affiliates serve as general partners) and other clients. Universa's President, Chief Investment Officer and principal beneficial owner is Mark W. Spitznagel. Universa's general partner is Universa LLC, a Delaware limited liability company of which Mr. Spitznagel is the sole manager and principal owner. As of December 31, 2025, Universa had total discretionary assets under management of approximately $21,349,131,206 (calculated using the Protection Size of certain clients and net asset value of others, as detailed below). For purposes of the foregoing calculation, Universa computes its assets under management using the Protection Size amount for each of its BSPP clients and the net asset value of its Safe Haven and BSPE clients. The “Protection Size” is the amount of equity market risk that a client seeks to protect. For the BSPP strategies (as defined in Item 8), Universa charges its management fees based on the Protection Size or Notional amounts of protection of the accounts using those strategies; for the Safe Haven and BSPE strategies (as defined in Item 8) Universa charges its management fee based on the investor’s capital account balance. Universa only manages assets on a discretionary basis. Universa provides investment advice and management to private investment funds and separatelymanaged accounts. References to “investors” herein generally mean investors in those investment funds as well as clients that have established separately-managed accounts. Items 5, 6 and 7 include information about Universa’s compensation and liquidity terms of the funds and accounts that Universa manages or intends to manage. Item 8 includes a brief summary of the investment objectives and strategies of each investment strategy. The investment objectives of each strategy and other information material to an investment decision regarding each such fund is disclosed in full in each fund’s confidential offering circular or private offering memorandum, and the information contained herein is qualified by such offering materials. Universa may choose to manage additional funds or cease managing these funds or strategies in the future. The investors in the funds that Universa manages have no opportunity to select or evaluate any fund investments or strategies. Universa selects all fund investments and strategies. Universa typically does not tailor its services to the individual needs of individually managed accounts, but manages each such account according to the strategy selected by the client. Universa’s discretionary authority is limited, however, as described in Item 16.

Universa is an SEC-registered investment adviser and each of its clients and U.S. fund investors are qualified clients as defined in Rule 205-3(d)(1) of the Investment Advisers Act of 1940. Universa is compensated for its advisory services and its fee schedule are as follows. “BSPP” Strategies Universa typically charges each investor a 0.50% annualized management fee based on the Protection Size at the beginning of each month or a 1.5% annualized management fee based on that investor’s Notional amount at the beginning of each month. Universa typically receives a 20%

performance-based incentive allocation/fee on profits from each account (subject to a high-water mark), which generally is calculated and allocated/paid at the end of each fiscal year. The incentive allocation/fee also is calculated and allocated/paid during a year if an investor reduces its Protection Size or Notional before the end of that fiscal year. The fiscal year end of each U.S.based fund is December 31 and the fiscal year end of each offshore fund generally is December 31 (although it may be changed for any particular fund). An investor typically may reduce its Notional or Protection Size at the first calendar month end that occurs at least 90 days after Universa receives its request. An investor that is permitted to reduce its Protection Size or Notional amount on a different date will continue to pay a management fee on the full Protection Size or Notional amount until the permitted withdrawal/redemption date. An investor may withdraw/redeem “excess margin” at any time. “BSPE” Strategy Universa charges each investor a 1.5% annualized management fee based on the investor’s capital account balance at the beginning of each month. Universa receives a 20% performance-based incentive allocation/fee on profits from each fund/account (subject to a high-water mark), which is generally calculated and allocated/paid at the end of each fiscal year. The incentive allocation/fee also is calculated during a year if an investor reduces its investment before the end of that fiscal year. The fiscal year end of each U.S.-based fund is December 31 and the fiscal year end of each offshore fund generally is December 31 (although it may be changed for any particular fund). An investor typically may reduce its investment at the first calendar month end that occurs at least 90 days after Universa receives its request. An investor that is permitted to reduce its investment on a different date will continue to pay a management fee on the full investment until the permitted withdrawal/redemption date. “Safe Haven” Strategy Universa charges each investor a 0.75% annualized management fee based on the investor’s capital account balance at the beginning of each month. Universa receives a 20% performance-based incentive allocation/fee on profits from each fund/account that exceed the sum of (a) a specified “hurdle return” and (b) any prior underperformance (as defined in the applicable fund/account governing documents). The incentive allocation/fee generally is calculated and allocated/paid at the end of each fiscal year. The incentive allocation/fee also is calculated during a year if an investor reduces its investment before the end of that fiscal year. The fiscal year end of each U.S.based fund is December 31 and the fiscal year end of each offshore fund generally is December 31 (although it may be changed for any particular fund). An investor typically may withdraw/redeem at the end of any calendar month on at least 90 days prior written notice. Payment of Fees on Termination of an Account or a Fund Investor’s Withdrawal or Redemption Relationships with Universa’s investment partnership clients are terminable on expiration of the partnership’s term, dissolution of the partnership or on withdrawal of the partnership’s general partner.

Fund investors typically may withdraw or redeem from a fund, on specified prior written notice, on the last day of any calendar month. Except as may be otherwise negotiated in particular cases, a client may terminate an individually managed account by giving 90 days’ written notice. In all cases, expenses, the pro rata portion of the management fee and the performance-based incentive allocation or fee through the date of termination are charged to the respective account. General Information for all Investors and Clients Universa typically deducts management fees and performance-based incentive allocations and fees directly from client accounts. Universa (directly, or through one of its affiliates or a fund’s administrator or prime broker) may provide certain investors and clients more frequent or more detailed reports of a particular fund’s or account’s portfolio holdings or performance, special fee and allocation arrangements, and special withdrawal and redemption rights that it does not provide to other investors or clients. Universa may waive all or any portion of the management fees or performance-based fees or allocations with respect to any investor or client. Universa intends to do so for certain employees and independent contractors of Universa or its affiliates and certain persons with whom Universa or its affiliates have close personal or business relationships and their families. Universa complies with Rule 205-3 under the Investment Advisers Act of 1940, as amended, to the extent required by applicable law. Universa believes that its fees are competitive with fees charged by other investment advisers for comparable services. Comparable services may be available, however, from other sources for lower fees than those charged by Universa. Each account is responsible for its own costs and expenses, including trading costs and expenses (such as brokerage commissions, expenses related to short sales, and clearing and settlement charges), ongoing legal, accounting and bookkeeping fees and expenses, and the fees and expenses charged by any fund administrator for its accounting, bookkeeping and other services, as specified in the applicable fund’s/account’s governing documents Universa bears its own operating, general, administrative and overhead costs and expenses, other than the expenses described above. Payment for certain of these expenses may be deducted, however, directly by the prime brokerage firms that custody clients’ accounts, as discussed in Item 12 below.

Investment Strategies “BSPP” Strategy Universa is the investment adviser to a series of separate Delaware limited partnerships, a series of separate Cayman Islands entities or separately managed accounts that follow the Black Swan Protection Protocol (“BSPP”) strategy. Each investor in a BSPP strategy specifies a “Protection Size” or “Notional amount” (depending on the fund or account) that it desires to be protected from market shocks and generalized market crashes. There is no assurance that any BSPP strategybased fund will achieve the desired returns. The BSPP strategy has significant flexibility to invest in and trade securities. Such securities may include, but are not limited to, equity and equity-related securities, futures, options on futures, other commodity interests, preferred stocks, convertible securities, warrants, rights, options (including covered and uncovered puts and calls and over-the-counter options), swaps and other derivative instruments, bonds and other fixed income securities, non-U.S. securities, non-U.S. currencies, private securities, cash, money market instruments and other cash equivalents. Each fund or account also engages in short selling, margin trading, hedging and other investment strategies. While Universa has significant flexibility to invest a BSPP account’s assets, Universa typically focuses on liquid asset classes that can be sensitive to market shocks and generalized market crashes, including securities in which Universa believes it has a transactional advantage, such as futures and options on indices and on single stocks, interest rate products, currencies and derivatives on credit instruments.

“BSPP-Fixed Income” Strategy Universa is the investment adviser to a series of Cayman Islands entities or separately managed accounts that follow the BSPP-Fixed Income strategy. Each investor in a BSPP-Fixed Income fund/account specifies a “Protection Size” or “Notional amount” for which it desires to attempt to maximize returns when short-term U.S. interest rates move up substantially during the course of a year, while minimizing costs in other periods. There is no assurance that any BSPP-Fixed Income will achieve the desired returns. The BSPP-Fixed Income has significant flexibility to invest in and trade securities, and invests in exchange-traded securities, consisting principally, but not exclusively, of options (including covered and uncovered puts and calls) and futures on U.S. Treasury notes and bonds, and U.S. Treasury bills, notes, and bonds. The strategy may also invest in equity and equity-related securities, futures, other commodity interests, preferred stocks, convertible Securities, warrants rights, swaps, and other derivative instruments, non-U.S. securities, and non-U.S. currencies, private securities, cash, money market instruments, and other cash equivalents. While Universa has significant flexibility to invest a BSPP-Fixed Income account’s assets, Universa typically focuses on liquid asset classes that can be sensitive to sharp decreases in the value of U.S. Treasury notes and bonds due to increases in interest rates, including securities in which Universa believes it has a transactional advantage, such as futures and options on indices and on single stocks, interest rate products, currencies and derivatives on credit instruments. “BSPP-Gold” Strategy Universa is the investment adviser to Delaware limited partnerships, Cayman Islands entities or separately managed accounts that follow the BSPP-Gold strategy. Each investor in a BSPP-Gold fund/account specifies a “Protection Size” for which it desires to attempt to maximize returns if the price of gold decreases by 20% or more during a calendar month, while minimizing costs in other periods. There is no assurance that the BSPP-Gold strategy will achieve the desired returns. Universa has significant flexibility to invest in and trade securities pursuant to the BSPP Gold strategy. The BSPP-Gold strategy will primarily invest in, but is not limited to, exchange traded securities and instruments, which may include options and futures on gold and miners. The strategy may also invest in equity and equity-related securities, futures, other commodity interests, preferred stocks, convertible Securities, warrants, rights, swaps, and other derivative instruments, non-U.S. securities, and non-U.S. currencies, private securities, cash, money market instruments, and other cash equivalents. While Universa has significant flexibility to invest a BSPP-Gold account’s assets, Universa typically focuses on liquid asset classes that can be sensitive to sharp decreases in the value of gold including securities in which Universa believes it has a transactional advantage, such as futures and options on indices and on single stocks, interest rate products, currencies and derivatives on credit instruments and commodities.

“BSPE” Strategy Universa is the investment adviser to Delaware limited partnerships, Cayman Islands entities, or separately managed accounts that follow the Black Swan Protected Equity (“BSPE”) strategy. The BSPE strategy invests in exchange traded securities and instruments to generally provide long exposure to the performance of the S&P 500. Additionally, the BSPE will employ an actively managed tail hedge strategy designed to mitigate downside risk from extreme shocks and crashes using exchange traded derivatives. There is no assurance that the BSPE will achieve the desired returns. Universa has significant flexibility to invest in and trade securities pursuant to this strategy. The BSPE strategy will primarily invest in, but is not limited to, exchange traded securities and instruments, which may include options on cash indices and equities, options on futures, long futures, and long ETFs; in regards to the actively managed tail hedge strategy, the BSPE strategy will primarily invest in, but is not limited to, exchange traded derivatives, which may include various long and short options and futures positions on equities, indices, futures, and volatilityrelated securities. While Universa has significant flexibility to invest a BSPE account’s assets, Universa typically focuses on liquid asset classes that can be sensitive to market shocks and generalized market crashes, including securities in which Universa believes it has a transactional advantage, such as futures and options on indices and on single stocks, interest rate products and currencies. “Safe Haven” Strategy Universa is the investment adviser to Delaware limited partnerships, Cayman Islands entities, or separately managed accounts that follow the Safe Haven strategy. The Safe Haven strategy attempts to capture upside gains in the broader U.S. equities markets, while seeking to mitigate the extreme downside risk from extreme market shocks and generalized market crashes. There is no assurance that the Safe Haven strategy will achieve desired returns. Universa has significant flexibility to invest in and trade securities pursuant to this strategy. The Safe Haven strategy will primarily invest in, but is not limited to, exchange traded securities and instruments, which may include equities, ETFs, various long and short options on cash indices and equities, various long and short options on futures, various long and short futures positions, and volatility-related securities. The strategy may also invest in non-U.S. securities, non-U.S. currencies, cash, money market instruments and other cash equivalents. While Universa has significant flexibility to invest a Safe Haven account’s assets, Universa typically focuses on liquid asset classes that can be sensitive to market shocks and generalized market crashes, including securities in which Universa believes it has a transactional advantage, such as futures and options on indices and on single stocks.

For All Clients and Investors The investment strategies summarized above represent Universa’s current intentions, are general in nature and are not exhaustive; Universa may employ additional strategies broadly or narrowly based on the aforementioned summaries. There are no limits on the types of securities in which Universa may take positions on behalf of its clients, the types of positions that it may take, the concentration of its investments or the amount of leverage that it may use. Universa may use any trading or investment techniques, whether or not contemplated by the expected investment strategies described above. In addition, there are limitations in describing any investment strategy due to its complexity, confidentiality and indefinite nature. Depending on conditions and trends in securities and commodities markets and the economy generally, Universa may pursue any objectives or use any techniques that it considers appropriate and in its clients’ interests. Risk Factors Investing in securities involves risk of loss that clients and investors should be prepared to bear. Below are brief summaries of some of the risks that clients and investors should consider before investing in any account that Universa manages. Any or all of such risks could materially and adversely affect investment performance, the value of any account or any security held in an account, and could cause clients and investors to lose substantial amounts of money. Potential investors in a fund should review such fund’s offering circular or private offering memorandum carefully and in its entirety, and consult with their professional advisers before deciding whether to invest. A potential client or investor should discuss with Universa’s representatives any questions that such person may have before opening an account or investing in a fund. Risk Factors Applicable to Clients and Fund Investors

Client accounts may not achieve their investment objectives. A strategy may not be successful, and investors may lose some or all of their investment.

Universa may use leverage by borrowing on margin, selling securities short and trading futures, other commodity interests and derivatives, which increases volatility and risk of loss. These instruments can be difficult to value. An incorrect valuation could result in losses.

Universa may sell covered and uncovered options on securities. The sale of uncovered options could result in unlimited losses.

Any gain or loss from the sale or exercise of an option is reduced or increased, respectively, by the amount of the premium paid. The expenses of option investing include commissions payable on the purchase and on the exercise or sale of an option.

Universa’s client accounts may trade exchange-traded and over-the-counter derivatives, including, but not limited to, futures, options, forwards, swaps, contracts for differences and other interests. Trading in these instruments is highly speculative and may entail

risks that are greater than those of investing in other securities. These instruments can be highly volatile and expose investors to a high risk of loss.

Universa may reduce an investor’s Protection Size or Notional amount if it determines that its current capital account balance or share net asset value no longer supports it (for example, due to redemptions, withdrawals or losses).

Universa trades extensively in futures contracts (and options on futures). Futures positions may be illiquid. Most U.S. commodity exchanges limit fluctuations in certain futures contract prices during a single day. Such position limits may affect Universa’s ability to maintain positions or prevent liquidation of positions, which could adversely affect clients.

Universa uses derivative instruments, such as swaps, participation notes, equity swaps, and zero strike calls and warrants, to gain economic exposure (whether long or short) to a particular underlying security. Universa cannot control when a derivative transaction will be terminated. Any such termination may occur at a time that is disadvantageous to a client and may adversely affect the client or investors.

There may not be an exchange on which to close out certain open swap positions or other derivative transactions. A client could experience losses and delays in closing a derivative transaction. The occurrence of any such event could subject a client or investor to substantial losses.

Forward contracts and options thereon are not traded on exchanges and are not standardized. Forward and “cash” trading is substantially unregulated. Disruptions can occur in any market in which the fund trades due to unusually high trading volume, political intervention or other factors. Any such market illiquidity or disruption could adversely affect a client.

Counterparties such as brokers, dealers, futures commission merchants, custodians, banks and banking institutions, and other service providers with which Universa does business on behalf of clients may default on their obligations. For example, a client may lose its assets on deposit with a broker if the broker, its clearing broker or an exchange clearing house becomes bankrupt.

Universa may cause a client to enter into repurchase agreements or reverse repurchase agreements. These instruments can have effects similar to margin trading and leveraging strategies.

Universa may cause clients to invest in securities of non-U.S., private and government issuers. The risks of these investments include: political risks; economic conditions of the country in which the issuer is located; limitations on foreign investment in any such country; currency exchange risks; withholding taxes; limited information about the issuer; limited liquidity; and limited regulatory oversight.

Universa may implement new strategies and trading techniques from time to time. These strategies may be unsuccessful or divert resources from established strategies.

Investor sentiment on the market, an industry or an individual stock, fixed income or other security is not predictable and can adversely affect an account’s investments.

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Universa provides investment advice to investment funds and separately managed accounts.

Universa and the funds for which it is the investment adviser generally require the following minimums for investors investing in those funds:

Universa BSPP, BSPP-Fixed Income and BSPP-Gold strategy-based Funds and other variants of the BSPP strategy: $150,000,000 (Protection Size); $50,000,000 (Notional amount)

Universa BSPE strategy-based Fund: $5,000,000 (capital account balance or share net asset value)

Universa Safe Haven strategy-based Fund: $25,000,000 (capital account balance or share net asset value)

Universa’s separately managed account clients may include high-net-worth individuals, institutions, trusts, endowments and pension plans. Universa generally requires a minimum investment or Protection Size of $5,000,000,000 to open a separately managed account. Universa may waive or reduce these minimums in its discretion.

Universa currently manages only accounts that pay performance-based compensation, inclusive of performance-based fees and performance-based profit allocations, as described in Item 5. Universa does not manage accounts that do not pay performance-based compensation.

Universa is registered as an investment adviser with the SEC and as a commodity pool operator and commodity trading adviser with the CFTC, and is a member of the National Futures Association. The pools are exempt, however, from certain disclosure and reporting requirements pursuant to Rule 4.7 under the Commodity Exchange Act. Universa and its affiliates wholly own Universa Analytics India Private Limited (“Universa Analytics”), which focuses on portfolio analytics and investment research solutions software with web-based applications. Currently, Universa Analytics provides its services solely to Universa.

Trading

Code of Ethics, Participation or Interest in Client Transactions and Personal

Universa has adopted a Code of Ethics in compliance with Rule 204A-1 under the Investment Advisers Act of 1940, as amended, which establishes standards of conduct for Universa’s supervised persons. The Code of Ethics includes general requirements that Universa’s supervised persons comply with their fiduciary obligations to clients and applicable securities laws, and specific requirements relating to, among other things, personal trading, insider trading, conflicts of interest and confidentiality of client information. It requires supervised persons to comply with the personal trading restrictions described below and to report their personal securities transactions and holdings quarterly to Universa’s Compliance Officer, and requires the Compliance Officer to review those reports. It also requires supervised persons to report any violations of the Code of Ethics promptly to Universa’s Compliance Officer. Each supervised person of Universa receives a copy of the Code of Ethics and any amendments to it, and must acknowledge in writing having received the materials. Quarterly, each supervised person must certify that he or she complied with the Code of Ethics during that quarter. Clients and prospective clients may obtain a copy of Universa’s Code of Ethics by contacting Nirendran Kathirithamby. Under Universa’s Code of Ethics, with the Compliance Officer’s prior written consent, Universa’s partners, officers and employees (and their family members) generally may (a) purchase and sell (both long and short) publicly-traded securities; (b) acquire securities in a private placement by a private operating company (such as a venture capital financing transaction) or by a private fund (such as an offering of securities by a hedge fund, venture capital fund or private equity fund), and dispose of such securities; and (c) engage in transacting cryptocurrencies. Transactions for which pre-approval are granted cannot be executed until at least two trading days after client accounts have ceased trading those securities and pre-approved investments generally must be held for a holding period of 30 days with certain exceptions. The Chief Compliance Officer, at their discretion, may refuse a request for pre-approval of a publicly-traded security at any time if, in their reasonable determination, a conflict and/or optic of impropriety may arise as a result of such

pre-approval. Quarterly, Universa reminds each employee to notify the Chief Compliance Officer of any changes to the employee’s proprietary accounts. Prior approval is not required to purchase or sell securities issued by any federal, state or local government of the U.S. or by any non-U.S. government, shares of open-end investment companies registered under the Investment Company Act of 1940 (mutual funds) that are not affiliated with Universa, money market instruments (e.g., bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high-quality short-term debt instruments) and shares of money market funds, provided that no client account holds a position in that security. While prior approval is not required for these investments, however, some of them may be required to generally be held for at least 30 days. In addition, an employee may not liquidate a position in any security described above until the opening of trading on the business day following the day on which the position was initiated. Where applicable, Universa solicits qualified investors to invest in the funds that it manages. Universa has an incentive to cause a client to invest in a fund instead of an individually managed account because of the reduced expenses and administrative burdens of managing a fund compared to those of an individually managed account, Universa’s performance compensation from a limited partnership client receives more favorable tax treatment than that from an individually managed account. Investors have less transparency and liquidity than individual account clients. In addition, if a fund investor also has an individually managed account with Universa that uses an investment strategy that is similar to that of the fund, the investor may use knowledge of the other account’s portfolio to decide if and when to make an additional investment or withdraw or redeem assets from the fund at times when other fund investors would have made similar decisions had they had similar transparency. Universa discloses these conflicts of interest to clients and investors. Because Universa manages more than one account, there may be conflicts of interest over its time devoted to managing any one account and allocating investment opportunities among all accounts that it manages. Universa has discretion, on behalf of each client, to determine which investments are made by a particular client, sold to others or made by it or its affiliates, with or without the participation of any other person. The interests of Universa’s clients in selecting, negotiating and administering investments may conflict in some circumstances. Universa gives advice and takes action with respect to some client accounts that differs from the advice that it gives or the timing or nature of action that it takes with respect to other client accounts. For example, Universa selects investments for some client accounts based solely on the investment strategy to be employed on behalf of those clients. Other client accounts have different investment strategies and expected levels of trading. In the course of providing advisory services, Universa may buy or sell a security for one type of client but not for another. Further, Universa may buy (or sell) a security for one type of client while simultaneously selling (or buying) the same security for another type of client. Universa or its affiliates may be able to obtain more favorable compensation, cost reimbursement or risk sharing arrangements in connection with some investments if some client accounts do not participate. These factors could influence Universa not to make investments on behalf of some client accounts even though participation might benefit those client accounts. It is Universa’s policy, however, to the extent practicable, to allocate investment opportunities among client accounts fairly over time. Universa is not obligated to acquire for any account any security that Universa or its partners, officers or employees may acquire for its or their own accounts or for any

other client, if in Universa’s absolute discretion, it is not practical or desirable to acquire a position in such security for that account.

Best Execution Universa has discretion in selecting the broker or futures commission merchant that it uses for client transactions and the commission rates that clients pay such brokers and futures commission merchants. Universa allocates portfolio transactions to executing brokers based on best execution. In determining whether a particular broker will provide best execution, Universa primarily considers the net price for that transaction, although it may also consider other factors, such as:

special execution capabilities; block trading and block positioning capabilities; willingness to execute related or unrelated difficult transactions in the future; order of call; efficiency of execution and error resolution; and the availability of stocks to borrow for short trades.

For any particular transaction, Universa may cause a client to pay a broker a commission in excess of that which another broker might charge for effecting the same transaction. In all cases, though, Universa determines in good faith that such commission is reasonable in relation to the value of the collective services that a broker provides, usually viewed in terms of Universa’s overall responsibilities to the client and other accounts. Universa also may direct brokerage transactions to brokers who refer prospective investors to a fund or other accounts, or clients to Universa (although not in a quid pro quo arrangement). Universa addresses these conflicts of interest by quarterly evaluating the trade execution services that Universa receives from the brokers and futures commission merchants that it uses to execute trades for clients. Such evaluation includes comparing those services to the services available from other brokers and futures commission merchants. Universa considers, among other things, alternative market makers and market centers, the quality of execution services, the value of adding or removing brokers or futures commission merchants, increasing or decreasing targets for each broker or futures commission merchant and the appropriate level of commission rates. Prime Brokerage and Custodial Considerations Some of the factors that Universa considers when choosing a prime broker and custodian may include:

price; margin and equity requirements clearance; settlement; reputation; financial strength and stability;

efficiency of execution and error resolution; block trading and block positioning capabilities; order of call; offering to Universa online access to data regarding its clients’ accounts; the availability of stocks to borrow for short trades; and custody; recordkeeping and similar services.

Universa has retained third-party service providers to serve as the funds’ prime brokers and custodians, pursuant to prime brokerage agreements entered into between each fund and each third party. Universa has also retained a backup prime broker for certain funds that will serve as a custodian for certain clients. Each agreement contains provisions that limit the prime broker’s liability to the fund and under which the fund must indemnify that broker. Universa may replace any of these service providers or appoint additional prime brokers and custodians at any time. Some of the factors that Universa considers when choosing a prime broker may include price, clearance, settlement, reputation, financial strength and stability, efficiency of execution and error resolution, block trading and block positioning capabilities, order of call, offering to Universa online access to data regarding its clients’ accounts, the availability of stocks to borrow for short trades, custody, recordkeeping and similar services and other matters involved in the receipt of prime brokerage services generally. These firms may also provide Universa with administrative services, such as technology services (including IT support, email archiving and disaster recovery systems), capital introduction services, portfolio reporting and access to electronic communications networks. Although many prime brokers provide similar services to investment advisers in exchange for brokerage, custody and clearance fees and other charges, if Universa did not receive these services from these firms, Universa would be required to pay for all or some portion of them. Universa is not required to direct a particular number of trades to these firms or to continue to use them as custodians, but Universa has an incentive to do so based on their prior and continued services. Section 28(e) of the 1934 Act provides a “safe harbor” to investment advisers who use commission dollars of their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the manager in performing investment decision-making responsibilities. Conduct outside of the safe harbor of section 28(e) is subject to the traditional standards of fiduciary duty under state and federal law. To the extent that Universa directs portfolio transactions to one of its prime brokers, a fund may be deemed to be paying for the trading, research and administrative services that the prime broker provides with “soft” or commission dollars. Any such administrative assistance may not fall within the safe harbor provided by section 28(e). Trade Aggregation Universa may aggregate sale and purchase orders of securities held by a client with similar orders being made simultaneously for other accounts if, in its judgment, such aggregation is reasonably likely to result in an overall economic benefit to the client and the other accounts, in the aggregate, based on an evaluation that the client and the other accounts will benefit from relatively better purchase or sale prices, lower commission expenses or beneficial timing of transactions, or a combination of these and other factors. In many instances, Universa purchases or sells securities

for a client and simultaneously purchases or sells like securities for other accounts. Such transactions may be made at slightly different prices, because of the volume of securities purchased or sold. In such event, a client may be charged or credited, as the case may be, the average transaction price of all securities purchased or sold in such transactions. As a result, the price may be less favorable to the client than it would be if similar transactions were not executed concurrently for other accounts. Universa reviews the aggregation of sale and purchase orders no less than on a quarterly basis to ensure adherence to firm policy regarding the aggregating of trade orders and performs Bunch Order reviews to ensure that it is meeting its obligations under CFTC Regulation 1.35 and NFA Compliance Rule 2-10 regarding bunch orders for multiple accounts. Cross Transactions Periodically, Universa may seek to adjust or rebalance the portfolios of a client and one or more other accounts by effecting cross trades between or among those accounts (i.e., causing one or more of those accounts to sell securities to one or more of those accounts). In effecting such cross trades, Universa seeks to reduce the transaction costs to its clients of such account adjustments. All such cross trades will be consistent with the investment objectives and policies of each client account involved in the trades. Universa has adopted policies and procedures regarding cross transaction that require Universa to document of the purpose of such transaction and why it is appropriate for both the buyer and seller. Universa seeks to allocate spread related transaction costs among the initiator of such transaction. Prior to completing any cross transaction, Universa reviews open market prices to determine if a better price is available and attempts to look up the security on a quote service, if available, and get two other bid/ask quotes from brokers to compare to the executing broker’s price. Universa’s Chief Compliance Officer reviews all cross transaction documentation quarterly, if any. Directed Brokerage/Separate Accounts If a client directs Universa to use a specific broker, Universa has not negotiated the terms and conditions (including, among others, commission rates) relating to the services provided by such broker. Universa is not responsible for obtaining from any such broker the best prices or particular commission rates. A client that directs Universa to use a specific broker may not be able to participate in aggregate securities transactions and may trade after such aggregate transactions and receive less favorable pricing and execution. The client may pay higher commissions and markups than it would pay if Universa had discretion to select broker-dealers other than those that the client chooses. While retaining the ability to permit directed brokerage, no such agreements or relationships with clients exist at this time.

Universa has previously engaged solicitors to whom it or the fund that it manages pays a portion of the advisory fees or allocations paid by clients or investors, respectively, referred to it by those solicitors (generally, 10% to 20%). This practice is disclosed in writing to the client or investor.

Not applicable.

Mark W. Spitznagel, President and Chief Investment Officer of Universa, oversees the development and implementation of the investment strategies that Universa employs on behalf of its clients. Mr. Spitznagel delegates the day-to-day responsibility for managing each client account’s portfolio and executing trades for each client account to one or more portfolio managers. Each client receives frequent customized reports and monthly performance results.

All funds and securities of the funds are held by a qualified custodian. All of the funds are audited annually by an independent public accountant that is registered with and subject to regular inspection by the Public Company Accounting Oversight Board. In addition, audited financial statements are prepared for the funds in accordance with generally accepted accounting principles in the United States and are sent to all of the funds’ investors within 120 days of the end of each fund’s fiscal year. Investors in the funds are encouraged to review these audited financial statements. The custodian of each individually managed account sends account statements at least quarterly to the client. Each client should carefully review those statements and compare them to the statements that such client receives directly from Universa, if any.

Universa has discretionary authority to manage investment accounts on behalf of clients pursuant to a grant of authority in each fund’s limited partnership agreement or a limited power of attorney in each client’s account agreement. Except for Universa’s limited partnership clients, such discretion is limited by the requirement that clients advise Universa of:

the investment objectives of the account; any changes or modifications to those objectives; and any specific investment restrictions relating to the account.

A client must promptly notify Universa in writing if the client considers any investments recommended or made for the account to violate such objectives or restrictions. A client may at any time direct Universa to sell any securities or take such other lawful actions as the client may specify to cause the account to comply with the client’s investment objectives. In addition, a client may notify Universa at any time not to invest any funds in the client’s account in specific securities or specific categories of securities.

Universa decides whether to vote proxies on behalf of each account over which Universa has proxy voting authority after considering whether the proposal will have a material effect on the account’s investment strategy. This analysis typically leads Universa not to vote proxies. In determining whether a proposal serves an account’s best interests, Universa considers a number of factors, including:

the proposal’s economic effect on shareholder value; the threat that the proposal poses to existing rights of shareholders;

the dilution of existing shares that would result from the proposal; the effect of the proposal on management or director accountability to shareholders; and if the proposal is a shareholder initiative, whether it wastes time and resources of the company or reflects the grievance of one individual.

Universa abstains from voting proxies when Universa believes that it is appropriate to do so. If a material conflict of interest over proxy voting arises between Universa and a client, Universa will vote all proxies in accordance with the policy described above. If Universa determines that this policy does not adequately address the conflict of interest, Universa will notify the client of the conflict and request that the client consent to Universa’s intended response to the proxy solicitation. If the client consents to Universa’s intended response or fails to respond to the notice within a reasonable time specified in the notice, Universa will vote the proxy as described in the notice. If the client objects in writing to Universa’s intended response, Universa will vote the proxy as the client directs. A client can obtain a copy of Universa’s proxy voting policy and a record of votes cast by Universa on behalf of that client by contacting Universa.

Not applicable.