Verition Fund Management LLC

Verition Fund Management LLC (“Verition,” the “Filing Adviser” or the “Manager”), a Delaware limited liability company, began operations in October 2008. Verition Fund Management NY, Inc. owns the substantial majority of Verition’s equity. Nicholas Maounis along with trusts for the benefit of family members of Mr. Maounis are the sole equity owners of Verition Fund Management NY, Inc. Topspin Acquisition, LLC, a subsidiary of Affiliated Managers Group, Inc. (“AMG”), holds a minority equity interest in Verition.

Cooper River Capital Management LLC (“Cooper River”), a Delaware limited liability company, Fortitude Credit Partners LLC (“Fortitude Credit”), a Delaware limited liability company, Verition Advisors (Singapore) Pte. Ltd. (“Verition Singapore”), a Singapore private limited company, Verition Management (DIFC) Limited (“Verition DIFC”), a private company incorporated in the Dubai International Financial Centre, Verition Advisors (UK Partners) LLP (“Verition UK”), a limited liability partnership incorporated in England and Wales, Verition Advisors (Canada) ULC (“Verition Canada”), an unlimited liability corporation incorporated in Alberta, Canada, and Verition Advisors (Hong Kong) Limited (“Verition Hong Kong”), a Hong Kong limited company, are each a wholly owned subsidiary of Verition that also act as an investment manager. Cooper River, Fortitude Credit, Verition Singapore, Verition DIFC, Verition UK, Verition Canada and Verition Hong Kong are each a “relying adviser” (collectively, the “Relying Advisers”) and, as such, they are not, and not required to be, independently registered with the SEC. Unless otherwise indicated, the discussion of Verition’s advisory business in this brochure generally includes the advisory business of the Relying Advisers. The Filing Adviser and the Relying Advisers conduct a single advisory business and are registered with the SEC as part of a single registration. All investment advisory activities of the Filing Adviser and the Relying Advisers are subject to the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and the rules thereunder, and any persons acting on behalf of the Filing Adviser or the Relying Advisers are subject to the supervision and control of the Filing Adviser and adhere to the Filing Adviser’s compliance manual and policies and procedures with respect to any such investment advisory activities.

Verition serves as the manager for and provides discretionary investment advisory services to several private funds. The funds currently offered to outside investors include Verition Multi‐Strategy Fund LLC, a Delaware limited liability company, which is referred to in this brochure as the “U.S. MultiStrategy Feeder,” and Verition International Multi‐Strategy Fund Ltd., a Cayman Islands exempted company, which is referred to in this brochure as the “Offshore Multi-Strategy Feeder.” The U.S. Multi-Strategy Feeder and the Offshore Multi-Strategy Feeder are collectively referred to in this brochure as the “Multi-Strategy Feeder Funds.” The Multi-Strategy Feeder Funds generally pool their resources by investing, directly or indirectly (as described below), in both Verition Multi‐ Strategy Master Fund Ltd., a Cayman Islands exempted company, which is referred to in this brochure as the “Multi‐Strategy Master Fund,” and Verition Canada Master Fund Ltd., a Cayman Islands exempted company, which is referred to in this brochure as the “Canada Master Fund,” or they may invest directly. The Multi-Strategy Master Fund and the Canada Master Fund are collectively referred to in this brochure as the “Multi-Strategy Master Funds.” The Offshore Multi-Strategy Feeder invests in each Multi-Strategy Master Fund indirectly, by investing in Verition Multi-Strategy Intermediate Fund Ltd., a Cayman Islands exempted company (the “Intermediate Fund”), which in turn invests in each Multi-Strategy Master Fund. Together, the Multi-Strategy Feeder Funds, the Intermediate Fund and the Multi-Strategy Master Funds are referred to in this brochure as the “Multi-Strategy Funds,” the “Funds” or the “Clients.”

Verition acts as investment manager for the Multi-Strategy Master Funds, the Intermediate Fund and the Offshore Multi-Strategy Feeder. Verition acts as the manager of the U.S. Multi-Strategy Feeder. The Funds are pooled investment vehicles managed in accordance with the investment objectives described in their respective offering documents and are not tailored to any particular investor. Information about each Fund can be found in its offering documents. On behalf of the Funds, Verition trades a variety of securities, futures, derivatives and other instruments, including stocks, convertible securities, bonds, structured instruments and over‐the‐counter, or “OTC,” derivatives given that the Funds implement a diversified range of alternative investment trading strategies. Verition takes both long and short positions in these instruments. There are no material limitations on the instruments that Verition trades on behalf of the Funds and the Funds are subject to no formal diversification policies. Verition has full discretion in trading on behalf of the Funds. It does not require, and does not seek, approval from the Funds or the investors in the Funds with respect to its trading. Verition does not tailor its advisory services to the individual needs of investors in the Funds, and investors in the Funds may not impose restrictions on any Fund’s investing in certain securities or types of securities. As discussed in Item 10 below, affiliated and non-affiliated entities (or their personnel) may act as (or on behalf of) sub‐advisors to the Multi-Strategy Master Funds. As of December 31, 2025, Verition advised approximately $14,235,673,251 in assets under management and approximately $139,387,444,393 in regulatory assets under management, all of which is managed on a discretionary basis.

Verition’s fee schedule is omitted because this brochure is being delivered only to “qualified purchasers,” as defined in section 2(a)(51)(A) of the Investment Company Act of 1940 (the “Investment Company Act”). Management Fee

Verition is entitled to receive a management fee from certain classes of shares and interests of the MultiStrategy Feeder Funds.

Certain classes of the Multi-Strategy Feeder Funds are subject to a management fee, payable monthly in arrears, equal to the management fee rate applicable to such class multiplied by the month-end net asset value attributable to such class prior to any reduction for any profit allocations not yet made or for the management fee then being calculated.

The Multi-Strategy Feeder Funds have certain classes, the “Initial Classes” and the “Modified Classes.” The Initial Classes are not subject to a management fee, but do bear the Operating Expenses (as defined below) and certain direct and indirect trading, general operating and administrative costs of Verition in providing services to the Funds (which are described under “Pass-Through Costs” below). These passthrough costs include, without limitation, employee compensation, rent, utilities, hardware and all legal, accounting, auditing and other professional services of the Manager. These fees and costs are more fully described below. The management fees are paid by the Modified Classes only and are first applied to pay any pass-through costs that would have been allocated to them if they had the same fee structure as the Initial Classes. If the management fee is not sufficient to defray the pass-through costs, the Initial Classes will bear the shortfall; if the management fee exceeds the pass-through costs, the management fee will effectively pay a portion of the pass-through costs otherwise allocated to the Initial Classes. If the management fee exceeds: (i) the pass-through costs that would be allocated to the Modified Classes were they subject to pass-through costs; and (ii) the pass-through costs actually allocated to the Initial

Classes, the remaining management fee will be retained by the Manager. The Multi-Strategy Funds’ fees and expenses are described in more detail in their offering documents. Performance-Based Compensation

As compensation for Verition’s advisory services, an affiliate of Verition receives a profit allocation from investors in the Multi-Strategy Feeder Funds. The profit allocation is equal to a percentage of any new appreciation of the investor’s account subject to a high water mark. The profit allocation, if any, received by such affiliate is calculated monthly and deducted from accounts each December 31. Generally, a profit allocation is assessed when an investor withdraws or transfers its interest in a Multi-Strategy Feeder Fund or when a Multi-Strategy Feeder Fund makes a distribution to an investor.

Once paid or distributed to such affiliate of Verition, any performance‐based compensation received is generally not subject to reversal. Funds’ Trading, Operating and Administrative Costs

In addition to a management fee, if any, the Funds pay their ongoing trading, operating and administrative costs and expenses, including, but not limited to: organizational and initial offering costs; investment costs and all other trading costs, including, without limitation, all brokerage commissions, clearing and settlement charges, all other costs of executing transactions, interest on margin accounts and other indebtedness, borrowing charges on securities sold short, interest expenses, investmentrelated travel and lodging expenses, financing charges and applicable withholding and other taxes, related to the purchase, sale, transmittal or custody of investment assets and related items, as well as the costs associated with obtaining and maintaining regulatory licenses, exchange memberships and credit ratings; costs associated with maintaining trading co-location sites and data transmission and communications equipment used in connection with trading and research activities; all research-related expenses, including, without limitation, market data, news and quotation equipment and services; ongoing costs of investment assets, if any (e.g., the Funds’ investment in exchange traded funds (“ETFs”) is also subject to the fees borne by all investors in those ETFs, including transaction, management and marketing fees); all legal costs, including, without limitation, investment and litigation-related costs of the Funds; accounting, auditing and tax preparation costs; fees and expenses of the administrator and other third parties providing administrative, accounting, operations and valuation services, including any valuation agent retained to provide valuation services for the Funds; professional fees and expenses, including, without limitation, fees and expenses of consultants and experts; fees and expenses of any shareholders’ representative; employee recruiting costs (including costs of counsel); fees and out-ofpocket costs of any service providers incurred in performing services for the Funds; costs of preparing, printing and distributing annual and periodic reports, marketing materials, updates to offering documents and other investor communications; any taxes, licenses and duties payable in any jurisdiction in connection with the Funds’ operations; insurance costs, including the premiums paid for directors and officers, errors and omissions and other comparable insurance for the Manager, Mr. Maounis, certain individuals and entities affiliated with the Manager and third parties providing services to the Funds; costs of paying agency, transfer agency and accounting verification services, if any; costs associated with regulatory compliance related to Verition’s management of the Funds, including, without limitation, costs of compliance programs, including employee-related compliance tracking systems, proxy voting, and e-mail retention, examinations by any governmental entity, education and training; costs relating to inquiries and filings with any governmental entity, including expenses associated with regulatory and other reports that Verition determines are required as a result of Verition’s management of the Funds, such as Form PF, registrations and other filings related to the Funds; costs related to due diligence or reporting; directors’ fees; fees and costs of retaining anti-money laundering officers for the Funds; payments made in satisfaction of indemnification obligations to any

Verition party or third parties; extraordinary costs, if any, as determined in Verition’s absolute discretion; compensation paid to third party managers; all ongoing costs of maintaining a Fund’s investment in a security of a company that is the target of a buyout or merger transaction; all costs incurred in the course of a petition for a court to determine fair value of shares of a company whether settled or not; the management fee; profit allocation; Specialty Compensation (as described below); and “broken deal expenses”.

Each Multi-Strategy Feeder Fund that invests in a Multi-Strategy Master Fund (including, indirectly through the Intermediate Fund) also pays its pro rata share of all of the allocable costs and expenses of that Multi-Strategy Master Fund and Intermediate Fund and any special purpose vehicle established to facilitate the investment objectives of the Funds (“SPV”), which are expected to generally be similar to the foregoing. The Funds’ trading, operating and administrative costs and expenses, including any pro rata portion of the costs and expenses of the Intermediate Fund, each Multi-Strategy Master Fund and any SPV, are referred to as the “Operating Expenses” of the Funds.

As noted above, the Funds are charged brokerage commissions, bid‐ask spreads and other transaction costs and expenses in connection with their trading and investment activities, and custodian fees for the Funds’ assets held in cash or securities at various banks, broker‐dealers and other financial institutions. The Funds’ trading program generates transaction costs for the Funds that may be higher as a percentage of equity than those of other private investment funds. For a discussion of the brokerage arrangements that Verition enters into on behalf of the Funds, see “Brokerage Practices.” Specialty Compensation

The U.S. Multi-Strategy Feeder and the Offshore Multi-Strategy Feeder engage in certain strategies (each, a “Specialty Strategy”) and, accordingly, bear specialty compensation, including base salary, incentivebased compensation, costs of benefits, payroll taxes, retirement contributions, if any, and other employment-related costs paid to (or in respect of): (i) the portfolio managers implementing each Specialty Strategy; and (ii) certain other employees of Verition (“Specialty Compensation”). Specialty Compensation is paid in respect of each Specialty Strategy irrespective of the overall performance of the relevant Multi-Strategy Fund, any other Specialty Strategy and, with respect to non-incentive-based compensation, such Specialty Strategy.

Specialty Compensation will include a portion of the compensation of Verition employees attributable to their involvement in the implementation and execution of a particular Specialty Strategy (or group of Specialty Strategies), as determined in Verition’s discretion. In addition to analysts, programmers and portfolio managers who work on a particular Specialty Strategy, the Verition employees whose compensation will be included in Specialty Compensation will include personnel of Verition (other than Mr. Maounis) that in any way assist in the operation, risk management, oversight, implementation or execution of the relevant Specialty Strategy. This will include operational and financial personnel of Verition that: (i) negotiate transaction documents to implement a Specialty Strategy; (ii) assist in any Specialty Strategy-related legal proceedings in which a Multi-Strategy Fund may be involved; or (iii) engage in any other activities performed on behalf of the applicable Specialty Strategy.

Verition will determine whether a particular individual’s compensation is allocable to a particular Specialty Strategy (or group of Specialty Strategies) in Verition’s sole discretion. In determining whether and to what extent to treat a portion of the compensation of a particular employee as Specialty Compensation in respect of a particular Specialty Strategy (or group of Specialty Strategies), Verition will consider various factors including: (i) the amount of time Verition determines the employee has dedicated (or will dedicate) to such Specialty Strategy (or group of Specialty Strategies); and (ii) other contributions made to such Specialty Strategy (or group of Specialty Strategies) by such employee. If an

employee’s bonus is tied to the profitability of a particular Specialty Strategy (or group of Specialty Strategies), Verition will take into consideration the portion of the aggregate profits generated for Verition by such Specialty Strategy (or group of Specialty Strategies). Certain senior personnel of Verition will receive bonuses in the form of allocations from one or more Funds calculated by reference to the overall profits earned by Verition. The portion of such bonuses related to Specialty Strategies will be treated as Specialty Compensation. The incentive-based compensation component of the Specialty Compensation is payable only out of the profits generated by the associated Specialty Strategy. Any other component of the Specialty Compensation will be payable regardless of the profitability of the respective Specialty Strategy. If a Specialty Strategy fails to generate sufficient profit, the non-incentive-based compensation will offset any profits that may be attributable to other investment strategies and, if such profits are not sufficient, will result in losses to investors. Pass‐Through Costs

The Initial Classes of the Multi-Strategy Feeder Funds pay the pass-through costs described below while the Modified Classes pay a flat-rate management fee (as described above) and do not bear any portion of the pass-through costs. The Initial Classes are in issue but are no longer offered to investors.

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Investment Strategies On behalf of the Multi-Strategy Funds and other Clients, Verition implements a diversified range of alternative investment trading strategies as described below. Quantitative Strategy

The quantitative strategy is systematic in nature, buying “long” a security, or basket of securities, options or futures, and selling “short” other securities, options or futures contracts, or baskets, in an attempt to capitalize on financial market anomalies that occur when the prices of these securities, options or futures deviate from their perceived relationships in anticipation of profiting from a reversal in the prices of such securities, options or futures to their expected values. On behalf of its Clients, Verition also opportunistically invests based on its market judgment and experience. While the opportunistic trading may be based on quantitative models, there are no material limitations on the discretionary trading in which Verition may engage pursuant to Verition’s qualitative systems. Credit Strategy

On behalf of its Clients, Verition deploys several credit strategies attempting to capitalize on perceived market inefficiencies and mispricings in securities, loans and/or derivatives driven by issuer, industry, credit tranche, regulatory and/or market‐specific conditions. These credit strategies may include long and short trading and investing in various credit products employing fundamental value analysis, technical analysis, capital structure arbitrage, relative value, distressed control, event‐driven, directional, mosaic analysis and other related strategies. Verition may execute these strategies utilizing a range of credit products including investment grade bonds, crossover bonds, high‐yield bonds, leveraged loans, participations, unsecured claims, credit derivatives, indices and structured products. Verition may utilize hedging strategies in an effort to control volatility and improve risk‐adjusted returns. On behalf of its Clients, Verition invests, both long and short, in loans, securities and other instruments of companies in financial and/or operational distress unable to access the traditional capital markets or otherwise in precarious financial conditions. The markets in stressed and distressed loans, securities and other instruments are inefficient and information is not equally accessible to all market participants, creating substantial and often inconsistent profit opportunities. Verition may, from time to time, elect to attempt to take a “control position” in a company in default or going into bankruptcy in an effort to direct the reorganization of the company to the Funds’ advantage.

As part of its overall credit strategy, the Funds may also invest in certain asset-backed strategies. Such strategies typically emphasize non-agency residential mortgage-backed securities, commercial mortgage-backed securities, and other mortgage-backed securities like home equity loans. Strategies can include direct origination of such asset-backed loans, as well as investments in primary and secondary markets. While shorting these securitizations is typically not possible, Verition may utilize residential mortgage-related indices (such as the ABX), commercial mortgage-related indices (such as

the CMBX), and credit default swaps (“CDS”) to hedge broader market risk. It is important to note the liquidity spectrum is varied for these strategies. Long‐Short Equity Strategy

On behalf of its Clients, Verition takes both long and short positions in equity securities Verition believes to be under or overvalued. Verition may implement the long‐short equity strategy in a broad range of market sectors for any specific Client, including, but not limited to: consumer goods, cyclicals, financials, healthcare, REITs, utilities, industrials, energy and companies related to global technology, telecommunications and media, referred to collectively as “technology”. Verition may, at times, use options and credit‐sensitive instruments to tailor positions more precisely to the strategy’s fundamental investment conviction. In particular, on behalf of its Clients, Verition may invest on a global basis across the capital structure of companies. On behalf of its Clients, Verition may invest on a global basis, such as equity and debt securities, as well as derivatives thereof where appropriate. At times, Verition may implement a pairedtrade strategy in an attempt to control exposures and mitigate the impact of the market.

Long-short equities portfolio composition is fundamentally driven, but influenced by technical factors affecting individual names. Although the combination of long and short positions may provide an element of protection against, though not an elimination of, directional market exposure, Verition does not attempt to neutralize the amount of long and short positions held by a Client (i.e., a Client will typically have a net long or net short bias at any point in time). Verition expects that its Clients’ long‐ short equities portfolio will typically have a long directional bias, although the portfolio may be net short from time to time.

On behalf of its Clients, Verition may employ its long/short strategy in certain Asian markets, including but not limited to the People’s Republic of China (which for purposes of this brochure, refers to mainland China and excludes Hong Kong, Macau and Taiwan), Hong Kong SAR, Singapore and Japan. In such jurisdictions, Verition’s primary focus will generally be on listed equities with the intention that the majority of such investments will be in securities issued by, or related to, publicly-listed companies. Convertible Investing Strategy

Verition actively tracks both credit and equity markets in order to identify capital structure pricing inefficiencies in the convertible bond universe. Verition employs predominantly market neutral strategies, but may also invest in directional opportunities. Verition’s convertible investing strategies include both relative value trading and capital structure arbitrage. The relative value component of the convertible investing strategy involves taking offsetting positions in two similar issuers that Verition believes will either diverge or converge to an expected level. The capital structure arbitrage component of the convertible investing strategy involves purchasing different securities within the capital structure of a single issuer, in an attempt to profit from the relative mispricing of the securities within a company’s capital structure. Event‐Driven Trading Strategy

On behalf of its Clients, Verition invests in positions intending to profit from the consummation of a given corporate event, e.g., a takeover, merger, reorganization or conclusion of material litigation, or based upon the perception of a potential pending corporate event. Investments may be acquired passively in the secondary market, acquired through participation in merger and acquisition activity, or acquired with a view toward actively participating in a re‐capitalization or restructuring plan. Verition may actively attempt to modify or improve a restructuring plan with the intent of improving the value

of the relevant securities upon consummation of a restructuring. Additionally, Verition may take an active role and seek representation in management on a board of directors or a creditors’ committee. In order to achieve these objectives Verition may purchase, sell, exchange or otherwise deal in and with restricted or marketable securities including, without limitation, any type of debt security, preferred or common stock, warrants, options and hybrid instruments. Merger Arbitrage Strategy

On behalf of its Clients, Verition invests in the securities of publicly‐traded companies involved in prospective and definitive mergers or corporate combinations, acquisitions, cash tender offers, exchange offers or corporate recapitalizations in the expectation of profiting from the difference between the price of such securities at the inception of the investment and the price of such securities in expectation of or upon consummation of particular events. ETF Arbitrage Strategy

On behalf of its Clients, Verition seeks to exploit pricing inefficiencies between the public trading price of the shares of an ETF and the actual net asset value of the shares. The net asset value per share of an ETF will change as fluctuations occur in the market value of the ETF’s portfolio. The public trading price of ETF shares, however, may be different from the actual net asset value of such shares, i.e., ETF shares may trade at a premium over, or a discount to, the net asset value of the shares. Consequently, Clients may be able to purchase or redeem ETF shares at a discount or a premium to net asset value. Any difference in the public trading price and net asset value of ETF shares will present Verition with an arbitrage opportunity. The exploitation of such arbitrage opportunities by Verition and other market participants, including those with greater market information, however, should tend to cause the public trading price to track net asset value per share closely over time, thus limiting the opportunities for arbitrage. Special Situations Strategy

On behalf of its Clients, Verition, from time to time, invests and participates in special situations. Access to certain of these situations may derive from proprietary relationships of key personnel who have substantial experience in the sourcing, evaluation and trading of convertible securities and private financings. Special situation investments may be made in companies that are in distress or are “orphaned companies” that do not attract sufficient analyst or institutional attention to have ready access to the public capital markets. Verition may use credit analysis and structuring expertise to create equity‐linked and debt instruments which attempt to provide opportunities for attractive risk‐adjusted returns. However, there may be situations in which Verition does not use credit analysis and structuring expertise in such investments. Verition expects Clients will attempt to take advantage of situations in which interim “bridge” lenders find themselves unable to close out their position due to the inability of the borrower to refinance their loans. Verition may also attempt to take advantage of volatility or periodic tightening of credit markets, circumstances under which some lenders may be willing to accept discounts to fair value in order to be able to exit both outstanding bridge loans and undrawn lending commitments. Exchange Membership Strategy

On behalf of its Clients, Verition invests in futures, equity and/or options exchange memberships for the purposes of garnering exchange discounts and/or for investment purposes. Verition may use the exchange memberships to enter into floor trades for Clients’ accounts. By virtue of their presence on

the floor of the exchange, floor traders may have greater access to information on markets and are not subject to some of the fees charged to non‐member customers. Technical Strategy

The trading strategies utilized by Verition on behalf of its Clients may employ technical factors, i.e., the analysis of historical and current market data. Technical strategies are subject to the risk that unexpected fundamental factors or other factors may dominate the market during certain periods. The influx of different market participants, structural changes in the markets, the introduction of new financial products and other developments could materially adversely affect the profitability of technical strategies. Fundamental Strategy

On behalf of its Clients, Verition employs fundamental analysis, which posits that markets are imperfect and that mispricing can be identified between prevailing market prices and those indicated by underlying economic data. Fundamental analysis is subject, however, to the risk of inaccurate or incomplete market information, as well as the difficulty of predicting prices based on such information. Furthermore, even if the analyst is able successfully to identify mispricing on the basis of fundamental factors, there is the additional uncertainty of predicting the duration of such mispricing and, accordingly, when or whether it will be profitable to invest so as to profit from them. Fundamental investing is subject to significant losses when market sentiment leads to investment assets’ market prices being materially discounted from the level indicated by fundamental analysis, as in the case of “flights to quality” when the demand for investment assets other than government securities diminishes to a degree significantly in excess of that indicated by the fundamental differences between government and other securities, or when technical factors, such as price momentum or option expirations, dominate the market. Volatility Arbitrage Strategy

On behalf of its Clients, Verition takes positions, often highly complex, in options and other derivatives in an attempt to capture changes in implied market volatility, including in the equity markets, which is a principal component of the pricing of these instruments. Verition seeks to monetize such opportunities through the use of both fundamental analysis of the issuing companies and quantitative option and security valuation techniques. Emerging Markets Strategy

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Verition provides discretionary investment advice to the Funds. The investors in the Funds may include, without limitation, high net worth individuals, funds of funds, institutional investors, family offices, endowments, foundations, pension plans, sovereign wealth investors, consultants, insurance companies, banks, bank platforms and trusts. The U.S. Multi-Strategy Feeder limits its investors to persons who are both “qualified purchasers” as defined in the Investment Company Act and “accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”). Investors in the Offshore Multi-Strategy Feeder must either be both qualified purchasers and accredited investors, or non‐United States persons. The minimum initial investment in the Funds is $10,000,000 (or the equivalent in the currency applicable to the relevant Modified Class).

Verition may, in its sole discretion, waive any of the minimum investment requirements specified above, subject to applicable law.

Clients generally pay both management fee and performance-based compensation, some Clients or investors pay a reduced or no management fee and may pay a reduced or no performance-based compensation. Managing assets for different Clients with different fee structures, including, e.g., the side-by-side management of a Client that pays performance-based compensation and one that does not or of a Client that pays higher performance-based compensation than another, creates a conflict of interest for an adviser. Such an arrangement creates an incentive for an adviser to favor accounts with the most profitable performance-based compensation structure. These arrangements give rise to conflicts of interest regarding the allocation of investment opportunities and transactions among such Clients (i.e., cross trades).

In the event Verition trades on behalf of multiple Clients with differing compensation arrangements, Verition will endeavor to allocate investment opportunities among Clients in a fair and equitable manner so that over time, Verition treats Clients fairly and no Client is systematically disadvantaged. Verition’s trade allocation for any given Client or group of Clients may vary based on, among other things, differences in Clients’ investment objectives, capital constraints and any scheduled increase or decrease of any particular Client’s assets under management. Verition has adopted policies and procedures governing the identification, assessment and monitoring of conflicts of interest and policies and procedures to address the allocation of investment opportunities. In addition, members of Verition’s senior management will routinely consult with one another for the purpose of identifying conflicts and assessing the fairness of investment allocations. The performance‐based compensation received by Verition creates a conflict between Verition’s interest in earning a profit in the short term with the long‐term interests of the Funds and their investors. Specifically, Verition has an incentive to invest assets in investments that are riskier or more speculative than would be the case if Verition were only compensated based on a flat percentage of capital, because these investments may allow Verition to collect larger performance‐based compensation.

A minority equity interest in Verition is held indirectly by AMG through a wholly-owned subsidiary. AMG is a publicly-traded global asset management company (NYSE: AMG) with equity investments in certain other investment advisers, each of which, including Verition, is operated autonomously and independently. AMG does not have any role in Verition’s day-to-day business or operations. Verition conducts its asset management activity, including the exercise of investment discretion and voting rights, independent of AMG and its affiliates. AMG and its affiliates do not formulate advice for Verition’s clients, and do not, in Verition’s view, present any potential conflict of interest for Verition with respect to Verition’s clients. More information regarding AMG, including its public filings and a list of its affiliates, is available at www.amg.com.

As noted under Item 4 above, the Relying Advisers conduct a single advisory business with the Filing Adviser and rely upon Verition’s investment adviser registration under an umbrella registration. Verition Fund Management LLC is registered with the CFTC as a commodity pool operator and is a member of the National Futures Association (the “NFA”). Certain members of Verition Fund Management LLC are registered with the NFA as principals and/or associated persons. Verition relies on the “non-resident investment fund manager” exemption from registration as a non-Canadian resident investment fund manager with the Ontario Securities Commission. Verition is also registered as a foreign portfolio investor with the Securities and Exchange Board of India.

Verition Advisors (Canada) ULC is a subsidiary of Verition and is located in Toronto, Ontario, Canada. Verition, Verition Advisors (Canada) ULC and the Canada Master Fund have entered into an Investment Sub‐Advisory Agreement, as amended.

Verition UK is a subsidiary of Verition and is located in London, United Kingdom. Verition and Verition UK have entered into a Sub-Advisory Agreement. Verition UK is authorized and regulated by the United Kingdom Financial Conduct Authority in the conduct of its regulated activities in the United Kingdom.

Verition Singapore is a subsidiary of Verition and is located in Singapore. Verition and Verition Singapore have entered into a Sub-Advisory Agreement. Verition Singapore is authorized and regulated by the Monetary Authority of Singapore in the conduct of its regulated activities in Singapore. Verition DIFC is a subsidiary of Verition and is located in the Dubai International Financial Centre (“DIFC”). Verition and Verition DIFC have entered into a Sub-Advisory Agreement. Verition DIFC is authorized and regulated by the Dubai Financial Services Authority in the conduct of its regulated activities in the DIFC.

Verition Hong Kong is a subsidiary of Verition and is located in Hong Kong, SAR. Verition and Verition Hong Kong have entered into a Sub-Advisory Agreement. Verition Hong Kong is licensed by the Securities and Futures Commission of Hong Kong to conduct certain asset management regulated activities in Hong Kong.

Mr. Maounis operates a single member family office that utilizes a trading vehicle, Klexos LLC, which is managed on a discretionary basis by Amaranth Group, Inc. The family office is independent of the Filing Advisor, and Mr. Maounis is not involved in its trading and investment decision-making.

Code of Ethics As a SEC‐registered investment adviser, Verition has adopted a Code of Ethics pursuant to SEC Rule 204A‐1. The Code of Ethics includes Verition’s policies as they relate to personal investment and trading by Verition management and employees, and includes a requirement that securities holdings be reported and pre-approval procedures for transactions. The Code of Ethics defines material nonpublic information and the restrictions on trading on any material nonpublic knowledge and sets forth the responsibilities of all supervised persons relative to insider trading. The Code of Ethics includes policies and procedures on issues of security as they relate to sensitive and confidential materials and record retention of all documents and electronic information. All principals and employees of Verition must acknowledge that they understand and agree to comply with the Code of Ethics initially upon employment and must certify on an annual basis that they have read and understand the Code of Ethics and have complied with it.

In its role as investment adviser to the Clients, Verition and its principals and employees make investment decisions for the Clients. Verition and its principals and employees may trade and invest for their own accounts in the same securities as those in which it invests on behalf of the Clients. Trades for Verition, its principals or employees may be made at or near the time that trades are placed for the Clients. To address the conflicts of interest posed by this type of trading, Verition maintains a

Code of Ethics, which includes a personal investments transaction policy. Specifically, the Personal Investments Transactions Policy requires principals and employees to report all securities holdings and all transactions in securities, with limited exceptions for securities such as shares of mutual funds, which are reviewed by Verition’s compliance personnel to ensure that such transactions are not based on information concerning the Clients’ trades or with knowledge that they would disadvantage the Clients. Verition’s Code of Ethics is available to investors and potential investors upon request.

Generally The Clients maintain numerous brokerage and custody arrangements with banks and other established financial institutions. Verition is authorized to determine the broker or dealer to be used for each securities transaction on behalf of the Clients. In selecting brokers and determining commission rates, Verition takes into account the financial stability, strength and reputation of a broker and the quality of the investment research, investment strategies, special execution capabilities, willingness to execute related or unrelated difficult transactions, efficiency of execution and error resolution, clearance, settlement, custody, recordkeeping and other services provided by such broker, as described more fully below. Verition has, and may in the future, delegate the authority to determine brokers or dealers to certain sub-advisors pursuant to sub-advisory agreements. Soft Dollars

The Manager does not utilize “soft dollars,” though its policy permits it to do so. The Manager may utilize “soft dollars” in the future, as discussed below. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” to investment managers who use “soft dollars,” i.e., commissions generated by their advised accounts to obtain investment research and brokerage services from companies that provide lawful and appropriate assistance to the manager in connection with the investment decision-making process. Conduct outside of the safe harbor afforded by Section 28(e) is subject to the traditional standards of fiduciary duty under state and federal law. Research and brokerage services obtained by the use of commissions arising from a Client’s portfolio transactions may be used by the Manager in its other investment activities. A Client may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided in consideration of the soft dollars generated by a Client’s trading. The Manager is specifically authorized to direct brokerage to firms that provide such services.

Products and services which may be provided to Verition by a Client’s brokers may include, without limitation, clearance and settlement services, online access to computerized data regarding clients’ accounts, performance measurement data, consultations, economic and market information, portfolio strategy advice, industry and company comments, technical data, recommendations, general reports, custody, recordkeeping and similar services, newswire and data processing charges, quotation services, subscription fees to periodicals and other reasonable expenses incurred by Verition in performing services on behalf of the Funds.

In the last fiscal year, Verition has received from brokers trading execution software and communication lines, live exchange market data used in systematic trading strategies, telecommunication exchange lines for execution, exchange fees, exchange market data, traditional research reports, seminars and conferences, and/or market, economic, political and financial information.

The Manager pays bundled commission rates and receives research and brokerage provided by many of its executing and prime brokers. The Manager need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Commission rates are generally negotiable, and selecting brokers on the basis of considerations that are not limited to commission rates may result in higher transaction costs than would otherwise be obtainable. Brokers may provide research and brokerage services directly or by paying service providers engaged by the Manager. In addition, the Manager may, subject to its best execution policy, trade with certain brokers primarily in consideration for providing research services. In any such case the Manager will determine in good faith that the amount of commissions charged is reasonable in relation to the value of the brokerage and research products or services provided by the broker.

While the Manager does not currently utilize soft dollars, the Manager may in the future enter into arrangements under which certain direct expenses of a Fund are paid with soft dollars. To the extent the Manager determines to utilize soft dollars in the future, the Manager intends to only enter into such arrangements where it believes that it falls within the safe harbor of Section 28(e) and is administratively or operationally expedient to do so or where they are more favorable to a Fund than an arrangement under which a Fund pays for the products or services in question with cash. However, such arrangements make it more difficult for investors to evaluate the cost structure of a Fund because the costs of such products or services are not broken out separately. In addition to any soft dollar arrangements that the Manager enters into with brokers, brokers may provide certain research or other products or services to all of their customers, including the Manager, without being requested to do so. Similarly, brokers may refer investors to the Manager. The Manager may take advantage of the products or services provided rather than producing or paying for them from another provider. Similarly, the Manager may accept investor referrals from brokers in appropriate circumstances. In these situations, the Manager receives a benefit because it does not have to pay for the products or services, such as research, or because it will receive additional compensation if a Fund accepts new investments. The Manager has an incentive to recommend broker-dealers based on benefits that it receives from brokers, whether or not pursuant to soft dollar arrangements, rather than the interests of a Fund in receiving the most favorable execution. Any products or services that the Manager receives from broker-dealers may be used in connection with its management of all Client accounts, not just selected accounts. Allocation of Investment Opportunities

If Verition determines that it would be appropriate for more than one Client or other account managed by Verition to participate in an investment opportunity, Verition will seek to execute orders for all of the participating accounts on an equitable basis over time. Verition will determine the amount to be allocated to each Client and/or account based on a variety of factors which may include, but are not limited to: the investment strategies implemented (which may be similar, different or partially overlapping); capitalization; applicable investment restrictions, guidelines and client mandates; current capital exposures (including leverage) and portfolio allocations; liquidity profiles and constraints; and such other factors as may be enumerated in Verition’s allocation policies and procedures or that Verition otherwise deems appropriate. Accordingly, Verition may determine that it is not appropriate to allocate an investment opportunity pro rata in accordance with the relative capitalizations of such Client(s) and account(s). However, in the event investment capacity is limited, Verition generally will, if possible, make allocations between or among such Client(s) and account(s) pro rata in accordance with allocations that would have been made in the absence of such capacity constraints.

These factors provide substantial discretion to Verition in allocating investment opportunities. Further, two or more Clients or accounts may hold an investment for which there is extremely limited, or no, liquidity or that is subject to legal or other restrictions on transfer. In a situation where Verition is limited in its ability to dispose of an investment, Verition may consider such factors, among others, in allocating the sale of such an investment. Additionally, if an investment opportunity is available in limited quantities, Verition may have an incentive to allocate such investment opportunity to one Client or account rather than other Clients or accounts. For example, such an incentive may arise if the economic interests of Verition and its employees in certain of these Clients or accounts, when combined with their rights to management fees and/or performance-based compensation or other fees, are significantly larger than their direct and indirect economic interests in other Clients or accounts. Such an instance may lead to fewer, and less attractive, investment opportunities being made available to Clients than would have been the case had Verition and its employees been restricted from pursuing investment programs on behalf of other Clients or accounts.

Verition has developed the allocation policies and procedures generally described herein in an attempt to resolve those conflicts. These allocation policies and procedures take into consideration many of the above-enumerated factors, as well as other considerations, in determining how investment opportunities will be allocated among various Clients or accounts to whom such opportunities might be offered. Verition will endeavor to address the conflicts so that over time all Clients are treated fairly and equitably, and no Client is systematically disadvantaged. Verition maintains documentation regarding the capital of each Fund and the pro rata amount allocated to the Funds for each deal. Aggregation

To the extent feasible under applicable rules and regulations, if Verition determines to invest in a security at the same time for more than one account, it may aggregate orders for all such accounts simultaneously, and if an order is not filled at the same price, Verition may average the prices paid or use any other allocation technique it believes is fair. Similarly, if an order cannot be fully executed under prevailing market conditions, Verition may allocate the securities traded among different accounts on a basis which Verition considers equitable—generally pro rata in accordance with allocations that would have been made had the order been fully executed. Situations may occur in which a Client could be disadvantaged because of the investment activities conducted by Verition for other accounts managed by Verition.

Based on its allocation policies and procedures, Verition will generally be required to designate the amount of securities to be purchased or sold for each account participating in the bunched order at the time the order is communicated to the trading desk. This pre-determined allocation will be based upon a number of factors as generally described above. If a bunched order is not completely filled, it will typically be allocated on a pro rata basis to all Clients participating in the order promptly following execution in accordance with allocations that would have been made had the order been fully executed. Where a combined order is executed at more than one price over the course of a day, the executed transactions will be allocated so that each account receives the average unit price and bears its pro rata share of the transaction costs, to the extent reasonably practicable. To the extent that any of those orders remains unfilled following that allocation, the unfilled amount will be combined with subsequent orders in that security, if any, for allocation of subsequent transactions. In certain cases, when Verition determines that pro rata allocation is not appropriate under the particular circumstances, the allocation will be made based on other factors that Verition deems appropriate, including, without limitation, the avoidance of a Client holding odd lots or similar de

minimis number of shares or various other factors. In such cases, Verition will increase or decrease the amount of securities that would otherwise be allocated to each Client by reallocating the securities in a manner which Verition deems fair and equitable to Clients over time. Any deviation from pro rata allocation must be approved in advance by the Chief Compliance Officer, who will maintain a record of the reason for the deviation. Trade Errors

On occasion, trades may be executed on behalf of Clients that are inconsistent with the trading instructions of a Client portfolio manager or are the result of some other error in the trading process. Such trades are known as “Trade Errors” and are deemed to have occurred when, as a result of such inconsistency or other error in process: (1) the wrong instrument is purchased or sold; (2) the wrong quantity of an instrument is purchased or sold; (3) a purchase is made instead of a sale or a sale is made instead of a purchase; or (4) an instrument is purchased or sold in violation of regulatory or contractual obligations. “Trade Errors,” however, do not include (1) scenarios that do not result in a trade; (2) errors caused by brokers or other third parties; or (3) errors or other incidents that occur in connection with Verition’s use of models and/or data sources in the investment management process that may impact a Client’s portfolio.

Trade Errors are often associated with losses, but may in some instances result instead in gains. Verition will endeavor to detect Trade Errors before settlement and correct and/or mitigate them in an expeditious manner. To the extent a Trade Error is caused by a third party, such as a broker, Verition may seek to recover any losses associated with the Trade Error from such third party, but may choose not to do so in its discretion, and Verition will not be liable for such losses. Unless a Trade Error has resulted from the fraud, bad faith, gross negligence or reckless or intentional misconduct of Verition or its employees, any losses will be borne by the applicable Client. Any gains resulting from a Trade Error will be for the benefit of the applicable Client. Verition will determine in its sole discretion whether any Trade Error has resulted from the fraud, bad faith, gross negligence or reckless or intentional misconduct on its part. Investors should be aware that, in making such determinations, Verition will have a conflict of interest.

Verition does not accept an economic benefit from third parties for providing investment advisory services to Clients. Verition does not have any arrangements by which it pays an unaffiliated person or entity to solicit Clients on its behalf. Verition currently compensates appropriate registered selling agents and sponsors of investment vehicles that invest in the Funds, including the sponsor of any qualified domestic institutional investor, by sharing with the selling agent or sponsor a portion of the management fee and/or performance fee or allocation received by Verition or an affiliate thereof with respect to the shares/interests sold by the selling agent or purchased by such investment vehicle, as applicable. Any such selling agent or sponsor will have a conflict between its duty to its clients or investors and its interest in increasing its compensation by causing investments to be made, or recommending investments, in the Funds. All prospective investors whose investments may be subject to any form of placement fee and/or referral fee payable by the investor will be informed prior to the effective date of their investment, and given the opportunity to revoke or withdraw their prospective investment prior to its being made.

Mr. Maounis is the principal of Amaranth Advisors L.L.C. and related entities (collectively, “Amaranth”), which formerly served as the adviser of Amaranth LLC and related funds (the “Amaranth Funds”). The Amaranth Funds commenced an orderly wind-down in September 2006 after incurring a year-to-date loss of over 60% of their capital. Certain civil and regulatory proceedings were brought against Amaranth or parties associated with Amaranth. There are no outstanding civil or regulatory proceedings regarding Amaranth. All Amaranth Funds are closed and final distributions were made to investors.

Verition has developed trading and risk management systems which enable senior management and portfolio managers to review and oversee trading for the firm. The operations group reviews the portfolios to ensure that all transactions are recorded properly on a T+1 daily basis, monitors and/or resolves any trade breaks detected on T+1, and ensures that all positions are valued correctly on a monthly basis. The Chief Financial Officer or its delegate reconciles the profit and loss to the administrator on a monthly basis.

Verition or its delegate sends unaudited written monthly statements to each investor in the MultiStrategy Feeder Funds that include estimates of such Fund’s performance and the increase or decrease in net asset value as well as such other information as Verition may deem appropriate. On a quarterly basis, Verition sends each of its investors in the Multi-Strategy Feeder Funds an unaudited statement that includes the information described in CFTC Regulation 4.7. In addition, Verition or its delegate makes available to each investor an annual written report containing audited financial statements within 120 days, and typically within 90 days, of the relevant fiscal year‐end.

Under Rule 206(4)‐2 of the Advisers Act, Verition is deemed to have custody of the securities and other assets of the Funds. Verition is exempt from many of the provisions of Rule 206(4)‐2 because the Funds are audited in accordance with U.S. Generally Accepted Accounting Principles on an annual basis by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. As described above, audited financial statements are distributed within 120 days, and typically within 90 days, of the relevant fiscal year‐end.

Pursuant to the governing documents of the Funds, Verition has complete discretionary investment authority with respect to all securities owned by the Funds. There are no limitations on this authority. This authority is conveyed in the Funds’ governing documents and acknowledged by investors in their subscription agreements.

Verition has the authority to vote the securities held by the Funds.

In addition to proxy solicitation in connection with equity securities of traditional operating companies, “voting client securities” is deemed to include any consent requested in matters such as bankruptcy or insolvency, covenant waivers in connection with debt, approvals regarding the restructuring of debt and other rights and remedies with respect to securities.

In accordance with Rule 206(4)‐6 under the Advisers Act, Verition has adopted proxy voting policies and procedures reasonably designed to ensure that Verition votes proxies in the best interest of its clients. Neither the Funds nor any investor in the Funds may direct Verition’s vote with respect to any particular solicitation and all decisions relating to voting proxies are made by Verition. In certain instances, Verition has delegated the authority to vote proxies to third party managers – such proxy delegation only applies to the securities acquired by such third party managers on behalf of the Funds.

As a general matter, Verition seeks to be an active trader of securities without seeking to influence or control company operations or activities. Accordingly, where the voting of proxies is considered to be irrelevant to the investment decision to purchase, hold, or sell a security, Verition will not vote proxies on behalf of clients. For example, Verition’s quantitative strategy follows a systematic approach and generally involves a high volume of trading and very short holding periods and is not dependent on the outcome of proxy contests. In fact, in many cases Verition will have exited a position by the time it receives proxy voting material. Accordingly, in connection with its quantitative strategy Verition has determined not to vote proxies because the costs of such voting would outweigh the potential benefits to the Funds, although it reserves the right to vote proxies in connection with this strategy in the future.

To the extent the execution of a particular strategy involves voting proxies and/or Verition determines proxy voting to be cost effective, Verition will vote proxies on behalf of the Funds in the interest of maximizing investor value. To that end, Verition will vote in a way that it believes is consistent with its fiduciary duty and will cause the value of the issue to increase the most. Verition will take into account the recommendation of the relevant company’s board of directors in considering how to vote, but will vote against the board’s recommendation if it determines that it would be in the best interests of the Funds to do so. Decisions will not be made solely on social, ethical, moral or other non‐economic grounds. Consideration will be given to both the short and long-term implications of the proposal.

With respect to strategies where Verition is required to vote pursuant to its proxy voting policies, Verition may delegate to an independent proxy voting service the authority to exercise the voting rights associated with client holdings. Any such delegation will require that votes be exercised in accordance with Verition’s proxy voting policies. Verition currently has delegated responsibility for proxy voting to Institutional Shareholder Services, Inc. (“ISS”). Verition uses the service to vote both domestic and global proxies for its non-quantitative Client strategies, generally follows ISS voting recommendations, and relies on ISS to ensure soliciting materials that are received close to the submission deadline are incorporated into voting recommendations. Under certain circumstances, Verition may abstain from voting specific proxies for non-quantitative Client strategies if it determines that doing so is in the best interests of the Clients. Because Verition does not believe it is generally in the Clients’ best economic interests, Verition does not anticipate attempting to recall shares that have been lent or rehypothecated in order to participate in proxy voting. Verition follows procedures designed to identify conflicts or potential conflicts that could arise between its own interests and those of the Funds. If it is determined that any such conflict or potential conflict is not material, Verition may vote proxies notwithstanding the conflict. If it is determined, however, that a conflict of interest or potential conflict of interest is material, the Chief Compliance Officer will work with appropriate personnel to agree upon a method to resolve the conflict before voting proxies affected by the conflict. If the Chief Compliance Officer determines that a material conflict of interest exists, Verition may, at its expense, engage the services of an outside proxy voting service or consultant who will provide an independent recommendation on the direction in which Verition should vote on the proposal. In such circumstances, the proxy voting service’s or consultant’s determination will be binding on Verition. Verition may also elect to abstain from voting in conflict situations if it deems such abstinence in the Clients’ best interests.

Clients or investors in a Fund may request a copy of Verition’s Proxy Voting Policy, as well as relevant proxy voting records, by written request to: Wayne Lennon Verition Fund Management LLC One American Lane Greenwich, CT 06831

Verition does not require or solicit pre‐payment of more than $1,200 in fees per Client, six months or more in advance. There is no financial condition that is reasonably likely to impair Verition’s ability to meet its contractual commitments to Clients, and it has not been the subject of a bankruptcy petition.