Winton Capital Management

We are a quantitative investment management firm that trades evolving portfolios of investment strategies across the world’s major liquid asset classes. We are wholly owned by Winton Group Limited (together with its subsidiaries, “Winton”). Sir David Harding founded Winton in 1997, and he is the principal owner and Executive Chair of Winton. We are headquartered in London and have offices in New York, Hong Kong, Shanghai, Abu Dhabi and Sydney. We operate through a number of wholly owned subsidiaries that conduct regulated activities in relevant jurisdictions. Our business is overseen by our executive management team, which comprises senior leaders across Winton’s investment management, operations, client solutions, legal and human capital functions. The executive management team is responsible for the day-to-day management and strategic direction of Winton’s business and investment activities. We are authorized and regulated by the United Kingdom Financial Conduct Authority and registered as an investment adviser with the SEC. Registration with the SEC does not imply that we, or our associates, have attained a certain level of skill or training. We design, develop and implement quantitative investment strategies that seek to achieve our clients’ investment objectives. Our strategies span trading frequencies and styles and are implemented across thousands of exchange-traded and over-thecounter instruments. Our strategies are based on the rigorous statistical analysis of data and are expected to evolve over time, in response to market developments, changes in market liquidity, the availability of new data, or advances in research. We use various combinations of our strategies to provide investment advisory services to: (i) Winton-titled funds (“Funds”); and (ii) third-party funds or accounts (“Managed Accounts” and, together with the Funds, “Clients”). We provide investment advisory services to the Funds pursuant to the terms of each Fund’s investment management agreement, offering memorandum and governing documents. We provide investment advisory services to Managed Accounts pursuant to the terms of investment advisory agreements, which generally contain bespoke investment constraints. The investment management and investment advisory

agreements of the Clients and the offering memoranda and governing documents of the Funds are collectively referred to in this document as “Governing Documents.” We invest on behalf of our Clients long and short, using leverage, across global markets through a range of instruments, including, without limitation, equity-related instruments; fixed income-related instruments; commodity-related instruments; hybrid securities; futures; forwards; swaps; contracts for difference; securitized derivatives; digital asset investments; options; and other derivative instruments. Such instruments may be listed or unlisted, rated or unrated, and derivatives may be exchange-traded or over-the-counter, cleared or uncleared. Clients may also invest in other instruments consistent with their investment objectives and the relevant Governing Documents. Clients may also obtain exposure to certain instruments and markets described above, through collective investment schemes or other pooled investment vehicles managed or advised by us (each, a “Trading Portfolio”). Our investment process, including a discussion of how investment discretion and judgment are applied in managing Client assets, is described in more detail under Item 8 below. All discussions of the Clients in this document, including but not limited to their investments, objectives, investment strategies, fees and other costs, conflicts of interest and relevant material risks are qualified in their entirety by reference to the relevant Governing Documents for each such Client. This brochure does not constitute an offer to sell or the solicitation of an offer to purchase any securities issued by any entities described herein. As of December 31, 2025, we had regulatory assets under management (“RAUM”) of approximately $11,668,466,765, representing Client assets, both US and non-US domiciled, managed on a discretionary basis. For the purpose of calculating this figure, we have used the prescribed methodology for calculating RAUM. RAUM does not reflect assets under management relating to separately managed accounts where such accounts do not meet the criteria for inclusion in RAUM.

Fees payable to us and/or our affiliates by each Client for management and advisory services are set out in the applicable Governing Documents and in some cases include a performance-based fee (the “Performance Fee”), and/or an asset-based management fee (the “Management Fee” and, together with the Performance Fee, the “Advisory Fees”), all of which are charged in arrears. Advisory Fees for the Funds are generally not negotiable. Advisory Fees for Managed Accounts are negotiated. Accordingly, certain Clients have more favorable Advisory Fee arrangements than other Clients. Winton reserves the right to waive or reduce Advisory Fees for employees with respect to Funds and/or Managed Accounts. Currently Management Fees are not more than 2% per annum based on the relevant trading level of the account. Currently Performance Fees are up to 20% per annum of net capital appreciation in excess of unrecouped losses and are generally payable either on an annual or a calendar quarter basis. On termination of any Fund or Managed Account, any earned, unpaid Advisory Fees will be due and payable without penalty or other deduction. Neither we nor our employees accept any compensation, including transaction-based compensation, from third parties for the sale (or purchase) of investment products. We receive all our compensation from Clients’ Advisory Fees. In addition to Advisory Fees, Clients that follow certain investment strategies bear their allocable share of the costs and expenses we incur in recruiting and compensating certain investment team members and other employees of Winton who are engaged in the development and/or implementation of the relevant investment strategies (the “Investment Team Expenses”) and/or data-related fees and expenses (the “Data Costs”) and/or costs of technology service provision (the “Technology Costs”), as described further below and in the applicable Governing Documents. Investment Team Expenses include, without limitation, base compensation, discretionary performance-based or bonus compensation and signing bonuses; payroll taxes and other compensation expenses (including, without limitation, severance, overtime, relocation expenses, referral fees and “buyout” or breakage expenses); recruitment and retention expenses such as all expenses and costs

incurred in connection with personnel recruiting services and retention expenses (including, without limitation, recruitment retainers and fees, travel expenses, relocation expenses, personnel-related immigration expenses and reimbursement of certain legal expenses); and other employment benefits (including, without limitation, private healthcare and well-being, life assurance, group income protection and employer pension contributions). Data Costs include, without limitation, those relating to obtaining, storing, preparing, manipulating, evaluating and utilizing data of any kind, including data that relates to the research and monitoring of actual and prospective investments, transactional, risk, market and alternative data; all fees and expenses for investment research including corporate access services and services used for the processing and evaluation of datasets, data collection, alpha generation and portfolio optimization; news subscription services, research and market data incorporated into the cost of obtaining such research and market data (including the costs and expense of any licenses). Technology Costs include, without limitation, cloud computing, data centers, hardware, software and services, licensing fees incurred in connection with all hardware, software tools, programs or other technology utilized in the operation of the relevant investment strategy and facilitating and managing the purchase and sale of

investments

(including

third-party

software

licensing,

implementation,

management and recovery services and custom development costs). Certain Clients are allocated Investment Team Expenses, Data Costs and/or Technology Costs (together “Pass-Through Expenses”) and such Pass-Through Expenses are, in some cases, subject to agreed annual expense caps, as agreed in the applicable Governing Documents. The allocation and calculation of our Clients’ allocable expenses will, unless otherwise agreed in writing with the relevant service provider, be determined by us in accordance with our expense allocation policy, procedures and other relevant policies established from time to time. The allocation of Pass-Through Expenses creates a conflict of interest because such allocation reduces our costs and expenses. As the Pass-Through Expenses benefit us, both directly and indirectly, this discretion creates a significant conflict of interest that has been disclosed to relevant Clients in advance of the implementation of PassThrough Expenses.

There can be no assurance that Pass-Through Expenses will deliver any benefit for the profitability of a Client. Pass-Through Expenses, similar to other fees and expenses borne by a Client, will adversely affect the performance experienced by the Client and can cause a Client to experience net losses even where the performance experienced by the Client was profitable gross of such costs. The effect of PassThrough Expenses can be material. We have discretion to determine which expense items constitute Pass-Through Expenses and to determine whether and to what extent Clients benefit from the relevant investment teams, data and/or technology. Where applicable, Winton will make determinations regarding benefit, utilization and/or time commitment as appropriate in order to assess which and to what extent Pass-Through Expenses are attributable to each Client. Certain Clients are only charged Advisory Fees and, in respect of such Clients, the proportion of Pass-Through Expenses attributable to such Clients are borne by us. This allocation is to recognize use of such assets by such other Clients and to ensure fairness to Clients that are subject to Pass-Through Expenses. Allocation of Pass-Through Expenses are based on assumptions and estimates made by us, which can result in disparity between figures allocated and realized. While PassThrough Expenses are allocated and calculated in accordance with our expense allocation policy, there can be no assurance that any Pass-Through Expenses will be allocated in a particular manner. We may amend our expense allocation policy at any time without notice. See Item 6 below for more information about Performance Fees and related conflicts of interest. Operating Fees, Charges and Expenses In addition to Advisory Fees and, as applicable, Pass-Through Expenses, Clients bear certain direct and indirect operating costs and expenses incurred in connection with their operation, as set out in the relevant Governing Documents. To the extent such costs are incurred by us on behalf of Clients, we are entitled to reimbursement where permitted under the relevant Governing Documents. For Funds, such operating costs and expenses will generally include, without limitation and as applicable, brokerage commissions, costs associated with trade execution, confirmation and reporting, collateral management and reconciliation charges and costs relating to the receipt of Trade Ideas (as defined in Item 8),

administration fees, custodial fees, fees and expenses associated with the establishment and offering of the relevant Fund, costs and expenses of directors, legal advisers, representatives, paying agents, auditors, proxy voting service providers, company secretarial providers, registered office providers, money laundering reporting officer(s), third-party service providers to assist in the preparation and submission of regulatory and compliance filings and costs relating to custody of founder shares; insurance expenses relating to us, the relevant Fund and/or our respective directors and officers, including premiums for directors’ and officers’ liability insurance, professional liability insurance, fraud and liability insurance and cybersecurity insurance; expenses relating to communications with shareholders (“Fund Investors”) and prospective shareholders Fund investors their respective representatives, agents and advisers, including investor services and all expenses of meetings of shareholders and of preparing, printing and distributing associated documents, financial and other reports, prospectuses and similar documents; licensing and other governmental filing fees, membership of exchanges and business associations; all other organizational and operating expenses relating to the operation of the relevant Fund; and, in each case, as applicable, associated software costs, including costs of associated third-party software providers. For Managed Accounts, such operating costs and expenses are negotiated and agreed with each Client and set out in the relevant Governing Document. Trading Portfolios generally incur expenses similar to those summarized above and each Client invested in a Trading Portfolio, as an investor in the Trading Portfolio, will bear its pro rata share of the expenses of such Trading Portfolio. Other than company secretarial fees and expenses which are paid to us in exchange for services provided and expenses incurred by us for relevant Funds, we do not receive any portion of such operating costs and expenses. Certain Clients, as set out in the applicable Governing Documents, are subject to a research charge which is used to fund a research payment account (“RPA”) and used for the purpose of acquiring third-party research for Clients. The RPA is operated in order to facilitate compliance with regulatory requirements applicable to Winton. An annual research budget will be agreed with any participating Client. Item 12 below describes the factors that we consider in selecting or recommending counterparties or brokers for the execution of Client transactions and determining the reasonableness of their compensation.

A.

Methods of Analysis and Investment Strategies

1.

Investment Process

Our investment strategies follow a systematic investment process. This involves the ingestion and quality checking of new data; the generation of trading and risk signals on this data; and the execution of position changes, with both pre-and post-trade monitoring and risk management oversight. These investment strategies are combined within certain Client’s portfolios by allocation of assets across one or more strategies. In such cases, the allocation between investment strategies is determined by us in accordance with portfolio limits, risk limits, parameters and other constraints set by us and revised over time. While our strategies are systematic, their implementation incorporates elements of judgment and discretion, including decisions regarding the selection and weighting of signals, the amount of leverage used, the instruments traded, and the overall portfolio composition. 2.

Risk Management

Management of the risk arising from market fluctuations is an integral part of our investment process. One key determinant of risk is the amount of leverage used. In order to decide upon the level of leverage, comprehensive information is required on the risks our relevant investment strategies are taking, including: realized and forecast volatility; portfolio sensitivity to various factors; scenario tests and stress tests using various proprietary methods; forecasts of extreme loss scenarios and measures of margin employment. 3.

Investment Objective

The investment objective of our investment strategies is to achieve long-term capital appreciation through compound growth. There is no guarantee that this objective will be met for any Clients. It is possible that the performance of Funds and Managed Accounts that follow the same investment strategies will be materially different for a number of reasons, including, without limitation, differences in investment universe, investment

restrictions, leverage, the amount invested, timing of subscriptions and withdrawals and fees and expenses. B.

Risk of Loss

The following is a brief summary of certain material risks associated with our methods of analysis, investment strategies and the instruments in which certain of our Clients can invest. A more comprehensive discussion of material risks for the Funds is included in the relevant Governing Documents.

Risks related to investing in general: No Guarantee of Profit or Against Loss. A Client’s investment is speculative and involves substantial risks, including the risk of loss of a Client’s entire investment. No guarantee or representation is made that a Client will achieve its investment objective and investment results may vary substantially over time. Certain investment techniques utilized in the investment process, including investments in derivatives and short sales, can, in certain circumstances, substantially increase the adverse impacts to which a Client is subject. Past performance is no guarantee of future results. There is no assurance that the investment strategies will provide any positive return or will not incur substantial losses. Leverage. Certain Clients use leverage (including through borrowings) for the purpose of making investments. The use of leverage creates particular risks and may significantly increase a Client’s investment risk. Leverage creates an opportunity for greater yield and total return but increases a Client’s exposure to capital risk and, if leverage is in the form of borrowing, interest costs. The use of leverage in a market that moves adversely could result in substantial losses to a Client, which would be greater than if leverage was not used. Leverage can result in losses equal to or in excess of the capital invested. Changes in overall market leverage, deleveraging as a consequence of a decision by any counterparty with which a Client enters into derivative transactions to reduce the level of leverage available, or the liquidation by other market participants of the same or similar positions, may also adversely affect a Client’s portfolio. Holding of Cash. Certain investment strategies result in significant levels of cash being held by the Client. Clients should note that cash held in an investment portfolio is not equivalent to cash held in a deposit account and the return on such cash may be less than prevailing interest rates. The amount of cash held is subject to fluctuation. High Volatility. The markets in which Clients invest are subject to high levels of volatility. Price movements are influenced by a variety of factors, including: changing supply and demand relationships; trade, fiscal, monetary and exchange control programs and policies of governments; political and economic events and policies; changes in interest rates and rates of inflation; currency devaluations and reevaluations; market sentiment; and force majeure events, including natural disasters, pandemics or any other serious public health concern, war or terrorism. Such volatility could result in significant losses for a Client.

Transaction Costs. Certain investment strategies involve a high level of trading and turnover of instruments, which can generate substantial transaction costs that will be borne by the relevant Clients. Illiquidity of Markets and Instruments. Clients can be adversely affected by a decrease in market liquidity for the instruments in which they invest if positions cannot be adjusted at the desired price and/or time. Securities and/or markets can be subject to suspension in certain circumstances. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as when governments take or are subject to political actions that disrupt the markets in their currency or major exports, can also affect the liquidity of the markets, thereby making it difficult to liquidate a position. The large size of the positions controlled by us on behalf of our Clients will exacerbate the risk of illiquidity by both making such positions more difficult to liquidate and increasing the losses incurred while trying to do so. General Economic and Market Conditions. The success of Clients’ activities is affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls and national and international political circumstances. These factors generally affect the level and volatility of prices, and the liquidity of Clients’ investments. Systemic Risk. Credit risk can arise through a default by one of several financial institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and can adversely affect intermediaries with which a Client interacts. Short Selling. Certain investment strategies incorporate short selling whereby we sell securities that Clients do not own or take short positions through other instruments. A short sale involves the theoretically unlimited risk of an increase in the market price of the securities or other instruments sold short. There can be no guarantee that instruments necessary to cover a short position will be available for purchase. Regulatory and legislative action affect short selling in certain jurisdictions. Accordingly, if we are not able to execute trades in accordance with the relevant investment strategy, our ability to achieve a Client’s investment objective will be constrained.

Suspension or Deferral of Redemptions. The redemption of shares by Fund Investors from the Funds may be suspended or deferred in the circumstances described under the Governing Documents. Any shares, the redemption of which is suspended or deferred, will remain exposed to the performance of the Fund and, accordingly, the relevant Fund Investors will bear the risk of remaining invested in the Fund pending satisfaction of their redemption request in full. Redemption requests in relation to the shares in a Trading Portfolio are deferred in accordance with the Governing Documents of the relevant Trading Portfolio. Certain other entities managed or advised by us are also permitted to invest directly in the Trading Portfolios. Other Clients of the Trading Portfolios have different rights to those of the Fund in respect of, inter alia, transparency and/or liquidity rights and/or applicable Management and/or Performance Fees. Availability of Investment Strategies. The success of a Client’s investment activities depends on our ability to identify overvalued and undervalued investment opportunities and to exploit price discrepancies in the financial markets, as well as to assess the significance of news and events that affect those markets. Identification and exploitation of the investment strategies involves a high degree of uncertainty. No assurance can be given that we will be able to locate suitable investment opportunities in which to deploy all of a Client’s assets or to exploit discrepancies in the securities and derivatives markets. A reduction in market liquidity or pricing inefficiencies in the markets in which a Client invests, as well as other market factors, may reduce the scope for the investment strategies. Risks associated with specific instruments: Commodity-Related Investments. Exposure to the commodities markets (including via commodity futures) can subject Clients to greater volatility than investments in traditional securities. Prices of commodities can fluctuate significantly over short periods as a result of a variety of factors, including changes in supply and demand relationships, changes in interest or currency exchange rates, population growth and changing demographics and factors affecting a particular industry or commodity, such as drought, floods or other weather conditions, transportation bottlenecks or shortages, competition from substitute products, fiscal, monetary and exchange control programs, disease, pestilence, acts of terrorism, embargoes, tariffs and international economic, political, military, legal and regulatory developments. Further, lack of liquidity, participation of speculators and government regulation and

intervention, among other factors, subject commodity markets to temporary distortions or other disruptions. Contracts for Difference (“CFDs”). CFDs are contracts between two parties, buyer and seller, stipulating that the seller will pay the buyer the difference between the current value of an asset (a security, instrument, basket or index) and its value at contract time. If the difference is negative then, instead, the buyer pays instead to the seller. CFDs allow investors to take synthetic long or synthetic short positions with a variable margin, which, unlike futures contracts, have no fixed expiry date or contract size. Unlike shares, with CFDs the buyer is potentially liable for far more than the amount paid on margin. Convertible Securities. Convertible securities are securities that can be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. The value of a convertible security is sensitive to movements in interest rates and is also influenced by the credit quality of the issuer and the market value of the underlying equity. A convertible security generally will trade at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. Any profits (and the avoidance of any losses) with respect to a Clients’ purchase or sale of any convertible securities will be dependent on our successful assessment of the foregoing factors. Convertible securities may be subject to redemption at the discretion of the issuer, at a price set out in the terms of the security. Should a Client hold a convertible security that is called for redemption, the Client may be required to allow the issuer to redeem the security, convert it into the underlying common stock, or sell it to a third party. Each of these scenarios carries the risk of potential losses to a Client. Credit Default Swaps. We take long and short positions on behalf of certain Clients in credit default swaps. A credit default swap is a type of credit derivative which allows one party (the “protection buyer”) to transfer credit risk of a reference entity (the “reference entity”) to one or more other parties (the “protection seller”). The protection buyer pays a periodic fee to the protection seller in return for protection against the occurrence of a number of events (each a “credit event”) which may be experienced by the reference entity. Credit default swaps carry specific risks including, but not limited to, high levels of leverage, the possibility that premiums are paid for credit default swaps which expire worthless, wide bid/offer spreads and

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As described in Item 4 above, our Clients are the Funds and Managed Accounts. The Fund Investors and Managed Accounts include, without limitation, pooled investment vehicles, pension funds, foundations and endowments, private banks, distributor platforms, sovereign wealth funds, funds of funds, insurance corporations, family offices and high net worth individuals. We also provide investment advisory or sub-advisory services to registered investment companies under the US Investment Company Act of 1940, as amended (the “Investment Company Act”) and act as sub-adviser to investment funds regulated in the European Union, including under the Undertakings for Collective Investment in Transferable Securities (UCITS) framework. Winton and employees invest in certain Funds and we provide management services to an employee (see Item 11 for further information). The minimum investment and other requirements for investing in each Fund are set out in the relevant Governing Documents. Funds offered through private placement in the United States are structured as private investment companies that are exempt from registration under Section 3(c)(7) of the Investment Company Act. As a result, US domiciled Fund Investors must be “Qualified Purchasers” as defined in the Investment Company Act and the rules thereunder, “Accredited Investors” as defined in Regulation D under the US Securities Act of 1933, as amended, and “Qualified Eligible Persons,” as defined in the US Commodity Exchange Act and the rules thereunder. Investments in the Funds are subject to minimum investment requirements as set out in the relevant Governing Documents. Managed Accounts are established pursuant to individually negotiated investment advisory agreements. There is no predetermined minimum account size for Managed Accounts; account size and related requirements are determined on a case-by-case basis.

As described in Item 5 above, we charge Performance Fees to certain Clients. Performance Fees are fees based on a share of net capital appreciation of the Client’s assets in excess of unrecouped losses. Performance Fee arrangements create an incentive for us to invest Clients’ assets in ways that are riskier or more speculative than under a different fee arrangement. In addition, certain Clients pay higher Performance Fees or utilize higher levels of leverage (which can, depending on investment performance, have the effect of such Clients paying relatively higher Performance Fees) than other Clients, some of which pay no Performance Fees, and this creates an incentive for us to favor such higher fee-paying Clients in the allocation of investment opportunities. Our allocation policy is intended to ensure that investment opportunities are allocated in a manner that: (i) treats all Clients fairly and equitably over time; (ii) prevents the aforementioned conflicts from influencing the allocation of investment opportunities among Clients; and (iii) complies with applicable regulatory requirements. In addition, we have an allocation algorithm that allocates all filled orders based on a defined allocation procedure reasonably designed to treat all Clients fairly and equitably over time. We will generally restrict, limit or reduce the amount of a Client’s investment in a security where holdings in such security by a Client, or across Clients in the aggregate, exceed a certain ownership threshold or would otherwise result in excessive transaction costs. In these situations, we also have the discretion to determine not to engage in an investment for a Client, even where such investment could be beneficial to the Client. This can occur when a position or transaction is subject to regulatory or other restrictions. When we allocate investment opportunities, we take into account the factors noted above, as applicable, and as a result, it is possible that some or all of the eligible Clients will not receive a pro rata allocation, or any allocation. We may determine to limit or restrict new subscriptions to certain vehicles where capacity constraints are identified from time to time. In certain circumstances, additional investments from existing Clients into vehicles that are otherwise closed for new investment may be accepted.

Our conflicts of interest policy is available upon request. Pursuant to US Commodity Futures Trading Commission (“CFTC”) Regulation 1.35(b)(5)(iii) and NFA Compliance Rule 2-10 and its accompanying Interpretive Release (Interpretive Notice 9029), we will make the following information available to Clients and Fund Investors, the CFTC, the US Department of Justice, or other appropriate regulatory agency, upon request: (i)

the general nature of the allocation methodology we use;

(ii)

an indication of whether any account in which we have an interest is or will be included with Client accounts in bunched orders eligible for post-execution allocation; and

(iii)

a summary or composite data sufficient for a Client to compare its results with those of other comparable Clients and any account in which we have an interest.

Our sole business is providing investment advisory services. We are registered with the CFTC as a commodity pool operator and commodity trading adviser. We are also a member of the US National Futures Association (“NFA”). Certain management persons are registered with the NFA as associated persons and/or principals. We are not registered, nor do we have an application pending to register, as a brokerdealer. A number of our personnel are registered representatives of Foreside Fund Services, LLC (“Foreside”), a third-party broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Association, Inc. We have entered into an agreement with Foreside pursuant to which such registered representatives shall be permitted to offer certain Funds in the United States. We have a branch in Abu Dhabi licensed by the Financial Services Regulatory Authority of Abu Dhabi that provides marketing support to locally based Clients and Fund Investors. The branch does not deal with US Clients. We are affiliated with the following subsidiaries of Winton: -

Winton Fund Management Ireland DAC (“WFMI”), a management entity which is authorized and regulated by the Central Bank of Ireland. We provide investment management services to and receive compensation from WFMI.

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Winton Capital US LLC (“WCUS”) which is registered with the CFTC as a commodity pool operator and commodity trading adviser and is a member of the NFA. WCUS acts as the co-commodity pool operator of certain Funds for US marketing purposes.

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Winton Investment Management (Shanghai) Co., Ltd. which is a wholly foreignowned enterprise in China and holds licenses to manage open-ended contractual funds targeted at qualified domestic investors licensed and registered with the Asset Management Association of China and provide advisory services to China based Clients.

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Winton Capital Asia Limited which is licensed by the Hong Kong Securities and Futures Commission to carry out ‘Advising on Futures Contracts’ (Type 5).

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Winton Capital Australia Pty Ltd which acts as our appointed representative for the purpose of marketing activities in Australia and carries out its operations through reliance on the Australian Securities and Investments Commission (“ASIC”) Class Order 03/1099 (as extended by the ASIC Corporations (Repeal and Transition) Instrument 2016/396).

We maintain a conflicts of interest policy and a log of identified material conflicts and the means to address or resolve them, which is reviewed on a periodic basis.

Personal Trading

We have a written code of ethics and accompanying policies (the “Code”) which all of our employees must read and observe. Compliance with the Code is a material term of our employees’ employment contracts and any employee who fails to observe the Code can be subject to disciplinary action. Our Compliance Department monitors and reviews compliance with the Code. The Code is available to Clients and prospective clients on request. The Code includes policies and procedures designed to, among other things: (i)

ensure that we act in accordance with our fiduciary duties to our Clients;

(ii)

ensure that we and our employees comply with applicable laws, regulations and rules, including, for example, in relation to material information that has not been publicly disseminated;

(iii)

prevent and manage market abuse including improper personal trading by our employees and any accounts in which they have a beneficial interest as defined in the Code (“Associated Accounts”);

(iv)

identify and disclose actual or potential conflicts of interest; and

(v)

ensure that any identified conflicts are resolved in favor of our Clients.

Our employees and their Associated Accounts can invest, subject to applicable eligibility criteria, in the same securities and other instruments that we invest in for our Clients, simultaneously or otherwise, and may take positions that are different from or opposite to the positions taken by such Clients (“Personal Investments”). Personal Investments are subject to personal trading requirements that are set out in the Code which are designed to enable potential conflicts to be identified. These include: (i) a pre-clearance requirement for certain instruments; (ii) a minimum holding period requirement; (iii) a holdings and transaction disclosure requirement; and (iv) a ban with respect to investing in certain instruments. Personal Investments are subject to appropriate post trade monitoring by our Compliance Department. We also manage accounts for an employee in respect of their Personal Investments. The employee’s Personal Investments are subject to the same personal trading restrictions that are set out in the Code.

We, our related persons, and certain Clients hold investments in one or more Funds and may have financial exposure to such Funds. Such investments create an incentive for us and our related persons to take investment actions based on our Personal Investment interests which might diverge, in some cases, from the interests of other Fund Investors or to favor or disfavor certain Funds over other Funds or Managed Accounts based on pecuniary interests. Conflicts that arise from these circumstances are mitigated by several factors, including: (i) the requirement that any material changes to the strategies must be reviewed by the Chief Investment Officer; (ii) the fact that our strategies are designed to achieve long-term capital appreciation as opposed to short-term profits; (iii) the fact that most of our investments are made in accordance with the signals generated by the relevant systems; and (iv) the restrictions with respect to Personal Investments as covered by the Code, including certain standards of conduct. From time to time, we expect to establish certain Funds and Managed Accounts in order to research, trade and develop new strategies (“Seed Accounts”). Winton invests its own capital in Seed Accounts. The purpose of Seed Accounts is to test new strategies with live trading before such strategies are potentially made available for investment by external Clients. Seed Accounts can be highly profitable and there is no guarantee that they will be made available to external Clients or they could be made available to certain Clients but not others based on a variety of factors, for example, their investment objectives, risk profile, and regulatory or other constraints. Seed Accounts may create potential conflicts of interest, for example, the potential for Seed Accounts to be capacity constrained and profitable such that Winton is conflicted in making them available for investment by external Clients. The CIO and the allocation committee are responsible for managing this conflict and determining if and when Seed Accounts and/or their underlying strategies are made available for investment by external Clients. Trading constraints that may create a conflict, such as speculative limits or stock loan inventory, will generally be allocated on an equitable basis between Seed Accounts and external Clients. Execution of orders is handled in accordance with the methods described in Item 12 below. Item 6 above describes our procedures for allocating trades among our Clients including procedures for order aggregation.

We use a number of execution management systems and methodologies for the execution of Client transactions. The majority of orders are routed electronically through a broker-dealer for execution across one or more trading venues or liquidity sources in accordance with the broker’s execution arrangements. A minority of orders are allocated to our trading team for manual execution. How and when an order is routed depends on a number of factors, including market characteristics, level of electronic access, strategy objectives and order size. We have discretion to select a counterparty or broker for the execution of Client transactions consistent with our duty to seek best execution. We select counterparties or brokers based on a number of factors, which generally include: (i) competitiveness of commission rates or spreads; (ii) an analysis of the broker’s execution algorithms; (iii) quality of service; (iv) breadth of market access; (v) willingness to commit capital; (vi) creditworthiness; (vii) reputation; and (viii) financial stability. We do not have formal “soft dollar” arrangements. No broker commissions are used to obtain non-execution services. Any payment for Trade Ideas, research or data is made independently of broker commission. We can receive Trade ideas, research, data or similar products or services from trading counterparties and/or brokers at no additional cost, where permitted by applicable regulations. The receipt of such products or services is not linked to any commitment to direct brokerage or trading volume to such counterparties or brokers. However, the receipt of such products or services presents a potential conflict of interest because it may provide an incentive to select or continue relationships with such counterparties or brokers. We negotiate commission rates based on the level of service required, the type of order flow involved and the prevailing market conditions. As a result, Clients could pay in excess of the lowest commission rates available for execution services. Certain counterparties or brokers that we use to execute Client transactions are also our clients and/or refer clients to us, which creates potential conflicts of interest in that we could prefer these counterparties or brokers based on our interest in receiving referrals. These conflicts are addressed by the fact that we adhere to a policy that prohibits us from considering any factor other than our duty to seek best execution for our Clients when we execute Client transactions.

Where feasible, we generally aggregate purchase and sale instructions for execution across Client accounts participating in the same investment strategy to promote execution efficiency and fair allocation of prices achieved. Different execution methodologies can be applied to different investment strategies depending on the strategy objective. Therefore, even where Clients trade the same financial instruments during the same time period, differences in execution methodology can result in different execution prices. Item 6 above describes our procedures for allocating trades among our Clients, including procedures for order aggregation. We do not permit Clients to direct brokerage in the execution of trades.

We are compensated solely by Clients. We do not receive commissions or other compensation from product sponsors, broker-dealers or any unrelated third parties. We have contractual arrangements with third parties that solicit Clients on our behalf. Certain Funds pay additional selling compensation to distributors or distributors may receive a portion of management fees for their services in promoting Funds. Accordingly, such distributors will have a conflict of interest in making recommendations to their clients in respect of such Funds. Any such arrangements will comply, as applicable, with Rule 206(4)-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

We have no legal or disciplinary events that are material to a Client or prospective Client’s evaluation of our advisory business or the integrity of our management to disclose.

We systematically monitor and review Client accounts on a regular basis to determine, among other things, whether they are appropriately positioned and whether any investment constraints in the applicable Governing Documents are being followed. This monitoring and review process is carried out by individuals who are managed by our Head of Investment Operations and overseen by our Compliance Department. Managed Account Clients receive monthly client reporting required under MiFID 2 and regular account statements from their counterparties (i.e., custodians, clearing brokers and, if they trade individual equities, prime brokers) that include a detailed list of all relevant positions, valuations, transactions and fees. Fund Investors receive holding statements that include valuation and performance details, as well as copies of the annual audited financial statements for the applicable Funds, which are made available through the Funds’ administrators and/or via our investor portal. In addition, we or our affiliates make available via our investor portal supplementary reports, research papers and a suite of performance and risk measures. Certain Fund Investors also receive risk reports compiled by third-party risk aggregators, which are based on position data provided directly by the Funds’ administrators to such aggregators.

We do not maintain physical possession of Client assets, provide custodial services or hold Client money. The Funds’ assets are held by banks or broker-dealers that are qualified custodians. With respect to Managed Accounts, the Managed Account is responsible for appointing and monitoring one or more qualified custodians. Each Managed Account should carefully review the account statements that it receives from its qualified custodian to determine that they completely and accurately state all holdings in the relevant account and all account activity over the relevant period. Additionally, to the extent that any Client receives statements from us and from a qualified custodian, Clients or their designee should compare these statements. In addition, client assets in Funds could be subject to liquidity constraints imposed by the directors of the Funds, such as the implementation of deferred redemptions. In certain jurisdictions, these factors may result in us being deemed to have custody of client assets. For US clients, we are subject to Rule 206(4)-2 of the Advisers Act (the “SEC Custody Rule”), under which we are deemed to have custody of certain Fund assets by virtue of the role of our affiliates, Winton Capital (Cayman) Limited and Winton GP Services (Cayman) Limited, as general partners of certain Funds. In addition, we provide advisory services to a registered investment company under the Investment Company Act, the assets of which are maintained with a qualified custodian in accordance with applicable law. With respect to such Funds, we satisfy the requirements of the SEC custody rule for such Funds by having their financial statements audited in accordance with the requirements of the SEC Custody Rule and distributed within 120 days after the relevant financial year end. Fund Investors who do not receive these in a timely manner should contact us immediately.

We manage all Client assets on a discretionary basis. Subject to any investment constraints in the relevant Governing Documents, we generally determine: (i)

the type and number of instruments to be bought or sold for our Clients;

(ii)

the executing brokers that we use when effecting such investments; and

(iii)

the commission rates paid to such executing brokers.

Managed Accounts can agree to bespoke investment constraints with us (such as margin to equity limits or the exclusion of certain markets) and such constraints will be set out in the Governing Documents. Any such constraint serves as a limit on our investment discretion and can adversely impact account performance. Fund Investors in co-mingled Funds generally cannot impose bespoke investment constraints.

A Client’s Governing Documents may grant us authority to vote proxies on behalf of the Client. When voting proxies for the Clients that have delegated such authority to us, we have engaged Institutional Shareholder Services (“ISS”), an unaffiliated service provider, to assist in the proxy voting process. Winton has directed ISS to vote Client proxies consistent with pre-set voting guidelines, specifically, the ISS sustainability policy. With respect to environmental, social and governance matters, the ISS sustainability policy seeks to promote support for recognized global governing bodies promoting sustainable business practices advocating for stewardship of environment, fair labor practices, non-discrimination, and the protection of human rights. Further information on the ISS sustainability policy is available on request. Although we will generally rely on the recommendations of ISS, we reserve the right to exercise discretion in voting proxies and may vote proxies in a manner other than that specifically set out by ISS when we determine that to do so is in the best interests of one or more Clients. We do not anticipate any conflicts of interest in our proxy voting practices. However, should such conflicts arise, we will seek to resolve them equitably. In the event that we do exercise discretion in voting proxies, our Compliance Department will evaluate the matter to be voted on for any potential conflict of interest with Clients and will maintain documentation related to the voting decision. In addition, there can be situations where we determine that it is not in the Clients’ best interest to vote proxies. For example, we determine not to vote proxies where: (i)

the cost of voting a proxy outweighs the benefit of voting the proxy;

(ii)

there are legal encumbrances to voting, including blocking restrictions that preclude the ability to dispose of a security if we vote a proxy, laws requiring the appointment of a local power of attorney to facilitate voting instructions, laws requiring us to obtain additional consents from clients or beneficial owners to vote a proxy, or other cases where we are prohibited from voting by applicable legal or market requirements;

(iii)

we have not been provided sufficient time to process the voting of a proxy;

(iv)

we have outstanding sell orders on a company’s shares, or otherwise intend to sell a company’s shares, prior to such company’s meeting date; or

(v)

Clients hold shares on a company’s record date but sell those shares prior to such company’s meeting date.

Clients or Fund Investors can contact us at investorservices@winton.com to request our proxy voting policy and procedures, information about ISS’ policy formulation process and a quarterly record of all proxy votes cast on behalf of the relevant Client.

This item is not applicable. We do not have any financial condition that is reasonably likely to impair our ability to meet contractual commitments to Clients.