• S&P 500 7,659.44 −1.09%
  • Dow Jones 52,002.41 −0.34%
  • Nasdaq 26,713.03 +0.08%
  • VIX 19.99 +21.45%
  • 10-year Treasury 5.09% −0.01
  • Dollar index 121.40 −0.14%
  • WTI crude $101.91 +1.04%

Anson Funds Management LP: investment adviser

Anson Funds Management LP is an investment adviser registered with the SEC (file 801-74180, CRD 125109). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$3.0B
Discretionary
100%
Accounts
6
Employees
4
In advisory roles
1
Disclosures
1

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports that it or a related person has custody of client cash and securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Private funds and other pooled vehicles6$3.0B100.0%

How it is paid

  • A percentage of assets under your management
  • Performance-based fees

Services

  • Portfolio management for pooled investment vehicles (other than investment companies)

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Indirect owners (Schedule B)

OwnerOwns a stake inTypeStakeControlPublic company
Anthony Lawrence MooreAnson Management GP LLCPersonE 75% or moreYes

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

What the firm disclosed under Item 11 of Form ADV. A disclosure is the firm's own report: pending matters are allegations, not findings, and many settlements are made without admitting or denying them. Text is quoted from the filing, set in sentence case.

Item 11 questions answered Yes

These questions cover the firm and its advisory affiliates.

  • Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
  • Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: entered an order against you or any advisory affiliate in connection with investment-related activity?
  • Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?

Actions about the firm (1)

  1. Jun 11, 2024
    Regulatory Action: SEC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist · Fine: $1.2M · Begun Jun 11, 2024 · Resolved Jun 11, 2024 · Order · Docket FILE NO. 3-21961

    The SEC alleged that Anson Funds Management ("Anson funds") and Anson advisors inc. ("Anson advisors") violated section 206(4) of the Advisers Act and rule 206(4)-8(a)(1) and (2) thereunder by omitting from the private placement memorandum of one of their advisory client funds (the "PPM") their agreements with and payments to short publishers, which rendered statements about Anson funds' short strategy misleading. The SEC also alleged that Anson funds violated section 206(4) of the Advisers Act and rule 204-2(a)(1) and (2) thereunder by inaccurately recording the payments for the benefit of a short publisher in its journal and ledgers as payments to a third-party intermediary for research services, when in fact they were to the short publisher for trading profits. Finally, the SEC alleged that Anson funds violated section 206(4) of the Advisers Act and rule 206(4)-7 thereunder by failing to implement its compliance policy when it approved and paid the short publisher through the third-party intermediary, and when it omitted from the description of its short strategy in the PPM its practice of working with short publishers and paying them a share of the fund client's trading profits.

    Without admitting or denying the allegations, (I) Anson funds agreed to cease and desist from violating sections 204 and 206(4) of the Advisers Act and rules 204-2(a), 206(4)-7 and 206(4)-8 thereunder, (II) Anson advisors agreed to cease and desist from violating section 206(4) of the Advisers Act and rule 206(4)-8 thereunder, (III) Anson funds and Anson advisors agreed to a censure, (IV) Anson advisors agreed to pay a $1,000,000 civil money penalty, which will be timely paid, and (IV) Anson funds agreed to pay a $1,250,000 civil money penalty, which was paid on June 14, 2024.

    On June 11, 2024, Anson funds and Anson advisors, without admitting or denying the findings or conclusions therein, entered into a settlement with the SEC. the SEC approved the settlement in its order instituting administrative and cease-and-desist- proceedings, pursuant to sections 203(e) and 203(k) of the Investment Advisers Act of 1940, making findings, and imposing remedial sanctions and a cease-and-desist order, including the following terms and conditions. Anson funds agreed to cease and desist from violating sections 204 and 206(4) of the Advisers Act and rules 204-2(a), 206(4)-7 and 206(4)-8 thereunder; to a censure; and to pay a $1,250,000 civil money penalty, which was paid on June 14, 2024. Anson advisors agreed to cease and desist from violating section 206(4) of the Advisers Act and rule 206(4)-8 thereunder; to a censure; and to pay a $1,000,000 civil money penalty, which was paid on June 14, 2024. No information Filed

Form ADV Item 11 and its Disclosure Reporting Pages, via the SEC record. All adviser disciplinary records.

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

Form ADV Part 2A - Anson Funds Management LP, filed Mar 31, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

Anson Funds Management LP (“Anson”, the “Adviser”, “we”, “our” or “us”), a Texas limited partnership founded in January 2003, is a private investment advisory firm located in Dallas, TX. We specialize in providing investment advisory services to private pooled investment vehicles for sophisticated, qualified investors, including high net worth individuals, pension plans, funds of funds, family offices, endowments and other institutions.1 The sole manager and principal owner of Anson Management GP LLC, the general partner of Anson, is Tony Moore.

Read the rest of Item 4 (452 more words)

TYPES OF ADVISORY SERVICES As at December 31, 2025, we serve as general partner of and/or investment manager to various private investment funds, including Anson Investments Offshore Fund, Ltd., a Cayman Islands exempted company, Anson Investments LP, a Texas limited partnership, Anson Investments Master Fund LP, a Cayman Islands exempted limited partnership, Anson Investments LP, a Texas limited partnership (collectively, the “Anson Investments Funds”), Anson Opportunities Offshore Fund Ltd., a Cayman Islands exempted company, Anson Opportunities Master Fund L.P., a Cayman Islands exempted limited partnership (collectively, the “Anson Opportunities Funds”), Anson East LP, a Texas limited partnership, Anson East Offshore Fund Ltd., a Cayman Islands exempted company, Anson East Master Fund LP, a Cayman Islands exempted limited partnership (collectively, the “Anson East Funds”), Arch Anson Tactical Real Estate Fund, an Ontario limited partnership, Arch Anson Tactical Real Estate NR Fund, an Ontario limited partnership (collectively, the “Arch Funds”), Anson North Star Offshore Fund Ltd., a Cayman Islands exempted company, Anson North Star Tactical Equity Fund LP, a Cayman Islands exempted limited partnership, Anson North Star Trust, an Ontario Trust, and Anson North Star Partners LP, an Ontario limited partnership (collectively, the “Anson North Star Funds,” and, collectively with the Anson Investments Funds, the Anson East Funds, the Anson Opportunities Funds, and the Arch Funds, the “Funds”). We have the discretionary authority to invest and reinvest the assets of our clients in securities and other financial instruments. For more information on the investment strategy of our clients, please see Item 5 - Method of Analysis, Investment Strategy and Risk of Loss. All discussion of the Funds in this Brochure, including but not limited to their investments, the strategies used in managing the Funds, and conflicts of interest faced by the Adviser in connection with the management of the Funds are qualified in their entirety by reference to each Fund’s respective offering documents.

As an SEC-registered investment adviser, the Adviser owes a fiduciary duty to all of its clients. In 2006, the decision by the Court of Appeals for the D.C. Circuit in Goldstein v. SEC, 451 F.3d 873 (D.C. Cir. June 23, 2006), with respect to private funds, clarified that the “client” of an investment adviser to a private fund is the fund itself and not an investor in the fund.

We tailor our advisory services in accordance with each client’s needs and investment strategy as disclosed in each respective offering document. This brochure is not an offer to invest in our Funds. We do not participate in any wrap fee programs. ASSETS UNDER MANAGEMENT As of December 31, 2025, Anson managed approximately $3,046,431,569 of client gross assets on a discretionary basis. We do not manage any client assets on a non-discretionary basis.

Item 5. Fees and compensation

We typically receive two types of compensation from our clients – an asset-based management fee and performance-based compensation. Generally, we charge our clients management fees at an annual rate of 2.0% of each client’s net asset value, calculated and payable quarterly in advance. In addition, we or our affiliates receive an annual performance allocation from each of our clients at the end of each year of 20% of each client’s annual net profits, but only to the extent that the client’s net profits exceed any losses carried forward from prior years, based on a “high water mark” formula. We generally do not negotiate our fees.

Read the rest of Item 5 (1,623 more words)

However, we may, in our discretion, alter the terms applicable to certain investors in our clients that result in rights and obligations that differ from those described in this brochure, including with regard to fees and redemption rights. This may be achieved through side letter agreements, rebates, waivers, issuance of separate classes of interests or any other permissible means. PAYMENT OF FEES Our clients pay management fees quarterly, in advance, as of the first business day of each calendar quarter. We deduct management fees directly from the capital account of each investor in our clients on the first business day of each calendar quarter. As further described in Item 10 - Other Financial Industry Activities and Affiliates, Anson Advisors Inc., an Ontario-based corporation and an SEC Exempt Reporting Adviser (“Anson Advisors”), is a co-investment advisor of the Funds and receives a portion of the management fees payable by the Funds (together with the Adviser, the “Co-Investment Advisors”). We generally calculate and receive our performance-based allocations as of the end of each fiscal year directly from the capital account of each investor in our clients. We have waived, and may waive in the future, any management fee or performance-based allocation for our employees and principals who have invested directly or indirectly in our clients. OTHER FEES AND EXPENSES

We generally pay all ordinary office overhead expenses of our firm, which include rent, supplies, secretarial expenses, stationery, charges for furniture and fixtures, and compensation of security analysts and personnel. Our clients generally bear all other expenses, which include, but are not limited to, (i) legal, accounting, auditing and other professional expenses, (ii) investment expenses such as commissions, research expenses, interest on margin accounts and other indebtedness, (iii) the pro rata share of the fees and expenses incurred from investing in other investment vehicles, (iv) custodial fees and (v) other reasonable expenses related to the purchase, sale or transmittal of client assets. Clients generally pay all brokerage fees and transaction costs associated with their investment activities. For more information on brokerage transactions and costs, please see Item 12 - Brokerage Practices. WITHDRAWALS With respect to the Anson Investments Funds, subject to the terms and conditions in the offering documents, each investor that has held its investment for one year generally may make complete or partial withdrawals as of the close of business on the last day of each calendar month. Investors must generally provide notice of any withdrawal in writing at least 30 days prior to the proposed withdrawal date. We will use commercially reasonable efforts to pay at least 90% of any estimated withdrawal request within 30 days of a withdrawal date. We will pay any remaining balance within 30 days following the completion of the Anson Investments Funds’ audit of its financial statements for the applicable fiscal year. The board of directors, in consultation with the Adviser, may also suspend or postpone redemption in certain circumstances where, in our sole discretion, it would be fair and equitable to do so, including but not limited to, the case where normal trading is suspended on any stock exchange on which a material portion of the assets of the Anson Investment Funds are listed or traded. We do not refund prepaid management fees. With respect to the Anson Opportunities Funds, subject to the terms and conditions in the offering documents, each investor that has held its investment for one year generally may make complete or partial withdrawals as of the close of business on the last day of each calendar month. The Adviser may, in its sole discretion, waive these notice requirements. We will use commercially reasonable efforts to pay at least 90% of any estimated redemption proceeds within 10 business days of a redemption date, provided, that the directors may delay the payment if a delay is reasonably necessary to prevent a redemption from having a material adverse impact on the Anson Opportunities Funds. We will pay any remaining balance within 30 days following the completion of the Anson Opportunities Funds’ audit of its financial statements for the applicable fiscal year. The board of directors, in consultation with the Adviser, may also suspend or postpone redemption in certain circumstances where, in our sole discretion, it would be fair and equitable to do so, including but not limited to, the case where normal trading is suspended on any stock exchange on which a material portion of the assets of the Anson Opportunities Funds are listed or traded. We do not refund prepaid management fees. With respect to the Anson East Funds, subject to the terms and conditions in the offering documents, each investor that has held its investment for one year generally may make complete or partial withdrawals as of the close of business on the last day of each calendar month. The Adviser may, in its sole discretion, waive these notice requirements. We will use commercially

reasonable efforts to pay at least 90% of any estimated redemption proceeds within 10 business days of a redemption date, provided, that the directors may delay the payment if a delay is reasonably necessary to prevent a redemption from having a material adverse impact on the Anson East Funds. We will pay any remaining balance within 30 days following the completion of the Anson East Funds’ audit of its financial statements for the applicable fiscal year. The board of directors, in consultation with the Adviser, may also suspend or postpone redemption in certain circumstances where, in our sole discretion, it would be fair and equitable to do so, including but not limited to, the case where normal trading is suspended on any stock exchange on which a material portion of the assets of the Anson East Funds are listed or traded. We do not refund prepaid management fees. With respect to the Arch Funds, subject to the terms and conditions in the offering documents, each investor that has held its investment for one year generally may voluntarily redeem as of the last business day of each calendar month. Investors must generally provide notice of any redemption in writing at least 5 business days’ prior to the redemption date. The Adviser may, in its sole discretion, waive these notice requirements. We will use commercially reasonable efforts to pay at least 90% of any estimated redemption proceeds within 10 business days of a redemption date, provided, that the manager may delay the payment if a delay is reasonably necessary to prevent a redemption from having a material adverse impact on the Arch Funds. The Adviser may also suspend or postpone redemption in certain circumstances where, in our sole discretion, it would be fair and equitable to do so, including but not limited to, the case where normal trading is suspended on any stock exchange on which a material portion of the assets of the Arch Funds are listed or traded. We do not refund prepaid management fees. With respect to the Anson North Star Funds (other than Anson North Star Trust, discussed separately below), subject to the terms and conditions in the offering documents, each investor that has held its investment for one year generally may make complete or partial withdrawals as of the close of business on the last day of each calendar month. The Adviser may, in its sole discretion, waive these notice requirements. We will use commercially reasonable efforts to pay at least 90% of any estimated redemption proceeds within 10 business days of a redemption date, provided, that the directors may delay the payment if a delay is reasonably necessary to prevent a redemption from having a material adverse impact on the Anson North Star Funds. We will pay any remaining balance within 30 days following the completion of the Anson North Star Funds’ audit of its financial statements for the applicable fiscal year. The board of directors, in consultation with the Adviser, may also suspend or postpone redemption in certain circumstances where, in our sole discretion, it would be fair and equitable to do so, including but not limited to, the case where normal trading is suspended on any stock exchange on which a material portion of the assets of the Anson North Star Funds are listed or traded. We do not refund prepaid management fees. With respect to Anson North Star Trust, subject to the terms and conditions in the offering documents, each investor that has held its investment for six months generally may make complete or partial withdrawals as of the close of business on the last day of each calendar month. Redemptions made prior to such six-month period will be subject to a redemption charge equal to 3% of the net asset value of the redeeming investor’s units. We will use commercially reasonable efforts to pay at least 90% of any estimated redemption proceeds within 10 business days of a redemption date, provided, that the directors may delay the payment if a delay is reasonably necessary to prevent a redemption from having a material adverse impact on Anson North Star

Trust. We will pay any remaining balance within 30 days following the completion of Anson North Star Trust’s audit of its financial statements for the applicable fiscal year. The Adviser may also suspend or postpone redemption in certain circumstances where, in our sole discretion, it would be fair and equitable to do so, including but not limited to, the case where normal trading is suspended on any stock exchange on which a material portion of the assets of Anson North Star Trust are listed or traded. We do not refund prepaid management fees. COMPENSATION FOR THE SALE OF SECURITIES OR OTHER INVESTMENT PRODUCTS Neither our firm nor any of our supervised persons receives any compensation for the sale of securities or other investment products.

Item 6. Performance-based fees and side-by-side management

As noted above, the Adviser or its affiliates generally receive a performance-based allocation from our advisory clients. Please see Item 5 - Fees and Compensation for a discussion of our performance-based compensation. These payments are subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. Performance-based allocations could motivate us to make investment decisions that are riskier or more speculative than would be the case if these compensation arrangements were not in effect.

Read the rest of Item 6 (76 more words)

Our individual employees and affiliates who receive compensation to some extent based upon their role in the trading profits of our clients face the same potential conflict. We address this conflict through full and fair disclosure in the applicable offering documents and/or this brochure. In addition, our firm’s investment in our clients aids in aligning our interests with the interests of our clients. We do not manage any other accounts that do not pay performance-based compensation.

Item 7. Types of clients

As mentioned in Item 4 – Advisory Business, we currently provide investment advisory services solely to pooled investment vehicles. Our clients rely on certain exclusions from the definition of “investment company” in the Investment Company Act of 1940, as amended. Accordingly, none of our clients are registered as investment companies with the Securities and Exchange Commission. We may in the future provide investment advice to other types of clients including, but not limited to, individuals and separately managed accounts and funds.

Read the rest of Item 7 (304 more words)

Investors in our clients are generally required to make a minimum initial investment as specified in the offering documents of each fund, which varies across the funds, but generally ranges from $250,000 to $1,000,000, although we may accept investments in a lesser amount in our sole discretion. The Co-Investment Advisors are registered with the Commodity Futures Trading Commission (the “CFTC”) as commodity pool operators (“CPOs”) and are members of the National Futures Association (the “NFA”). Notwithstanding their registration as CPOs, the Co-Investment Advisors rely on the exemption from CPO registration pursuant to Regulation 4.13(a)(3) with respect to the Fund. Regulation 4.13(a)(3) is available to operators of pools (and of feeder funds that invest in pools) that trade a de minimis amount of commodity interests (which includes futures, options on futures and certain swaps). Among other things, the exemption requires the filing of a claim of exemption with the NFA. It is also required that at all times either: (a) the aggregate initial margin and premiums required to establish commodity interest positions does not exceed five percent (5%) of the liquidation value of the Fund’s portfolio; or (b) the aggregate net notional value of the Fund’s commodity interest positions does not exceed one hundred percent (100%) of the liquidation value of the Fund’s portfolio and further that all pool participants are required to be accredited investors or certain other qualified investors. Finally, each of the Co-Investment Advisors must be exempt as a commodity trading adviser and provide advice solely to the pool or pools for which it has filed a claim of exemption as a CPO. Consequently, the Co-Investment Advisors are not required to deliver a disclosure document or a certified annual report to participants in this pool as otherwise required for registered CPOs. This Brochure is not an offer to invest in our clients.

Item 8. Methods of analysis, investment strategies and risk of loss

Anson Investments Funds (referred to in this section as the “Fund”) Investment Objective The objective of the Fund is to preserve investor capital and to achieve consistent annual capital appreciation uncorrelated with broad equity markets. Investment Strategy The Co-Investment Advisors generally seek to achieve the objective of the Fund by maintaining a relatively liquid, well-diversified portfolio. Capital preservation is sought by making infrequent use of leverage and by limiting concentrations at the issuer, sector or factor level within the portfolio.

Read the rest of Item 8 (16,338 more words)

The Co-Investment Advisors seek to generate capital appreciation in the portfolio by investing in the best opportunities available at a point in time within the Fund’s strategic framework, and by seeking asymmetric risk-return profiles in the market. Correlation with broad equity markets is minimized by maintaining low average net exposure over time. The Co-Investment Advisors manage the Fund’s portfolio using three core strategies, which include longs, shorts and special situations. Capital is allocated across the portfolio, with each portfolio manager managing a discrete sub-strategy which falls under one of the Fund’s core strategies. Adjustments to sub-strategy allocations are regularly considered based on opportunities available in the market. The Chief Investment Officer also maintains a central portfolio, which includes an overlay of the best opportunities available in each of the sub-strategies. In addition, positions are taken in the central portfolio when short term, catalyst-oriented special situations opportunities emerge in the markets. These opportunities emerge when market dislocations, market regime changes, or unusual issuer-specific factors occur. The infrequent use of leverage by the Fund typically allows the CoInvestment Advisors to trade opportunistically in these circumstances. Though investments are not limited to the following strategies, the Co-Investment Advisors currently allocate to the following sub-strategies within the Fund. Long Positions Tactical Longs Total market exposure is determined by analyzing five key factors: (i) sovereign credit signals, (ii) corporate credit signals, (iii) economic indicators, (iv) market breadth, and (v) the trend of revenue and earnings revisions. Individual securities are generally selected by screening strong relative strength sectors for high quality companies with strong fundamental attributes, which the Co-Investment Advisors believe indicates favorable supply and demand dynamics. The Co-Investment Advisors will also look to opportunistically capitalize on initial public offerings (“IPOs”), secondaries, and trading dislocations.

Real Estate Investment Trusts (“REITS”) Public market real estate is an asset class that gives prospective investors potential access to high quality real estate with consistent income at attractive pricing. The objective is to deliver positive absolute returns on an annual basis by investing in global real estate securities utilizing the following approach: • • •

specifically targeting poorly managed REIT’s where real estate value is higher than REIT unit trading prices; identifying merger, acquisition and privatization candidate in the REIT sector; investing in higher quality real estate businesses that are poised to outperform the overall REIT sector

At any given time, public REITs may trade at sizeable discounts to net asset values based on the private market values of underlying real estate asset. The Co-Investment Advisors aim to identify discounts to these net asset values that are expected to narrow and thereby could result in positive returns. Activist Longs This strategy is value-oriented and is focused on small and mid-cap companies (approx. $500MM -$10BN market cap range) primarily in North America. The Co-Investment Advisors will construct a concentrated, high-conviction portfolio based on deep fundamental research, and focused on the technology, media, telecommunications, consumer and healthcare sectors. Positions selected will present highly asymmetric situations with an attractive governance setup, enabling responsible activist engagement to drive 100-200+% upside over a 1-to-3-year time horizon. Short Positions Momentum Reversals The Co-Investment Advisors scour the market using various resources, including data filters, screens and third-party experts and research firms, to identify companies with significant shortterm stock price appreciation that the Co-Investment Advisors believe is not justified by a corresponding improvement in underlying businesses prospects. Often these price surges are driven by a news release or stock promotion, even though these companies have flawed business models usually characterized by poor profitability and overall financial weakness. Traits such as low cash resources, negative cash flow from operations and toxic financing are common characteristics of the best trading opportunities under this sub-strategy. In some of these cases, the Co-Investment Advisors will conduct further investigation to determine whether they believe the company may be acting to try and move the stock price up so that insiders may sell their shares or the company may conduct a private placement at inflated prices. If the Co-Investment Advisors believe these dramatic price moves do not match the underlying fundamentals of a company, they expect that the stock price will eventually decrease once the campaign to promote the security is complete.

Fundamental Shorts The Co-Investment Advisors look for securities that are fundamentally overvalued, exacerbated by broken business models, ineffective or unethical management teams, and problematic financial reporting practices. The Co-Investment Advisors also look for early signs of widespread sector deterioration, which allows the Fund to take short positions in a variety of issuers across the sector. Often, these signs will show up early in a few competitors who experience a rapid decline in stock price. The CoInvestment Advisors will seek to exploit a lagging effect across the rest of the sector. Other competitors will have a delayed reaction, even though they are subject to the same risk factors. The Co-Investment Advisors seek to exploit this lagging effect by taking short positions in similarly situated companies expected to suffer the same decrease in stock price. The short selling strategies employed by the Fund often involve extensive due diligence or research related to the identification, assessment, valuation and overall analysis of potential short opportunities. In some instances, the Co-Investment Advisors will engage one or more third-party research firms to assist in the due diligence and research process regarding a particular company. These firms provide the Co-Investment Advisors with due diligence and research on the subject company or its securities and, at times, the Co-Investment Advisors will provide the third-party research firm(s) with due diligence and research. The third-party research firms, at times, publish information regarding the relevant company or securities in the public domain. In addition, at times the Co-Investment Advisors and multiple third-party research firms have and will share due diligence and research with each other in connection with such firms’ publications of information regarding a relevant company or security. Depending on the circumstances, the price of the subject security may change following the dissemination of information by the third-party research firm(s). The third-party research firms are compensated under a contractual arrangement, either at a flat rate or as a percentage of Fund profits related to the subject security. With respect to the short strategies, the Co-Investment Advisors have deep experience and expertise in the securities lending markets. The Co-Investment Advisors lever a broad network of market participants to source inventory at attractive rates and with good stability. This allows the Fund to take positions at an appropriate size with less buy-in pressure than it would without this network. Special Situations Structured Financing The Co-Investment Advisors utilize a network of investment bankers, lawyers and issuers seeking to raise capital in the secondary markets. This can take a variety of forms, including but not limited to underwritten public offerings, registered direct offerings, bought deals and private placements. These offerings are primarily conducted by North American issuers, through brokers within the Co-Investment Advisors’ network. These offerings are often priced attractively relative to the public equity shares of the subject issuer. Warrants are frequently included in these transactions. This provides optionality in the portfolio positively correlated with market volatility, and warrants can yield a multiple on invested capital when they move into the money. The Co-Investment

Advisors may hedge illiquid longs using public equities, allowing the Fund to protect gains prior to the exit date. Thematic Trading From time to time, in reaction to market dislocations, the Chief Investment Officer will deploy capital to short term, catalyst-oriented mispricing across the market or within targeted sectors. As volatility increases, The Chief Investment Officer levers a broad network of market participants to identify shifts in investor sentiment, and how these shifts will affect asset pricing in the near term. Further analysis is performed on targeted sectors or thematic elements within the market, and capital is deployed to the best opportunities from a risk-reward perspective. Larger shifts due to spikes in optimism or pessimism lead to a broader set of opportunities and more capital deployment. This trading is largely short-term in nature, and can be in response to market events, changes in regulations, geopolitical events or scientific or technological advancements. Risk Management To manage risk within the portfolio, the Co-Investment Advisors rely on internal reporting that quantifies and highlights risks from a variety of perspectives, including but not limited to: Leverage The Co-Investment Advisors in ordinary circumstances seek to minimize the use of leverage within the Fund portfolio. This allows for capital preservation, as unexpected events can result in magnified losses when leverage is present. Market Correlation One of the primary objectives of the Fund is to maintain low correlation with broad equity indices. As capital is deployed across the strategic framework, the opportunities available in the market at a point in time may lead to undesirable positive or negative net exposure as a percentage of net asset value. When such undesirable exposures occur, the Co-Investment Advisors will ‘beta hedge’ by taking long or short positions in index ETFs which are meant to proxy broad equity markets. As a result, net exposure is adjusted to a desirable level, with the objective of maintaining low correlation over time. Liquidity The Co-Investment Advisors monitor illiquid positions in the Fund portfolio, as a percentage of net asset value. The objective is to maintain positions in the portfolio that have an attractive riskreturn profile while also allowing for sufficient unencumbered cash to process capital transactions and to be opportunistic when market dislocation occurs. Illiquid positions are sized carefully and hedged proactively as needed. Issuer Exposures The Co-Investment Advisors evaluate individual issuer exposures in the Fund portfolio to prevent undesirable concentrations. First, when a position is first taken, it is sized carefully. An illiquid

long position with explosive growth in value can be extremely challenging to hedge, due to the inherent liquidity mismatch between the long position and the hedge. Thus, positions must be sized initially to accommodate significant growth without sacrificing other attractive positions as a cost of hedging the position. Short positions must be sized carefully, as short-term price increases can cause significant mark to market losses, that are difficult to recoup even with an expected reversal. Short positions may be rebalanced to the desired weight as prices rise and increase again as price increases slow and begin to reverse. Liquid long positions are generally increased as prices fall, as long as the thesis remains intact. Geography, Sector and Factor Concentrations As positions are taken across the portfolio, there is the potential for concentrations to emerge in a particular geography, sector or factor. The Co-Investment Advisors monitor the Fund portfolio and take hedging positions as needed to mitigate undesirable exposures. These hedging positions can include ETFs and options on ETFs linked to sectors, geographies or factors. If relevant ETFs are not available, the Co-Investment Advisors will seek to construct a basket of relevant issuer exposures that act as a hedge to the undesirable risk. Currency and Commodity Concentrations The Co-Investment Advisors seek to mitigate undesirable currency and commodity exposures in the Fund portfolio. Currency exposures are hedged using forward contracts, while commodity exposures are hedged using futures contracts, ETFs or correlated baskets, where applicable. Derivative Exposure When evaluating issuer concentrations, the Co-Investment Advisors monitor delta adjusted and delta one exposures in the Fund portfolio. Issuer exposures undesirably large from a delta adjusted or a delta one perspective are trimmed to an appropriate size. Macroeconomic and Geopolitical Risk By minimizing the use of leverage, keeping net exposures low, managing geographic, sector and factor exposure, monitoring issuer exposures and illiquid positions, the Co-Investment Advisors seek to maintain a portfolio in the Fund that is not significantly impacted by sudden macroeconomic and/or geopolitical risks, and the associated volatility in financial markets. The Co-Investment Advisors seek to maintain sufficient unencumbered cash in the portfolio to identify and capitalize on price dislocations that occur in conjunction with these events. Counterparty Risk The Co-Investment Advisors maintain a broad counterparty framework, allocating Fund exposures across counterparties to limit excessive concentration of exposures at any one counterparty. Cash balances are swept to the largest systemically important banks from time to time. In addition, counterparty developments are monitored by capturing and assessing news developments and monitoring credit default swap spreads, where available. The Co-Investment Advisors seek to develop deep relationships with the existing counterparty framework, maintaining frequent and

transparent dialogue with the business, compliance and risk teams to ensure optimal treatment in times of volatility or uncertainty. Operational Risk The Co-Investment Advisors work to maintain continuity among personnel, processes and service provider relationships in order to seek to minimize operational risk that may negatively impact the Fund. Policies and procedures are documented and automated where practicable, and plans are in place to mitigate the impact of personnel departures, software failures, and service provider departures. Cyber risk is managed using an outsourced information technology firm and a cyber risk consulting firm, with vulnerabilities periodically assessed, tested and mitigated. These procedures are components of the Co-Investment Advisors’ business continuity plan. Legal and Regulatory Risk The Co-Investment Advisors monitor legal and regulatory developments by maintaining a broad network of external counsel contacts, subscribing to regulatory bulletins and participating in regulator calls, webinars and roundtables, industry advocacy organizations and dialogue with other market participants to identify best practices. When significant developments or changes in the regulatory framework occur, the Co-Investment Advisors work to adjust internal policies and procedures to appropriately address applicable requirements. Despite these efforts, legal and regulatory risks remain and continue to evolve. Short selling strategies are often subject to heightened regulatory scrutiny. The Co-Investment Advisors strive to minimize legal and regulatory risks in accordance with the Fund’s investment program. Special Investments The Co-Investment Advisors may designate certain Fund investments (together with any hedging transactions entered into in connection with such investment) as special investments (each, a “Special Investment”) if the Co-Investment Advisors determine, either at the time of acquisition or a later date, that the investment is subject to legal or contractual restrictions on transferability or subject to other special considerations that, in the opinion of the Co-Investment Advisors, restrict the ability of the Fund to dispose of the investment in conventional market transactions without impairing the value of the investment, or cause the investment to have highly uncertain valuation characteristics, until the occurrence of a realization event with respect thereto. The investment objectives and methods summarized above represent the Fund general partner’s (the “General Partner’s”) current intentions. Depending on conditions and trends in the securities markets and the economy in general, the General Partner may pursue any objectives, employ any investment techniques or purchase any type of security that it considers appropriate and in the best interests of the Fund whether or not described in this section. The foregoing discussion includes and is based upon numerous assumptions and opinions of the General Partner concerning world financial markets and other matters, the accuracy of which cannot be assured. There can be no assurance that the Fund’s investment strategy will achieve profitable results. Past performance of the Fund or that of the General Partner, the Co-Investment Advisors or their affiliates is not indicative of future results of the Fund. Investors risk the loss of their entire investment.

Anson Opportunities Funds (referred to in this section as the “Fund”) Investment Objective The objective of the Fund is to achieve significant risk-adjusted returns, primarily through investments in securities of publicly traded companies. Investment Strategy In implementing the Fund’s investment strategy, the Co-Investment Advisors will construct a concentrated portfolio comprised only of what the Co-Investment Advisors believe to be the best opportunities available in the market at a point in time. Only high-conviction positions will be taken by the Fund, and thus, exposures can vary substantially over time, depending on opportunities currently available in the market. If no high-conviction opportunities are available in the market at a point in time, the Co-Investment Advisors may maintain substantial cash balances for the Fund until these opportunities present themselves. The Co-Investment Advisors do not currently anticipate using leverage for the Fund but may do so at any time in their sole discretion. In addition, positions are taken in the portfolio when short term, catalyst-oriented special situations opportunities emerge in the markets. These opportunities emerge when market dislocations, market regime changes, or unusual issuer-specific factors occur. The infrequent use of leverage by the Fund typically allows the Co-Investment Advisors to trade opportunistically in these circumstances. Though investments are not limited to the following strategies, the Co-Investment Advisors allocate to the following sub-strategies within the Fund: Long Positions Value Longs The Co-Investment Advisors seek to produce returns through long investments. The CoInvestment Advisors generate investment ideas for the Fund through bottom-up screening with an emphasis on resource related companies. Attractive investment candidates are usually trading at a significant discount to intrinsic value, due to temporary company-specific or industry-specific factors. The Co-Investment Advisors also seek event-driven opportunities that arise from changes in company control, direction, or structure. Such events typically include mergers, acquisitions, divestitures, restructurings, and management changes. While the Co-Investment Advisors may occasionally trade along with a larger trend in a specific segment, the focus will generally be on companies believed to be good, solid businesses, but that are currently out of favor with the broader market. The Co-Investment Advisors will typically attempt to make a long position investment during market correction periods when valuations appear to be most favorable. Short Positions

Momentum Reversals The Co-Investment Advisors scour the market using various resources, including data filters, screens and third-party experts and research firms, to identify companies with significant shortterm stock price appreciation that the Co-Investment Advisors believe is not justified by a corresponding improvement in underlying businesses prospects. Often these price surges are driven by a news release or stock promotion, even though these companies have flawed business models usually characterized by poor profitability and overall financial weakness. Traits such as low cash resources, negative cash flow from operations and toxic financing are common characteristics of the best trading opportunities under this sub-strategy. In some of these cases, the Co-Investment Advisors will conduct further investigation to determine whether they believe the company may be acting to try and move the stock price up so that insiders may sell their shares or the company may conduct a private placement at inflated prices. If the Co-Investment Advisors believe these dramatic price moves do not match the underlying fundamentals of a company, they expect that the stock price will eventually decrease once the campaign to promote the security is complete. Fundamental Shorts The Co-Investment Advisors look for securities that are fundamentally overvalued, exacerbated by broken business models, ineffective or unethical management teams, and problematic financial reporting practices. The Co-Investment Advisors also look for early signs of widespread sector deterioration, which allows the Fund to take short positions in a variety of issuers across the sector. Often, these signs will show up early in a few competitors who experience a rapid decline in stock price. The CoInvestment Advisors will seek to exploit a lagging effect across the rest of the sector. Other competitors will have a delayed reaction, even though they are subject to the same risk factors. The Co-Investment Advisors seek to exploit this lagging effect by taking short positions in similarly situated companies expected to suffer the same decrease in stock price. The short selling strategies employed by the Fund often involve extensive due diligence or research related to the identification, assessment, valuation and overall analysis of potential short opportunities. In some instances, the Co-Investment Advisors will engage one or more third-party research firms to assist in the due diligence and research process regarding a particular company. These firms provide the Co-Investment Advisors with due diligence and research on the subject company or its securities and, at times, the Co-Investment Advisors will provide the third-party research firm(s) with due diligence and research. The third-party research firms, at times, publish information regarding the relevant company or securities in the public domain. In addition, at times the Co-Investment Advisors and multiple third-party research firms have and will share due diligence and research with each other in connection with such firms’ publications of information regarding a relevant company or security. Depending on the circumstances, the price of the subject security may change following the dissemination of information by the third-party research firm(s). The third-party research firms are compensated under a contractual arrangement, either at a flat rate or as a percentage of Fund profits related to the subject security.

With respect to the short strategies, the Co-Investment Advisors have deep experience and expertise in the securities lending markets. The Co-Investment Advisors lever a broad network of market participants to source inventory at attractive rates and with good stability. This allows the Fund to take positions at an appropriate size with less buy-in pressure than it would without this network. Special Situations Structured Financing The Co-Investment Advisors utilize a network of relationships with investment bankers, lawyers and issuers seeking to raise capital in the secondary markets. This can take a variety of forms, including but not limited to underwritten public offerings, registered direct offerings, bought deals and private placements. These offerings are primarily conducted by North American issuers, through brokers with whom the Co-Investment Advisors have longstanding relationships. These offerings are often priced attractively relative to the public equity shares of the subject issuer. Warrants, generally with a 5-year term, are frequently included in these transactions. This provides optionality in the portfolio positively correlated with market volatility, and warrants can yield a multiple on invested capital when they move into the money. The Co-Investment Advisors may hedge illiquid longs using public equities, allowing the Fund to protect gains prior to the exit date. Thematic Trading From time to time, in reaction to market dislocations, the Chief Investment Officer will deploy capital to short term, catalyst-oriented mispricing across the market or within targeted sectors. As volatility increases, The Chief Investment Officer levers a broad network of market participants to identify shifts in investor sentiment, and how these shifts will affect asset pricing in the near term. Further analysis is performed on targeted sectors or thematic elements within the market, and capital is deployed to the best opportunities from a risk-reward perspective. Larger shifts due to spikes in optimism or pessimism lead to a broader set of opportunities and more capital deployment. This trading is largely short-term in nature, and can be in response to market events, changes in regulations, geopolitical events or scientific or technological advancements. Risk Factors To manage risk within the portfolio, the Co-Investment Advisors rely on internal reporting that quantifies and highlights risks from a variety of perspectives, including but not limited to: Leverage The Co-Investment Advisors in ordinary circumstances seek to minimize the use of leverage within the portfolio. This allows for capital preservation, as unexpected events can result in magnified losses when leverage is present. Market Correlation One of the primary objectives of the Fund is to maintain low correlation with broad equity indices. As capital is deployed across the strategic framework, the opportunities available in the market at

a point in time may lead to undesirable positive or negative net exposure as a percentage of net asset value. When such undesirable exposures occur, the Co-Investment Advisors will ‘beta hedge’ by taking long or short positions in index ETFs which are meant to proxy broad equity markets. As a result, net exposure is adjusted to a desirable level, with the objective of maintaining low correlation over time. Liquidity The Co-Investment Advisors monitor illiquid positions in the portfolio, as a percentage of net asset value. The objective is to maintain positions in the portfolio that have an attractive risk-return profile while also allowing for sufficient unencumbered cash to process capital transactions and to be opportunistic when market dislocation occurs. Illiquid positions are sized carefully and hedged proactively as needed. Issuer Exposures The Co-Investment Advisors evaluate individual issuer exposures to prevent undesirable concentrations. First, when a position is first taken, it is sized carefully. An illiquid long position with explosive growth in value can be extremely challenging to hedge, due to the inherent liquidity mismatch between the long position and the hedge. Thus, positions must be sized initially to accommodate significant growth without sacrificing other attractive positions as a cost of hedging the position. Short positions must be sized carefully, as short-term price increases can cause significant mark to market losses, that are difficult to recoup even with an expected reversal. Short positions may be rebalanced to the desired weight as prices rise, and increased again as price increases slow and begin to reverse. Liquid long positions are generally increased as prices fall, as long as the thesis remains intact. Geography, Sector and Factor Concentrations As positions are taken across the portfolio, there is the potential for concentrations to emerge in a particular geography, sector or factor. The Co-Investment Advisors monitor the portfolio and take hedging positions as needed to mitigate undesirable exposures. These hedging positions can include ETFs and options on ETFs linked to sectors, geographies or factors. If relevant ETFs are not available, the Co-Investment Advisors will seek to construct a basket of relevant issuer exposures that act as a hedge to the undesirable risk. Currency and Commodity Concentrations The Co-Investment Advisors seek to mitigate undesirable currency and commodity exposures in the portfolio. Currency exposures are hedged using forward contracts, while commodity exposures are hedged using futures contracts, ETFs or correlated baskets, where applicable. Derivative Exposure When evaluating issuer concentrations, the Co-Investment Advisors monitor delta adjusted and delta one exposures in the portfolio. Issuer exposures undesirably large from a delta adjusted or a delta one perspective are trimmed to an appropriate size.

Macroeconomic and Geopolitical Risk By minimizing the use of leverage, keeping net exposures low, managing geographic, sector and factor exposure, monitoring issuer exposures and illiquid positions, the Co-Investment Advisors seek to maintain a portfolio that is not significantly impacted by sudden macroeconomic and/or geopolitical risks, and the associated volatility in financial markets. The Co-Investment Advisors seek to maintain sufficient unencumbered cash in the portfolio to identify and capitalize on price dislocations that occur in conjunction with these events. Counterparty Risk The Co-Investment Advisors maintain a broad counterparty framework, allocating exposures across counterparties to limit excessive concentration of exposures at any one counterparty. Cash balances are swept to the largest systemically important banks from time to time. In addition, counterparty developments are monitored by capturing and assessing news developments and monitoring credit default swap spreads, where available. The Co-Investment Advisors seek to develop deep relationships with the existing counterparty framework, maintaining frequent and transparent dialogue with the business, compliance and risk teams to ensure optimal treatment in times of volatility or uncertainty. Operational Risk The Co-Investment Advisors work to maintain continuity among personnel, processes and service provider relationships. Policies and procedures are documented and automated where practicable, and plans are in place to mitigate the impact of personnel departures, software failures, and service provider departures. Cyber risk is managed using an outsourced information technology firm and a cyber risk consulting firm, with vulnerabilities periodically assessed, tested and mitigated. These procedures are components of the Co-Investment Advisors’ business continuity plan. Legal and Regulatory Risk The Co-Investment Advisors monitor legal and regulatory developments by maintaining a broad network of external counsel contacts, subscribing to regulatory bulletins, participating in regulator calls, webinars and roundtables, participating in industry advocacy organizations and participating in dialogue with other market participants to identify best practices. When significant developments or changes in the regulatory framework occur, the Co-Investment Advisors work to adjust internal policies and procedures to appropriately address applicable requirements. Despite these efforts, legal and regulatory risks remain and continue to evolve. Short selling strategies are often subject to heightened regulatory scrutiny. The Co-Investment Advisors strive to minimize legal and regulatory risks in accordance with the Fund’s investment program. Special Investments The Co-Investment Advisors may designate certain Fund investments (together with any hedging transactions entered into in connection with such investment) as special investments (each, a “Special Investment”) if the Co-Investment Advisors determine, either at the time of acquisition or a later date, that the investment is subject to legal or contractual restrictions on transferability

or subject to other special considerations that, in the opinion of the Co-Investment Advisors, restrict the ability of the Fund to dispose of the investment in conventional market transactions without impairing the value of the investment, or cause the investment to have highly uncertain valuation characteristics, until the occurrence of a realization event with respect thereto. The investment objectives and methods summarized above represent the Co-Investment Advisors’ current intentions. Depending on conditions and trends in the commodities and securities markets and the economy in general, the Co-Investment Advisors may pursue any objectives, employ any investment techniques or purchase any type of security or instrument or make any investment that they consider appropriate and in the best interests of the Fund whether or not described in this section. The foregoing discussion includes and is based upon numerous assumptions and opinions of the Co-Investment Advisors concerning world financial markets and other matters, the accuracy of which cannot be assured. There can be no assurance that the Fund’s investment strategy will achieve profitable results. Past performance of the Fund or that of the Co-Investment Advisors or their affiliates is not indicative of future results of the Fund. Investors risk the loss of their entire investment.

Anson East Funds (referred to in this Section as the “Fund”) Investment Objective The objective of the Fund is to preserve investor capital and to achieve consistent annual capital appreciation uncorrelated with broad equity markets. Investment Strategy The Co-Investment Advisors generally seek to achieve the objective of the Fund by maintaining a relatively liquid, well-diversified portfolio. Capital preservation is sought by making infrequent use of leverage within the Fund and by limiting concentrations at the issuer, sector or factor level within the portfolio. The Co-Investment Advisors seek to generate capital appreciation in the portfolio by investing in the best opportunities available at a point in time within the Fund’s strategic framework, and by seeking asymmetric risk-return profiles in the market. Correlation with broad equity markets is minimized by maintaining low average net exposure over time. The Co-Investment Advisors manage the Fund’s portfolio using three core strategies, which include longs, shorts and special situations. Capital is allocated across the portfolio, with each portfolio manager managing a discrete sub-strategy which falls under one of the Fund’s core strategies. Adjustments to sub-strategy allocations are regularly considered based on opportunities available in the market. The Chief Investment Officer also maintains a central portfolio, which includes an overlay of the best opportunities available in each of the sub-strategies. In addition, positions are taken in the central portfolio when short term, catalyst-oriented special situations opportunities emerge in the markets. These opportunities emerge when market dislocations, market regime changes, or unusual issuer-specific factors occur. The infrequent use of leverage by the Fund typically allows the CoInvestment Advisors to trade opportunistically in these circumstances. Though investments are not limited to the following strategies, the Co-Investment Advisors currently allocate to the following sub-strategies within the Fund: Long Positions Tactical Longs Total market exposure is determined by analyzing five key factors: (i) sovereign credit signals, (ii) corporate credit signals, (iii) economic indicators, (iv) market breadth, and (v) the trend of revenue and earnings revisions. Individual securities are generally selected by screening strong relative strength sectors for high quality companies with strong fundamental attributes, which the Co-Investment Advisors believe indicates favorable supply and demand dynamics. The Co-Investment Advisors will also look to opportunistically capitalize on IPOs, secondaries, and trading dislocations.

REITS Public market real estate is an asset class that gives prospective investors potential access to high quality real estate with consistent income at attractive pricing. The objective is to deliver positive absolute returns on an annual basis by investing in global real estate securities utilizing the following approach: • • •

specifically targeting poorly managed REIT’s where real estate value is higher than REIT unit trading prices; identifying merger, acquisition and privatization candidate in the REIT sector; investing in higher quality real estate businesses that are poised to outperform the overall REIT sector

At any given time, public REITs may trade at sizeable discounts to net asset values based on the private market values of underlying real estate asset. The Co-Investment Advisors aim to identify discounts to these net asset values that are expected to narrow and thereby could result in positive returns. Activist Longs This strategy is value-oriented and is focused on small and mid-cap companies (approx. $500MM -$10BN market cap range) primarily in North America. The Co-Investment Advisors will construct a concentrated, high-conviction portfolio based on deep fundamental research, and focused on the technology, media, telecommunications, consumer and healthcare sectors. Positions selected will present highly asymmetric situations with an attractive governance setup, enabling responsible activist engagement to drive 100-200+% upside over a 1-to-3-year time horizon. Short Positions Momentum Reversals The Co-Investment Advisors scour the market using various resources, including data filters, screens and third-party experts and research firms, to identify companies with significant shortterm stock price appreciation that the Co-Investment Advisors believe is not justified by a corresponding improvement in underlying businesses prospects. Often these price surges are driven by a news release or stock promotion, even though these companies have flawed business models usually characterized by poor profitability and overall financial weakness. Traits such as low cash resources, negative cash flow from operations and toxic financing are common characteristics of the best trading opportunities under this sub-strategy. In some of these cases, the Co-Investment Advisors will conduct further investigation to determine whether they believe the company may be acting to try and move the stock price up so that insiders may sell their shares or the company may conduct a private placement at inflated prices. If the Co-Investment Advisors believe these dramatic price moves do not match the underlying fundamentals of a company, they expect that the stock price will eventually decrease once the campaign to promote the security is complete.

Fundamental Shorts The Co-Investment Advisors look for securities that are fundamentally overvalued, exacerbated by broken business models, ineffective or unethical management teams, and problematic financial reporting practices. The Co-Investment Advisors also look for early signs of widespread sector deterioration, which allows the Fund to take short positions in a variety of issuers across the sector. Often, these signs will show up early in a few competitors who experience a rapid decline in stock price. The CoInvestment Advisors will seek to exploit a lagging effect across the rest of the sector. Other competitors will have a delayed reaction, even though they are subject to the same risk factors. The Co-Investment Advisors seek to exploit this lagging effect by taking short positions in similarly situated companies expected to suffer the same decrease in stock price. The short selling strategies employed by the Fund often involve extensive due diligence or research related to the identification, assessment, valuation and overall analysis of potential short opportunities. In some instances, the Co-Investment Advisors will engage one or more third-party research firms to assist in the due diligence and research process regarding a particular company. These firms provide the Co-Investment Advisors with due diligence and research on the subject company or its securities and, at times, the Co-Investment Advisors will provide the third-party research firm(s) with due diligence and research. The third-party research firms, at times, publish information regarding the relevant company or securities in the public domain. In addition, at times the Co-Investment Advisors and multiple third-party research firms have and will share due diligence and research with each other in connection with such firms’ publications of information regarding a relevant company or security. Depending on the circumstances, the price of the subject security may change following the dissemination of information by the third-party research firm(s). The third-party research firms are compensated under a contractual arrangement, either at a flat rate or as a percentage of Fund profits related to the subject security. With respect to the short strategies, the Co-Investment Advisors have deep experience and expertise in the securities lending markets. The Co-Investment Advisors lever a broad network of market participants to source inventory at attractive rates and with good stability. This allows the Fund to take positions at an appropriate size with less buy-in pressure than it would without this network. Special Situations Structured Financing The Co-Investment Advisors utilize a network of investment bankers, lawyers and issuers seeking to raise capital in the secondary markets. This can take a variety of forms, including but not limited to underwritten public offerings, registered direct offerings, bought deals and private placements. These offerings are primarily conducted by North American issuers, through brokers within the Co-Investment Advisors’ network. These offerings are often priced attractively relative to the public equity shares of the subject issuer. Warrants are frequently included in these transactions. This provides optionality in the portfolio positively correlated with market volatility, and warrants can yield a multiple on invested capital when they move into the money. The Co-Investment

Advisors may hedge illiquid longs using public equities, allowing the Fund to protect gains prior to the exit date. Thematic Trading From time to time, in reaction to market dislocations, the Chief Investment Officer will deploy capital to short term, catalyst-oriented mispricing across the market or within targeted sectors. As volatility increases, The Chief Investment Officer levers a broad network of market participants to identify shifts in investor sentiment, and how these shifts will affect asset pricing in the near term. Further analysis is performed on targeted sectors or thematic elements within the market, and capital is deployed to the best opportunities from a risk-reward perspective. Larger shifts due to spikes in optimism or pessimism lead to a broader set of opportunities and more capital deployment. This trading is largely short-term in nature, and can be in response to market events, changes in regulations, geopolitical events or scientific or technological advancements. Risk Factors To manage risk within the portfolio, the Co-Investment Advisors rely on internal reporting that quantifies and highlights risks from a variety of perspectives, including but not limited to: Leverage The Co-Investment Advisors in ordinary circumstances seek to minimize the use of leverage within the Fund portfolio. This allows for capital preservation, as unexpected events can result in magnified losses when leverage is present. Market Correlation One of the primary objectives of the Fund is to maintain low correlation with broad equity indices. As capital is deployed across the strategic framework, the opportunities available in the market at a point in time may lead to undesirable positive or negative net exposure as a percentage of net asset value. When such undesirable exposures occur, the Co-Investment Advisors will ‘beta hedge’ by taking long or short positions in index ETFs which are meant to proxy broad equity markets. As a result, net exposure is adjusted to a desirable level, with the objective of maintaining low correlation over time. Liquidity The Co-Investment Advisors monitor illiquid positions in the Fund portfolio, as a percentage of net asset value. The objective is to maintain positions in the portfolio that have an attractive riskreturn profile while also allowing for sufficient unencumbered cash to process capital transactions and to be opportunistic when market dislocation occurs. Illiquid positions are sized carefully and hedged proactively as needed. Issuer Exposures The Co-Investment Advisors evaluate individual issuer exposures in the Fund portfolio to prevent undesirable concentrations. First, when a position is first taken, it is sized carefully. An illiquid

long position with explosive growth in value can be extremely challenging to hedge, due to the inherent liquidity mismatch between the long position and the hedge. Thus, positions must be sized initially to accommodate significant growth without sacrificing other attractive positions as a cost of hedging the position. Short positions must be sized carefully, as short-term price increases can cause significant mark to market losses, that are difficult to recoup even with an expected reversal. Short positions may be rebalanced to the desired weight as prices rise and increase again as price increases slow and begin to reverse. Liquid long positions are generally increased as prices fall, as long as the thesis remains intact. Geography, Sector and Factor Concentrations As positions are taken across the portfolio, there is the potential for concentrations to emerge in a particular geography, sector or factor. The Co-Investment Advisors monitor the Fund portfolio and take hedging positions as needed to mitigate undesirable exposures. These hedging positions can include ETFs and options on ETFs linked to sectors, geographies or factors. If relevant ETFs are not available, the Co-Investment Advisors will seek to construct a basket of relevant issuer exposures that act as a hedge to the undesirable risk. Currency and Commodity Concentrations The Co-Investment Advisors seek to mitigate undesirable currency and commodity exposures in the Fund portfolio. Currency exposures are hedged using forward contracts, while commodity exposures are hedged using futures contracts, ETFs or correlated baskets, where applicable. Derivative Exposure When evaluating issuer concentrations, the Co-Investment Advisors monitor delta adjusted and delta one exposures in the Fund portfolio. Issuer exposures undesirably large from a delta adjusted or a delta one perspective are trimmed to an appropriate size. Macroeconomic and Geopolitical Risk By minimizing the use of leverage, keeping net exposures low, managing geographic, sector and factor exposure, monitoring issuer exposures and illiquid positions, the Co-Investment Advisors seek to maintain a portfolio in the Fund that is not significantly impacted by sudden macroeconomic and/or geopolitical risks, and the associated volatility in financial markets. The Co-Investment Advisors seek to maintain sufficient unencumbered cash in the portfolio to identify and capitalize on price dislocations that occur in conjunction with these events. Counterparty Risk The Co-Investment Advisors maintain a broad counterparty framework, allocating Fund exposures across counterparties to limit excessive concentration of exposures at any one counterparty. Cash balances are swept to the largest systemically important banks from time to time. In addition, counterparty developments are monitored by capturing and assessing news developments and monitoring credit default swap spreads, where available. The Co-Investment Advisors seek to develop deep relationships with the existing counterparty framework, maintaining frequent and

transparent dialogue with the business, compliance and risk teams to ensure optimal treatment in times of volatility or uncertainty. Operational Risk The Co-Investment Advisors work to maintain continuity among personnel, processes and service provider relationships in order to seek to minimize operational risk that may negatively impact the Fund. Policies and procedures are documented and automated where practicable, and plans are in place to mitigate the impact of personnel departures, software failures, and service provider departures. Cyber risk is managed using an outsourced information technology firm and a cyber risk consulting firm, with vulnerabilities periodically assessed, tested and mitigated. These procedures are components of the Co-Investment Advisors’ business continuity plan. Legal and Regulatory Risk The Co-Investment Advisors monitor legal and regulatory developments by maintaining a broad network of external counsel contacts, subscribing to regulatory bulletins and participating in regulator calls, webinars and roundtables, industry advocacy organizations and dialogue with other market participants to identify best practices. When significant developments or changes in the regulatory framework occur, the Co-Investment Advisors work to adjust internal policies and procedures to appropriately address applicable requirements. Despite these efforts, legal and regulatory risks remain and continue to evolve. Short selling strategies are often subject to heightened regulatory scrutiny. The Co-Investment Advisors strive to minimize legal and regulatory risks in accordance with the Fund’s investment program. Special Investments The Co-Investment Advisors may designate certain Fund investments (together with any hedging transactions entered into in connection with such investment) as special investments (each, a “Special Investment”) if the Co-Investment Advisors determine, either at the time of acquisition or a later date, that the investment is subject to legal or contractual restrictions on transferability or subject to other special considerations that, in the opinion of the Co-Investment Advisors, restrict the ability of the Fund to dispose of the investment in conventional market transactions without impairing the value of the investment, or cause the investment to have highly uncertain valuation characteristics, until the occurrence of a realization event with respect thereto. The investment objectives and methods summarized above represent the Fund general partner’s (the “General Partner’s”) current intentions. Depending on conditions and trends in the securities markets and the economy in general, the General Partner may pursue any objectives, employ any investment techniques or purchase any type of security that it considers appropriate and in the best interests of the Fund whether or not described in this section. The foregoing discussion includes and is based upon numerous assumptions and opinions of the General Partner concerning world financial markets and other matters, the accuracy of which cannot be assured. There can be no assurance that the Fund’s investment strategy will achieve profitable results. Past performance of the Fund or that of the General Partner, the Co-Investment Advisors or their affiliates is not indicative of future results of the Fund. Investors risk the loss of their entire investment.

Arch Funds (referred to in this section as the “Fund”) Investment Objective The last decade has been dominated by two consistent themes: low interest rates and strong capital availability. The Co-Investment Advisors have noted the following trends: •

Private real estate investors have benefited, as most high-quality commercial real estate has increased in value around the world; and

•

As a result, value-oriented real estate investors have had difficulty finding quality assets at reasonable prices.

The Co-Investment Advisors have identified public market real estate as an asset class that gives prospective investors potential access to high quality real estate with consistent income at attractive pricing. Rather than focusing on a specific index, the Co-Investment Advisors aim to identify the value of the underlying assets in real estate equities while taking a more activist approach in working with the assets held by the Fund. The Fund’s investment objective is to deliver positive absolute returns on an annual basis by investing in global real estate securities utilizing the following investment strategy: •

specifically targeting poorly managed REIT’s where real estate value is higher than REIT unit trading prices;

•

shorting over-valued REIT’s with weak fundamentals, poor management structure or alignment of interests;

•

identifying merger, acquisition and privatization candidate in the REIT sector;

•

investing in higher quality real estate businesses that are poised to outperform the overall REIT sector; and

•

taking more activist roles in certain situations, publicizing/demanding change.

At particular moments in time, public REITs may trade at sizeable discounts or premiums to net asset values determined based on the private market values of underlying real estate asset. The Fund aims to identify discounts/premiums to these net asset values that the Co-Investment Advisors believe will narrow and thereby could result in positive returns. Discounts to net asset value can be caused by: •

Poor forecasted or current macro conditions: economic growth prospects, interest rates, inflation, etc.;

•

Weak management teams and/or misaligned asset management structures; or

•

High leverage and dividend payout ratios.

Premiums to the net asset value of potential investments can be caused by: • Ambitious growth targets; • High amounts of fund flow to a particular stock/sector; or • Valuation premium due to management track records. • The investment decision making process is driven by originating ideas through: • Screens; • Network of Contacts; and • News flow. • Candidates for the Fund are evaluated using the following considerations: • Net asset value discount or premium; • Management ownership or track record; • Asset quality including analysis of key performance indicators such as occupancy, average monthly rents, cash flow and net operating income; • Asset management contract provisions; • Market cap and sell side coverage; • Leverage and dividend payout ratios; • Unitholder composition; and • Private vs. public forward return profile. The Fund has developed a model for implementing its investment strategy that takes into account the following considerations: • Ensure positive risk/reward aspects; • Develop decision tree for likely outcomes; • Define entry and exit strategy; • Execution; • Purchase security; • Evaluate new information; • Revisit decision tree; and • Refine return/risk characteristics as share price changes or news emerges. Investment Strategy The Fund primarily has a real estate securities focus and invests predominantly in North America, and selective global opportunities. The Fund may become more concentrated to reflect a refined strategy over time as the Co-Investment Advisors seek to identify specific opportunities that will provide the potential for enhancement of value. In appropriate circumstances, the Co-Investment Advisors may decide to be active, value-added investors by drawing on the knowledge, experience and contacts the Co-Investment Advisors and the Fund’s consultant have developed. The CoInvestment Advisors look to pursue a flexible investment strategy that considers taking both long and short positions in the entities in which it seeks to invest. The investment strategy of the Fund is to assess the absolute value of potential investments and the Co-Investment Advisors seeks to identify higher quality real estate businesses that are poised

to deliver positive returns; and identify merger, acquisition and privatization candidates where catalysts can be identified within a 12-16 month time frame. The Co-Investment Advisors have identified a number of factors that they uses to assess the value of potential investment targets. Key factors that the Co-Investment Advisors consider are: management track record and share ownership, asset quality, private vs. public market real estate pricing, balance sheet, dividend payout ratio, corporate governance, shareholder composition, asset management contracts and finally macro-economic factors impacting the underlying real estate. The short selling strategies employed by the Fund often involve extensive due diligence or research related to the identification, assessment, valuation and overall analysis of potential short opportunities. In some instances, the Co-Investment Advisors will engage one or more third-party research firms to assist in the due diligence and research process regarding a particular company. These firms provide the Co-Investment Advisors with due diligence and research on the subject company or its securities and, at times, the Co-Investment Advisors will provide the third-party research firm(s) with due diligence and research. The third-party research firms, at times, publish information regarding the relevant company or securities in the public domain. In addition, at times the Co-Investment Advisors and multiple third-party research firms have and will share due diligence and research with each other in connection with such firms’ publications of information regarding a relevant company or security. Depending on the circumstances, the price of the subject security may change following the dissemination of information by the third-party research firm(s). The third-party research firms are compensated under a contractual arrangement, either at a flat rate or as a percentage of Fund profits related to the subject security. A strict sell discipline is in place for any investments that no longer fit the underlying strategy of the fund or where the total return hurdle has been met and the investment is no longer poised to deliver positive absolute returns. The Co-Investment Advisors will also conduct quarterly reviews of the Fund’s investments with the Fund’s consultant. The investment objectives and methods summarized above represent the Fund general partner’s (the “General Partner’s”) current intentions. Depending on conditions and trends in the securities markets and the economy in general, the General Partner may pursue any objectives, employ any investment techniques or purchase any type of security that it considers appropriate and in the best interests of the Fund whether or not described in this section. The foregoing discussion includes and is based upon numerous assumptions and opinions of the General Partner concerning world financial markets and other matters, the accuracy of which cannot be assured. There can be no assurance that the Fund’s investment strategy will achieve profitable results. Past performance of the Fund or that of the General Partner, the Co-Investment Advisors or their affiliates is not indicative of future results of the Fund. Investors risk the loss of their entire investment. Risk Factors A prospective investor in the Fund should be aware that there are numerous risks associated with an investment in the Fund. Before making a decision to invest in the Fund, a prospective investor should assess their overall portfolio to determine if an investment in the Fund is appropriate. An

investment decision should be made only after consulting with independent and qualified sources of investment and tax advice. The foregoing is a summary of the risks associated with an investment in the Fund. Risk of Loss All speculative investments risk the loss of capital. The investment techniques and strategies of the Fund involve such risk. There can be no assurance that the Fund will not incur losses. There is no guarantee that the Fund will earn a return. An investment in the Fund is appropriate only for investors who have the capacity to absorb, and are aware that they may incur, a loss of some or all of their investment. There is no assurance that the Fund will be able to achieve its investment objective. No Assurance Of Return Or Income Although the Co-Investment Advisors will use their best efforts to achieve positive returns for limited partners, no assurance can be given in this regard. In addition, other than distributions of certain dividend income earned by the Fund, the Fund does not intend to make regular cash distributions to limited partners. An investment in the Fund is not suitable for an investor seeking an income from such investment. Value Of Fund Portfolio Each investment made by the Fund has some degree of risk associated with it and may result in the loss of the entire investment in such asset. The Co-Investment Advisors seeks to develop strategies to minimize such risk and may use such derivative products as are available from time to time including futures and options transactions, margin transactions and short sales. However, in certain circumstances, these uses of these derivatives can increase losses. In addition, while the Co-Investment Advisors look to invest a majority of the Fund assets in liquid securities, there can be no assurances that market liquidity will be maintained over time. Prospective investors should be aware that the value of the assets held by the Fund may fluctuate significantly over time. Valuation of the Fund’s Investments While the Fund is independently audited by the auditors on an annual basis in order to ensure as fair and accurate a pricing as possible, valuation of the portfolio securities, particularly any illiquid investments, and other investments may involve uncertainties and judgmental determinations and, if such valuations should prove to be incorrect, the net asset value of the units could be adversely affected. Independent pricing information may not at times be available regarding certain of the Fund’s securities and other investments. Valuation determinations will be made in good faith in accordance with the valuation principles set forth herein. Although the Fund generally invests in exchange-traded and liquid over-the-counter securities, the Fund may from time to time have some of its assets in investments which by their very nature may be extremely difficult to value accurately. To the extent that the value assigned by the Fund to any such investment differs from the actual value, the net asset value of the units may be understated or overstated, as the case may be. In light of the foregoing, there is a risk that a limited partner

who redeems all or part of its units while the Funds hold such investments will be paid an amount less than such limited partner would otherwise be paid if the actual value of such investments is higher than the value designated by the Fund. Similarly, there is a risk that such limited partner might, in effect, be overpaid if the actual value of such investments is lower than the value designated by the Fund in respect of a redemption. In addition, there is a risk that an investment in the Fund by a new investor (or an additional investment by an existing limited partner) could dilute the value of such investments for the other limited partners if the actual value of such investments is higher than the value designated by the Fund. Further, there is a risk that a new limited partner (or an existing limited partner that makes an additional investment) could pay more than it might otherwise if the actual value of such investments is lower than the value designated by the Funds. The Co-Investment Advisors does not intend to adjust net asset value retroactively, but may withhold, without interest, up to 5% of all redemption proceeds of certain redemptions pending completion of the year-end audit of the Fund. Real Estate Industry The Fund holds a substantial portion of the Fund’s portfolio in real estate securities whose underlying value is tied to real property. All real property investments are subject to a degree of risk and uncertainty. Real property investments are affected by various factors including general economic conditions, local real estate markets, demand for leased premises, competition from other available premises and various other factors. The value of real property and any improvements thereto may also depend on the credit and financial stability of the tenants. The value of an underlying investment will be adversely affected if one or more major tenants or a significant number of tenants of the assets held by the investment were to become unable to meet their obligations under their leases or if a significant amount of available space in such properties is not able to be leased on economically favorable lease terms. In the event of default by a tenant, delays or limitations in enforcing rights as lessor may be experienced and substantial costs in protecting the investment may be incurred. The ability to rent unleased space in such properties will be affected by many factors. Costs may be incurred in making improvements or repairs to underlying properties required by new tenants. A prolonged deterioration in economic conditions could increase and exacerbate the foregoing risks. The failure to rent unleased space on a timely basis or at all would likely have an adverse effect on the investment’s value which in turn would have an adverse impact on the Fund’s returns. As well, certain of the leases of the underlying properties held by entities in which the Fund invests may have early termination provisions which, if exercised, would reduce the average lease term. Individual Asset Risk Each entity in which the Fund invests is subject to its own individual risks based on the exact nature of the operations carried on by that entity. These risks can include, but are not limited to: (i) demand for the type of properties (e.g. residential or commercial) the entity holds; (ii) competition for acquisition targets and tenants; (iii) changes to governmental regulations affecting the properties held; (iv) the impact on environmental regulations on properties held; (v) the fixed costs and debt levels of the underlying investments; (vi) interest rate risks; (vii) access to capital to fund business strategies; (viii) quality of management teams and (ix) other general risks. The Co-Investment Advisors will assess the risk profile of each potential investment to determine whether it fits within the risk profile of the Fund’s portfolio but there can be no assurance

that any individual investment will not face a significant decline in value even where the general real estate industry outlook is positive. Liquidity Of Underlying Investments Some of the securities in which the Fund invests or intends to invest may be thinly traded or have no trading market and/or be restricted as to their transferability under applicable securities laws. The Fund is restricted from investing more than 25% of the Fund’s assets in illiquid securities. Assigning value to any illiquid securities held by the Fund can be subject to a significant amount of subjectivity and discretion. The Fund may not be able to dispose of such positions in a timely manner and such sales may trigger a substantial decline in the prices of such securities. This could result in a significant decline in the net asset value of the Fund. See “Investment Objective, Strategies and Guidelines - Investment Guidelines”. Limited Investment Opportunities The Fund focuses on investments in the real estate sector both in Canada and in other countries. The Fund actively seeks attractive valuation opportunities but from time to time such opportunities may be limited. There are other investment vehicles with similar strategies that are in direct competition with the Fund for potential acquisitions. Such competition can result in the Fund paying higher than intended prices for assets or being unable to acquire a position in such assets at all. Such events could have an adverse impact on the performance of the Fund. A number of these competitive investment vehicles may have greater financial resources than those of the Fund or operate without the investment or operating restrictions of the Fund or according to more flexible conditions that enable them to assess and react more quickly to investment opportunities. Composition Of Fund Portfolio Other than restrictions with respect to holding illiquid securities, there are currently no restrictions on the nature of the assets that can be held by the Fund including restrictions on concentration. The Fund consists and will consist, possibly exclusively, of investments in REITs and other real estate related securities. Further, the Co-Investment Advisors do not intend to seek to diversify the portfolio across issuers, geographies, types of real estate securities or in respect of the nature of the underlying real estate investments held by the issuers in which the Fund invests. As such, the Fund generally holds a more concentrated portfolio of assets. When such circumstances arise, the Fund could be subject to higher levels of volatility in its net asset value and greater exposure to changes in general economic conditions. Special Situation Investing The Fund may invest in REITs and other entities involved in (or the target of) acquisition attempts or tender offers or companies involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies and similar transactions. The consummation of mergers, tender offers and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or unitholders of the target company, which often results in litigation to enjoin the proposed transaction; (ii) intervention of government agencies; (iii) efforts by the target company to pursue a defensive strategy, including a merger with, or a friendly tender offer by, an entity other

than the offeror; (iv) an attempt by a third party to acquire the offeror; (v) in the case of a merger, failure to obtain the necessary unitholder approvals; (vi) market conditions resulting in material changes in securities prices; (vii) compliance with any applicable legal requirements; and (viii) the inability to obtain adequate financing. Additionally, such investment can result in a distribution of cash or a new security the value of which is less than the purchase price of the security in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Fund may be required to sell its investment at a loss. The Fund may purchase securities on a when-issued basis, which means that delivery and payment take place sometime after the date of the commitment to purchase and is often conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, reorganization or debt restructuring. The purchase price and/or interest rate receivable with respect to a when-issued security are fixed when the Fund enters into the commitment. Such securities are subject to changes in market value prior to their delivery. Country Risk While the Fund intends to focus on opportunities in Canada and the United States, it may also invest in securities of issuers established in jurisdictions outside of North America. These investments may also be in currencies other than the Canadian dollar and United States dollar which are subject to enhanced risk. Such foreign investments may be subject to additional risk factors than those associated with investments in Canada and the United States. Such additional risks can include: (i) foreign exchange controls which may result in the inability of the Fund to repatriate its investment; (ii) volatility in exchange rates that cannot be effectively hedged that can impact the net asset value which is calculated in U.S. dollars; (iii) the impact of local tax laws and other government regulations on the operation of the Fund in those jurisdictions; (iv) difference in the operation of public markets from those in Canada and the United States that may impact liquidity and the ability to obtain relevant information about assets held by the Fund; and (vi) the enforceability of judgments obtained by the Fund in Canadian courts in foreign jurisdictions. Exchange-Rate Fluctuations Many of the Fund’s investments are denominated in currencies other than the functional currency of the Fund. Fluctuation in the exchange rates between such currencies and the United States dollar can be highly volatile and unpredictable, being influenced not only by market forces but also by central banks intervening in the markets with the specific purpose of influencing such rates. Exchange-rate fluctuations can reduce, eliminate or even reverse profits which the Fund would otherwise have made on its investments. Exchange-rate hedging can be particularly problematic in the case of illiquid investments due to the longer-duration of such investments (and the resulting need for ongoing exchange-rate hedging) and the typically limited resources available to fund such hedging. The Co-Investment Advisors do not purport to be an expert in currency trading. Consequently, exchange-rate hedges (if any) as the Co-Investment Advisors implement are likely to be “robotic” – i.e., simply rolling currency forward contracts on a regular basis without attempting to reduce the cost of such hedging by actively trading in the relevant currencies.

The Co-Investment Advisors may, but have no obligation to, hedge the Fund’s exchange-rate risk. Such hedges as the Co-Investment Advisors do implement are expensive and in a number of markets no effective hedges are available. The Fund is exposed to material exchange-rate risk. Leverage The Fund may trade on margin, engage in other forms of borrowing to enhance its investment strategies and use other forms of financial leverage. The level of interest rates and the rates at which the Fund can borrow affects the operating results of the Fund. Fluctuations in the market value of the portfolio of a heavily leveraged investment fund can have a disproportionately large effect in relation to the capital of that investment fund. Any event which may adversely affect the value of positions held by the Fund could significantly affect the net asset value. The Fund may also borrow funds from time to time as the Co-Investment Advisors deem appropriate. Interest Rate Risk From time to time the Fund may choose to invest in securities that are sensitive to changes in interest rates. In times where interest rates are changing frequently this will result in increased volatility in such securities. In addition, if the Fund does engage in leverage transactions, any increase in interest rates will result in higher borrowing costs to the Fund and may result in such leverage strategy having a negative impact on the net asset value. Shareholder Activism The Co-Investment Advisors may from time to time identify an issuer with weak management or other features that the Co-Investment Advisors believe depresses the fundamental value of such issuer and its securities. In those circumstances, the Co-Investment Advisors will take a position in that issuer, sometimes a material position, and will initiate or work with other key shareholders in initiating corporate change. Although the Co-Investment Advisors will act prudently and in accordance with applicable law, such shareholder activism opens the Co-Investment Advisors and possibly the Fund, to certain risks, including the risk of litigation by existing management or other shareholders, the risk that trading in such issuers’ securities may become suspended and the risk that the Fund’s investment in such issuers will be treated as part of a larger control block and subject to statutory restrictions on liquidity. Changes In Investment Strategy The Co-Investment Advisors may alter the Fund’s investment strategies without prior approval by limited partners to adapt to changing circumstances. No Assurance of Non-Correlation to Traditional Portfolios One of the potential benefits of including “alternative investment” strategies in a traditional portfolio of stocks and bonds is the expected risk control gained from diversifying a portfolio into asset classes and strategies which tend not to be highly correlated with the overall equity and debt markets. However, there can be no assurance, including during periods of market disruption and stress when the risk control benefits of diversification may be most important, that the Fund’s results will not be correlated to the general performance of the stock and bond markets. Unless

the Fund’s performance exhibits only limited correlation to these markets, an investment in the Fund will not provide meaningful diversification benefits to an overall portfolio. The investment objectives and methods summarized above represent the Fund’s general partner’s (the “General Partner’s”) current intentions. Depending on conditions and trends in the securities markets and the economy in general, the General Partner may pursue any objectives, employ any investment techniques or purchase any type of security that it considers appropriate and in the best interests of the Fund whether or not described in this section. The foregoing discussion includes and is based upon numerous assumptions and opinions of the General Partner concerning world financial markets and other matters, the accuracy of which cannot be assured. There can be no assurance that the Fund’s investment strategy will achieve profitable results. Past performance of the Fund or that of the General Partner, the Co-Investment Advisors or their affiliates is not indicative of future results of the Fund. Investors risk the loss of their entire investment.

Anson North Star Funds (referred to in this section as the “Fund”) Investment Objective The objective of the Fund is to apply the Co-Investment Advisors’ investment process to preserve and grow capital while limiting drawdowns. Investment Strategy The Co-Investment Advisors believe that net market exposure should be determined by analyzing five key factors: (i) sovereign credit signals, (ii) corporate credit signals, (iii) economic indicators, (iv) market breadth, and (v) the trend of revenue and earnings revisions. The Co-Investment Advisors believe that diligently following a process can help overcome inherent behavioral biases and help identify important changes in market sentiment. Recognizing factor performance shifts, for instance growth vs value, and positioning the portfolio accordingly can help boost returns and limit volatility. Individual securities are selected by screening strong relative strength sectors for high quality companies with strong fundamental attributes, which the Co-Investment Advisors believe indicates favorable supply and demand dynamics. The Co-Investment Advisors will also look to opportunistically capitalize on IPOs, secondaries, and trading dislocations. Managing Risk Preservation of capital is the priority, which the Co-Investment Advisors intend to accomplish by limiting losses on portfolio positions, by both hedging market exposure when risk is identified, and by including short positions in the portfolio as appropriate. Each position has a pre-determined selling price or a stop loss. The Co-Investment Advisors will increase cash holdings if market signals are unclear and wait for a better entry point, either on the long or the short side. Investment Style The Fund monitors rotation between sector and premia (momentum, size, and value), watching for important signs of inflection. The Co-Investment Advisors’ primary aims are to preserve capital and also capture early trends. The Co-Investment Advisors believe the employment of technical indicators and a rigorous process helps to avoid cognitive and behavioral biases. Long Equity The Co-Investment Advisors prefer to be long stocks where the Co-Investment Advisors believe both the opportunity and rationale exist for multiple expansion. This includes seeking out companies with favorable changes in management, a new product that will expand their addressable market or reinvigorate sales, favorable cost of capital developments, positive change in business model, and upward revisions to both revenue and profitability.

Short Equity The Co-Investment Advisors prefer to be short stocks where there exists the opportunity and rationale for multiple contraction. The Co-Investment Advisor will seek to short companies for reasons including (i) showing weak relative strength compared to both the market and peers, (ii) secular headwinds, (iii) richly valued compared to the market and/or peers with an expectation for mean reversion, (iv) balance sheet challenges and weak cash flow dynamics, (v) management that appears unable to navigate their industry dynamics, (vi) expectations for increased competition, and (vii) a rising cost of capital. The short selling strategies employed by the Fund often involve extensive due diligence or research related to the identification, assessment, valuation and overall analysis of potential short opportunities. In some instances, the Co-Investment Advisors will engage one or more third-party research firms to assist in the due diligence and research process regarding a particular company. These firms provide the Co-Investment Advisors with due diligence and research on the subject company or its securities and, at times, the Co-Investment Advisors will provide the third-party research firm(s) with due diligence and research. The third-party research firms, at times, publish information regarding the relevant company or securities in the public domain. In addition, at times the Co-Investment Advisors and multiple third-party research firms have and will share due diligence and research with each other in connection with such firms’ publications of information regarding a relevant company or security. Depending on the circumstances, the price of the subject security may change following the dissemination of information by the third-party research firm(s). The third-party research firms are compensated under a contractual arrangement, either at a flat rate or as a percentage of Fund profits related to the subject security. With respect to the short strategies, the Co-Investment Advisors have deep experience and expertise in the securities lending markets. The Co-Investment Advisors lever a broad network of market participants to source inventory at attractive rates and with good stability. This allows the Fund to take positions at an appropriate size with less buy-in pressure than it would without this network. Special Investments The Co-Investment Advisors may designate certain Fund investments (together with any hedging transactions entered into in connection with such investment) as special investments (each, a “Special Investment”) if the Co-Investment Advisors determine, either at the time of acquisition or a later date, that the investment is subject to legal or contractual restrictions on transferability or subject to other special considerations that, in the opinion of the Co-Investment Advisors, restrict the ability of the Fund to dispose of the investment in conventional market transactions without impairing the value of the investment, or cause the investment to have highly uncertain valuation characteristics, until the occurrence of a realization event with respect thereto. The business of the Fund includes the realization and distribution of the Fund’s assets to shareholders during a wind down of the Fund’s operations. The investment objectives and methods summarized above represent the Co-Investment Advisors’ current intentions. Depending on conditions and trends in the commodities and securities markets

and the economy in general, the Co-Investment Advisors may pursue any objectives, employ any investment techniques or purchase any type of security or instrument or make any investment that they consider appropriate and in the best interests of the Fund whether or not described in this section. The foregoing discussion includes and is based upon numerous assumptions and opinions of the Co-Investment Advisors concerning world financial markets and other matters, the accuracy of which cannot be assured. There can be no assurance that the Fund’s investment strategy will achieve profitable results. Past performance of the Fund or that of the Co-Investment Advisors or their affiliates is not indicative of future results of the Fund. Investors risk the loss of their entire investment. Risk Factors Investment in the Fund is speculative and involves certain risks. Certain of these risks are summarized below. The Fund may not be suitable for all investors and is intended for sophisticated investors who can accept the risks associated with its investments. Investors will not have recourse except with respect to the assets of the Fund. Prospective investors should consider, among others, the risk factors described in this section. All investments risk the loss of capital. No guarantee or representation is made that the Fund’s program will be successful, and investment results may vary substantially over time. The Fund’s investment program utilizes investment techniques such as options, margin transactions and short sales, which practices can, in certain circumstances, maximize the adverse impact to which the Fund may be subject. Prospective investors should give careful consideration to the following factors in evaluating the merits and suitability of an investment in shares of the Fund: Investment and Trading Risks in General All investments risk the loss of capital. No guarantee or representation is made that the Fund’s program will be successful, and investment results may vary substantially over time. The Fund’s investment program utilizes investment techniques such as options, futures, derivatives, margin transactions and short sales, which practices can, in certain circumstances, maximize the adverse impact to which the Fund may be subject. Concentration of Investments The Co-Investment Advisors have broad discretion over the Fund’s investment program and may choose to allocate substantial portions of the Fund’s assets to a particular investment. Such an occurrence may tend to result in more rapid changes in the Fund’s portfolio, upward or downward, than would be the case with greater diversification, with the result that a loss in any such position could have a material adverse impact on the Fund’s capital. The Co-Investment Advisors may also make similar market timing decisions and asset allocation decisions regarding the investments or some combination of other strategies. Short Sales The Fund may affect short sales. Short selling is the practice of selling investments which are not owned by the seller, generally when the seller anticipates a decline in the price of the investments

or for hedging purposes. To complete a short sale, the seller must borrow the investments from a third party in order to make delivery to the buyer. The seller generally will be required to pay a brokerage commission, a fee or interest which will increase the cost to the seller of selling such investments. The proceeds of the short sale plus additional cash or investments must be deposited as collateral with the lender of the investments to the extent necessary to meet margin requirements; the amount of the required deposit will be adjusted periodically to reflect any change in the market price of the investments which the seller is required to return to the lender. The seller generally will be entitled to receive payments from the lender with respect to the short sale proceeds and additional cash on deposit with the lender, at negotiated rates typically based on the lender’s short-term borrowing costs. The seller will be obligated to return the securities equivalent to those borrowed at any time on demand of the lender of the securities borrowed by purchasing them at the market price at the time of replacement. At the time of replacement, the market price of the security may be substantially higher than the market price at the time the shares were borrowed. Additionally, the Co-Investment Advisors may choose to replace the investments sooner than desired in connection with the execution of the Fund’s investment program in order to: manage overall borrowing costs, protect the Fund’s assets or crystallize profits at a given level. Until the securities are replaced, the seller will be required to pay to the lender amounts equal to any dividends or interest which accrue during the period of the loan of the investments. Short selling is often subject to heightened regulatory scrutiny. Leverage The Fund may trade on margin, engage in other forms of borrowing to finance their operations and use other forms of financial leverage. The level of interest rates and the rates at which the Fund can borrow will affect the operating results of the Fund. Fluctuations in the market value of the portfolio of a heavily leveraged investment fund can have a disproportionately large effect in relation to the capital of that investment fund. Any event which may adversely affect the value of positions held by the Fund could significantly affect the net asset value of the Fund. The Fund may also borrow funds from time to time as the Co-Investment Advisors deem appropriate. Derivatives Derivative instruments, or “derivatives,” include futures, options, swaps, structured investments and other instruments and contracts that are derived from, or the value of which is related to, one or more underlying investments, financial benchmarks, currencies or indices. Derivatives allow an investor to hedge or speculate upon the price movements of particular investments at a fraction of the cost of investing in the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of other risks associated with derivatives trading. For example, because many derivatives are “leveraged,” and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement can not only result in the loss of the entire investment, but may also expose the Fund to the possibility of a loss exceeding the original amount invested. Derivatives may also expose investors to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts, and to counterparty risk. The counterparty risk lies with each party with whom the Fund contracts for the purpose of making derivative investments (the “Counterparty”).

In the event of the Counterparty’s default, the Fund will only rank as an unsecured creditor and risk the loss of all or a portion of the amounts it is contractually entitled to receive. Put and Call Options on Specific Investments The Fund may purchase exchange-listed and over-the-counter (“OTC”) put and call options on specific investments. In addition, the Fund may write and sell covered or uncovered call and put option contracts. A call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying investments at a stated exercise price at any time prior to the expiration of the option. Similarly, a put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying investments at a stated exercise price at any time prior to the expiration of the option. Options written by the Fund may be wholly or partially covered (meaning that the Fund holds an offsetting position) or uncovered. Options on specific investments may be used by the Fund to seek enhanced profits with respect to a particular security. Alternatively, they may be used for various defensive or hedging purposes. For example, they may be used to protect against a future adverse change in the market price of a particular portfolio investment held by the Fund without requiring a sale of the investment. Use of put and call options may result in losses to the Fund, force the sale or purchase of portfolio investments at inopportune times or for prices higher than (in the case of put options) or lower than (in the case of call options) current market values, limit the amount of appreciation the Fund can realize on their investments or cause the Fund to hold an investment it might otherwise sell. For example, a decline in the market price of a particular investment could result in a complete loss of the amount expended by the Fund to purchase a call option (equal to the premium paid for the option and any associated transaction charges). An adverse price movement may result in unanticipated losses with respect to covered options sold by the Fund. The use of uncovered option writing techniques may entail greater risks of potential loss to the Fund than other forms of options transactions. For example, a rise in the market price of the underlying investment will result in the Fund realizing a loss on the calls written, which would not be offset by the increase in the value of the underlying investments to the extent the call option position was uncovered. Foreign Investment. The Fund may make investments in issuers organized or based outside Canada, the United States and other developed markets (“Developed Markets”). These investments may be subject to a variety of risks and other special considerations not affecting investments in Developed Markets. Many foreign investment markets are not as developed or efficient as those in Developed Markets. Investments in some foreign issuers are less liquid and more volatile than investments in comparable issuers in Developed Markets. Similarly, volume and liquidity in many foreign markets are less than in Developed Markets and, at times, volatility of price can be greater than in Developed Markets. The issuers may be subject to less stringent financial reporting and informational disclosure standards, practices and requirements than those applicable to issuers in Developed Markets. Since transactions in investments outside the United States often are denominated in currencies of their countries, the Fund may incur currency exchange costs when effecting these transactions, and the value of these investments as measured in U.S. dollars may be affected favorably or unfavorably by subsequent changes in currency rates and exchange control regulations. Currency exchange rates may fluctuate significantly over short periods of time. The Fund will be permitted,

but will not be required, to engage in currency hedging transactions (using forward, futures or options contracts) to protect against adverse changes in currency rates, and it is possible that such hedging transactions could be unsuccessful. Foreign Exchanges The Fund may trade on exchanges located outside the Developed Markets, where the protections provided by regulations in Developed Markets do not apply. Some commodity exchanges, for example, in contrast to exchanges in Developed Markets, are “principals’ markets” in which performance with respect to a commodity interest contract is the responsibility only of the individual member with whom the trader has entered into the contract and not of the exchange or its clearinghouse, if any. In the case of trading on non-U.S. exchanges, the Fund will be subject to the risk of the inability of or refusal by its counterparties to perform with respect to their contracts with the Fund. The Fund also may not have the same access to certain trades as do various other participants in non-U.S. markets. Index Contracts The Fund may, but is not required to, utilize various other instruments to seek to hedge against the risk of changes in the level of prices of broad market averages or indices, as well as narrower indices or baskets of investments. These hedging strategies may be executed through the use of exchange-traded equity index options or futures contracts or options thereon, standardized or individually negotiated over-the-counter contracts or other forms of derivative contracts (collectively, “Index Contracts”). Index contracts have risks associated with them including possible default by the other party to the transaction, illiquidity and, to the extent the Co-Investment Advisors’ view as to certain market movements is incorrect, the risk that the use of such index contracts could result in losses greater than if they had not been used. Moreover, the lack of complete correlation between price movements of index contracts and price movements in the portfolio position of the Fund creates the possibility that losses in the value of the Fund’s position may be greater than the gain on the hedging instrument (or that a gain in the Fund’s portfolio position may be less than the loss on the hedging instrument). In addition, futures and options markets may not be liquid in all circumstances and certain over-the-counter index contracts may have no markets. As a result, in certain markets, the Fund might not be able to close out a transaction without incurring substantial losses, if at all. Although the successful use of index contracts for hedging should tend to reduce the risk of loss due to a decline in the value of the hedged position, at the same time such transactions would tend to limit any potential gain which might result from an increase in value of such position. Turnover The Fund will often invest on the basis of shorter-term market considerations. The portfolio turnover rate of these investments may be significant, potentially involving substantial brokerage commissions and fees. Neither of the Co-Investment Advisors nor their respective principals will receive a portion of such commissions and fees.

Volatility Risk The Fund’s investment program may involve the purchase and sale of relatively volatile instruments such as derivatives, which are frequently valued based on implied volatilities of such derivatives compared to the historical volatility of underlying securities. Fluctuations or prolonged changes in the volatility of such instruments, therefore, can adversely affect the value of investments held by the Fund. Consequently, and also as a result of its investment program, the Fund’s performance may be volatile. Competitive Markets The investments industries in general, and the markets in which the Fund trades or intends to trade, are extremely competitive. In pursuing its trading methods and strategies, the Fund competes with investment firms, including many of the larger investment advisory and private investment firms, as well as institutional investors and, in certain circumstances, market-makers, banks and brokerdealers. In relative terms, the Fund has little capital and may have difficulty in competing in markets in which its competitors have substantially greater financial resources, larger research staffs, and more trading professionals than the Fund has or expects to have in the future. In any given transaction, investment and trading activity by other firms will tend to narrow the spread between the price at which a commodity interest or investment may be purchased by the Fund and the price it expects to receive upon consummation of the transaction. Market Risks and Lack of Liquidity. The success of the Fund’s investment program depends to a great extent upon the ability of the Co-Investment Advisors to correctly assess the future course of price movements of investments and markets. There can be no assurance that the Co-Investment Advisors will accurately predict such movements. In addition, it is expected that certain investments in which the Co-Investment Advisors may invest will have limited liquidity. This lack of liquidity, together with a failure to accurately predict market movements, may adversely affect the ability of the Co-Investment Advisors to execute trade orders at desired prices in rapidly moving markets. Some exchanges limit fluctuations in certain prices during a single day by imposing what are known as “daily price fluctuation limits” or “daily limits.” The existence of “daily price limits” or “daily limits” may reduce liquidity or effectively curtail trading in particular markets. Once the price of a particular contract has increased or decreased by the daily limit, positions in the contract can effectively neither be taken nor liquidated. Contract prices in various investments have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses, which could exceed the margin initially committed to such trades. Daily limits may reduce liquidity, but they do not limit ultimate losses, as such limits apply only on a day-to-day basis. In addition, even if contract prices have not moved the daily limit, the Fund may not be able to execute trades at favorable prices if there is only light trading in the contracts involved. As part of its emergency powers, an exchange or regulatory authority can suspend or limit trading in a particular investment or commodity interest, order immediate liquidation and settlement of a particular contract, or order that trading in a particular contract be conducted for liquidation only.

The possibility also exists that governments may intervene to stabilize or fix exchange rates, restricting or substantially eliminating trading in the affected currencies. Special Investments The Co-Investment Advisors may designate investments as Special Investments, and only persons who are shareholders at the time of designation will participate in such Special Investments. Special Investments will typically be highly illiquid and hard to value, and shareholders will not receive any proceeds from Special Investments until they are realized or deemed realized. Capital allocated to Special Investments will not be available for redemption until after the applicable Special Investment is subject to a “Recognition Event” pursuant to its governing documents. Thus, each shareholder may encounter, even after a complete redemption of all of such shareholder’s shares of the Fund, a substantial delay in receiving redemption proceeds relating to Special Investments and the risk of loss associated with such Special Investments will remain with the shareholder. Small to Medium Capitalization Companies The Fund may invest a portion of its assets in the stocks of companies with small- to mediumsized market capitalizations. While the Co-Investment Advisors believe these investments often provide significant potential for appreciation, those shares, particularly smaller-capitalization shares, involve higher risks in some respects than do investments in shares of larger companies. For example, prices of such shares are often more volatile than prices of large-capitalization shares. In addition, due to being thinly traded, an investment in these shares may be more illiquid than that of larger capitalization shares. No Material Limitation on Strategies The Co-Investment Advisors will opportunistically implement whatever strategies or discretionary approaches they believe from time to time may be best suited to prevailing market conditions without prior approval by the shareholders. Such strategies or approaches may involve higher levels or risks than the ones discussed herein. There can be no assurance that the Co-Investment Advisors will be successful in applying any strategy or discretionary approach to the Fund’s trading. Hedging Although a hedge is intended to reduce one or more risks, it does not eliminate risk entirely. A hedging strategy may not be effective to reduce the intended risk(s). A hedge can result in a loss in the case of an extraordinary event. There are several such possible cases including, but not limited to: (i) a cease trade order being issued in respect of the underlying security; (ii) the inability to maintain a short position, due to the repurchase or redemption of shares by the issuing company; (iii) disappearance of any conversion premium due to premature redemptions, changes in conversion terms or changes in an issuer’s dividend policy; (iv) credit quality considerations, such as bond defaults; and (v) lack of liquidity during market panics. Shareholder Activism

The Co-Investment Advisors from time to time identify an issuer with weak management or other features that the Co-Investment Advisors believe depresses the fundamental value of the issuer and its securities. In those circumstances, the Co-Investment Advisors will take a position in that issuer, sometimes a material position, and will initiate or work with other key shareholders in initiating corporate change. Although the Co-Investment Advisors will act prudently and in accordance with applicable law, such shareholder activism opens the Co-Investment Advisors and possibly the Fund and its shareholders, to certain risks, including the risk of litigation by existing management or other shareholders, the risk that trading in such issuers’ securities may become suspended and the risk that the Fund’s investment in such issuers will be treated as part of a larger control block and subject to statutory restrictions on liquidity. Special Relationship The Co-Investment Advisors may from time to time develop a special relationship with management of an issuer, whether through the provision of consulting services or financial sponsorship, or otherwise, which may constitute the Co-Investment Advisors, the Fund and other funds and managed accounts on whose behalf the Co-Investment Advisors are acting, an “insider” of the issuer for a temporary or prolonged period, and therefore subject to statutory prohibitions on trading any of the issuer’s securities, rendering the Fund’s investment in such securities illiquid. Prime Brokers Risk In the event of the bankruptcy of the Fund’s prime brokers, assets held by the prime brokers on behalf of the Fund that have not been segregated from the prime brokers’ own assets (assets required for margin or as security against short positions, cash and near-cash) are exposed to the claims of the prime brokers’ general creditors, and the Fund may stand as a general unsecured creditor in respect of such claims. Soft Dollars The Co-Investment Advisors may enter into “soft dollar” arrangements with one or more brokerdealers whereby the Co-Investment Advisors will direct securities transactions to the broker-dealer in return for research products and other services from the broker-dealer. Although the CoInvestment Advisors will use the research and services in making investment decisions for the Fund, the Co-Investment Advisors may use such research or services for other accounts and the Fund will generally pay more than the lowest available commissions for execution of these transactions. The Co-Investment Advisors may also enter into “soft dollar” arrangements to cover Fund and Fund expenses or costs and expenses of the Co-Investment Advisors to the extent such arrangements are permitted by law and described in this Memorandum. In the event that the CoInvestment Advisors elect to use its soft dollars, any such use will fall within the safe harbor afforded by Section 28(e) of the Exchange Act. See “Item 12 - Brokerage Practices.” The investment objectives and methods summarized above represent the Fund’s general partner’s (the “General Partner’s”) current intentions. Depending on conditions and trends in the securities markets and the economy in general, the General Partner may pursue any objectives, employ any investment techniques or purchase any type of security that it considers appropriate and in the best interests of the Fund whether or not described in this section. The foregoing

discussion includes and is based upon numerous assumptions and opinions of the General Partner concerning world financial markets and other matters, the accuracy of which cannot be assured. There can be no assurance that the Fund’s investment strategy will achieve profitable results. Past performance of the Fund or that of the General Partner, the Co-Investment Advisors or their affiliates is not indicative of future results of the Fund. Investors risk the loss of their entire investment. *** For a more complete description of the risks associated with investing with the Adviser, investors should refer to the relevant offering documents for each Fund. ***

Item 9. Disciplinary information

Neither the Adviser nor any management person has been involved in any criminal or civil actions in a domestic, foreign or military court, subject to the below. On June 11, 2024, the Adviser and Anson Advisors, without admitting or denying the findings or conclusions therein, entered into a settlement with the Securities and Exchange Commission (“SEC”). The SEC approved the settlement in its order instituting administrative and cease-anddesist- proceedings, pursuant to Sections 203(e) and 203(k) of the Advisers Act, making findings, and imposing remedial sanctions and a cease-and-desist order, including the following terms and conditions.

Read the rest of Item 9 (129 more words)

The Adviser agreed to cease and desist from violating Sections 204 and 206(4) of the Advisers Act and Rules 204-2(a), 206(4)-7 and 206(4)-8 thereunder; to a censure; and to pay a $1,250,000 civil money penalty, which was paid on June 14, 2024. Anson Advisors agreed to cease and desist from violating Section 206(4) of the Advisers Act and Rule 206(4)-8 thereunder; to a censure; and to pay a $1,000,000 civil money penalty, which was paid on June 14, 2024. Neither the Adviser nor any management person has otherwise been subject to any administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority. Neither the Adviser nor any management person has been subject to a proceeding before any selfregulatory organization.

Item 10. Other financial industry activities and affiliations

Neither the Adviser nor any of our management persons is registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither the Adviser nor any of our management persons is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or is an associated person of any of the above. AIMF GP, LLC is the general partner of the Anson Investments Master Fund LP and is an affiliate of the Adviser. AOMF GP LLC is the general partner of Anson Opportunities Master Fund L.P. and is an affiliate of the Adviser. AEMF GP LLC is the general partner of Anson East Master Fund LP and is an affiliate of the Adviser. Arch Absolute Return Real Estate Fund GP Inc.

Read the rest of Item 10 (287 more words)

is the general partner of Arch Anson Tactical Real Estate Fund and is not an affiliate of the Adviser. Arch Absolute Return Real Estate Fund NR GP Inc. is the general partner of Arch Anson Tactical Real Estate NR Fund and is not an affiliate of the Adviser. ANSF GP LLC is the general partner of Anson North Star Tactical Equity Fund LP and is an affiliate of the Adviser. Since each respective general partner is entitled to receive the performance allocation from each respective fund, this may create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case if such arrangement was not in effect. However, as noted in Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, the Adviser has adopted a written Code of Ethics that contains policies and procedures to address conflicts of interest. Under such policies and procedures, the Adviser is required to make investment decisions for the funds in a manner that is consistent with its fiduciary duties to the Fund. Anson Advisors is a co-investment advisor of the Funds. Anson Advisors assists our firm in providing investment advice to these clients and receives a portion of the management fee payable by the Funds. We do not believe that our clients’ relationships with Anson Advisors creates a material conflict of interest in the management or investment activities of our clients. Other than as described above, we do not recommend or select unaffiliated investment advisers for our clients, receive compensation directly or indirectly from unaffiliated advisers that create a material conflict of interest, or have other business relationships with them that create a material conflict of interest.

Item 11. Code of ethics, participation in client transactions and personal trading

Trading We have adopted a written Code of Ethics applicable to all of our employees. Among other things, our Code of Ethics requires our firm and our employees to adhere to high ethical standards, act in our clients’ best interests and abide by all applicable regulations. Our Code of Ethics includes an Insider Trading Policy designed to prevent our employees from misusing material non-public information, including information regarding our clients’ transactions. We will provide a copy of our Code of Ethics upon request by any prospective client, client or investor in a client.

Read the rest of Item 11 (101 more words)

We do not prohibit our firm nor our employees from buying or selling securities for their own accounts, and our firm and our employees may take investment positions similar or contrary to those acquired for our clients. This could create a conflict of interest if our firm or our employees receive more favorable execution prices than do our clients because our firm’s or our employees’ trades might drive up the market prices of target securities. Certain of our employees may invest directly in our clients. We generally waive the management fee and the performance allocation for employees investing in our clients.

Item 12. Brokerage practices

We have the discretion to decide on the securities to be bought or sold on behalf of our clients. We also have the discretion to select the broker-dealers to be used to execute our clients’ investment transactions. We work with prime brokers and executing brokers in connection with securities transactions, as well several institutions where we hold custody accounts for our clients. In selecting broker-dealers to execute our client transactions, we seek to obtain the best net execution available. We evaluate execution quality on a variety of factors, including the following: •

the ability to achieve prompt and reliable executions at favorable prices;

•

the operational efficiency with which transactions are effected;

•

the financial strength, integrity and stability of the broker;

•

the value of research and/or brokerage related services provided by the broker;

•

Read the rest of Item 12 (914 more words)

the availability and cost of borrowing securities; and

•

the competitiveness of commission rates in comparison with other brokers satisfying our other selection criteria.

We have the option to use “soft dollars” generated by our clients to pay for the research and nonresearch related services. The term “soft dollars” refers to the receipt by an investment manager of products and services provided by brokers, without any cash payment by the investment manager, based on the volume of revenues generated from brokerage commissions for transactions executed for clients of the investment manager. The products and services available from brokers include both internally generated items (such as research reports prepared by employees of the broker) as well as items acquired by the broker from third parties (such as quotation equipment). Section 28(e) of the Securities Exchange Act of 1934, as amended, provides a “safe harbor” to investment managers who use soft dollars generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the investment manager in the performance of investment decision-making responsibilities. Although the offering documents for our clients permit us to utilize soft dollar benefits outside of the Section 28(e) safe harbor, we limit our soft dollar usage to within the safe harbor as an internal policy. Using client transactions to obtain research and other benefits creates incentives that result in conflicts of interest between advisers and their clients. If we use client markups or markdowns to obtain research products and services, our firm receives a benefit because we do not have to pay for the research products and services. The availability of these benefits may influence us to select one broker-dealer rather than another to perform services for clients, based on our interest in receiving the products and services instead of on our clients’ interest in receiving the best execution prices. Obtaining these benefits may cause our clients to pay higher fees than those charged by other broker-dealers.

The use of soft dollars to obtain research services and to pay for other costs and expenses that our firm might otherwise incur creates a conflict of interest between our firm and our clients because our clients pay for products and services that are not exclusively for their benefit and that may be primarily or exclusively for the benefit of our firm. To the extent that we are able to acquire these products and services without expending our own resources, our use of soft dollar benefits tends to increase our profitability. We obtain research and/or brokerage related services from some broker-dealers at which our client accounts generate commissions, which benefit our firm. Research and brokerage related services that we received within the last year include written information and analysis concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing services; discussions with research personnel; and certain market connectivity and order management products. We do not, however, maintain formal soft dollar agreements with any brokers or other third-parties, and do not otherwise negotiate higher rates on fees and expenses to be paid by our clients in exchange for lower rates on fees and expenses to be paid by our firm. We may receive capital introduction services from some of the broker-dealers we use to execute and/or settle our clients’ transactions. Although these services may benefit our firm by increasing our client assets under management, we do not direct brokerage transactions to brokers based on the availability of capital introduction services or the referral of clients or investors. Our firm does not recommend, request or require that a client, nor do we permit a client to, direct us to execute transactions through a specified broker-dealer. BEST EXECUTION REVIEWS Our firm’s portfolio managers constantly evaluate brokers and compare broker performance when allocating trades. Relevant investment personnel are surveyed regarding their ratings of brokers on a variety of factors annually. Factors such as broker performance and execution quality, broker financial condition, conflicts of interest, value of research and brokerage services provided, and trading-related recordkeeping are evaluated on an ongoing basis.

TRADE ERRORS While we take the utmost care in making and implementing investment decisions on behalf of our clients, trade errors may inevitably occur. Trade errors can include, but are not limited to: (i) purchasing securities not within our clients’ investment guidelines; or (ii) purchasing or selling the wrong securities (or amount of securities) for our clients. Our firm’s senior accountant reconciles transaction journals from our prime brokers daily against internal trading records. Any trade error must be immediately reported to our firm’s Chief Compliance Officer. We seek to correct all trade errors promptly and in a manner that minimizes any impact on the affected client. To the extent that a trade error results in a loss to a client, the account will generally bear the loss, absent willful misconduct or gross negligence on the part of our firm. The affected clients will also retain any gains that result from a trade error. Notwithstanding the foregoing, federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith. We do not intend for our policies to limit any rights that a client may have under these laws. When managing multiple funds with similar investment strategies, the Adviser generally will attempt to aggregate multiple orders for the purchase or sale of the same instrument into block transactions, subject to the overall obligation to achieve best price and execution for the Funds.

Item 13. Review of accounts

Our firm has internal accounting personnel and also retains an external fund administrator. Both Tony Moore, the CFO, and the administrator for our clients conduct reviews of our client accounts on at least a monthly basis (or more frequently in the case of certain material events). With respect to accounting matters, we have engaged an independent public accountant to conduct an annual audit of each of our clients. We invest client assets in securities and other financial instruments. In monitoring the performance of the investments, we perform various levels of review. Among other items, we consider short and long-term rates of return, investment diversification and risk allocations as part of our regular review.

Read the rest of Item 13 (28 more words)

Investors in our clients receive written capital account statements on a quarterly basis, as well as audited financial statements and Federal Income Tax Form K-1s, if applicable, annually.

Item 14. Client referrals and other compensation

We currently do not receive any economic benefit from any person who is not a client for providing investment advice or other advisory services to our clients. We do not have any agreements with any third party marketing firms.

Item 15. Custody

We have, or may be deemed to have, “custody” of our clients’ assets. In accordance with Rule 206(4)-2 under the Advisers Act, one or more qualified custodians holds our clients’ assets. We may change custodians at any time and from time to time without the consent of our clients or investors in our clients. Qualified custodians do not provide account statements directly to investors in our clients. We have engaged an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board to conduct an annual audit of each of our clients. Audited financial statements are provided to each investor in our clients within 120 days after the end of each fiscal year.

Item 16. Investment discretion

We generally have discretionary power and authority over the types of financial instruments bought or sold, as well as the amount bought or sold, on behalf of our clients. We have the authority to determine the broker-dealer or other counterparty used for client transactions and the negotiation of commission rates and other consideration paid by our clients. Despite this broad authority, we are committed to adhering to the investment strategy and program set forth in each of our clients’ offering documents. Each investor in our clients generally grants us a limited power of attorney upon investing in our clients.

Item 17. Voting client securities

We have the authority to vote proxies on behalf of our clients, but generally only vote proxies in substantially important matters. In these cases, we seek to vote proxies in the best interests of our clients. We maintain records of (i) all proxy votes that are made on behalf of our clients; (ii) all written requests from each client’s underlying investors regarding voting history; and (iii) all responses (written and oral) to investors’ requests. Such records are available to each client’s underlying investors upon request.

Item 18. Financial information

We do not require nor do we solicit prepayment of more than $1,200 in fees per client, six months or more in advance. We do not believe any financial condition exists that is reasonably likely to impair our ability to meet contractual commitments to our clients. Our firm has never been the subject of a bankruptcy petition.

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.