Winton Capital Management Ltd.: investment adviser

The executive management team is responsible for the day-to-day management and strategic direction of Winton’s business and investment activities. We are authorized and regulated by the United Kingdom Financial Conduct Authority and registered as an investment adviser with the SEC. Registration with the SEC does not imply that we, or our associates, have attained a certain level of skill or training. We design, develop and implement quantitative investment strategies that seek to achieve our clients’ investment objectives. Our strategies span trading frequencies and styles and are implemented across thousands of exchange-traded and over-thecounter instruments. Our strategies are based on the rigorous statistical analysis of data and are expected to evolve over time, in response to market developments, changes in market liquidity, the availability of new data, or advances in research. We use various combinations of our strategies to provide investment advisory services to: (i) Winton-titled funds (“Funds”); and (ii) third-party funds or accounts (“Managed Accounts” and, together with the Funds, “Clients”). We provide investment advisory services to the Funds pursuant to the terms of each Fund’s investment management agreement, offering memorandum and governing documents. We provide investment advisory services to Managed Accounts pursuant to the terms of investment advisory agreements, which generally contain bespoke investment constraints. The investment management and investment advisory

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

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

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

investments

(including

third-party

software

licensing,

implementation,

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

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

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

Our allocation policy is intended to ensure that investment opportunities are allocated in a manner that: (i) treats all Clients fairly and equitably over time; (ii) prevents the aforementioned conflicts from influencing the allocation of investment opportunities among Clients; and (iii) complies with applicable regulatory requirements. In addition, we have an allocation algorithm that allocates all filled orders based on a defined allocation procedure reasonably designed to treat all Clients fairly and equitably over time. We will generally restrict, limit or reduce the amount of a Client’s investment in a security where holdings in such security by a Client, or across Clients in the aggregate, exceed a certain ownership threshold or would otherwise result in excessive transaction costs. In these situations, we also have the discretion to determine not to engage in an investment for a Client, even where such investment could be beneficial to the Client. This can occur when a position or transaction is subject to regulatory or other restrictions. When we allocate investment opportunities, we take into account the factors noted above, as applicable, and as a result, it is possible that some or all of the eligible Clients will not receive a pro rata allocation, or any allocation. We may determine to limit or restrict new subscriptions to certain vehicles where capacity constraints are identified from time to time. In certain circumstances, additional investments from existing Clients into vehicles that are otherwise closed for new investment may be accepted.

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

the general nature of the allocation methodology we use;

(ii)

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

(iii)

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

Winton and employees invest in certain Funds and we provide management services to an employee (see Item 11 for further information). The minimum investment and other requirements for investing in each Fund are set out in the relevant Governing Documents. Funds offered through private placement in the United States are structured as private investment companies that are exempt from registration under Section 3(c)(7) of the Investment Company Act. As a result, US domiciled Fund Investors must be “Qualified Purchasers” as defined in the Investment Company Act and the rules thereunder, “Accredited Investors” as defined in Regulation D under the US Securities Act of 1933, as amended, and “Qualified Eligible Persons,” as defined in the US Commodity Exchange Act and the rules thereunder. Investments in the Funds are subject to minimum investment requirements as set out in the relevant Governing Documents. Managed Accounts are established pursuant to individually negotiated investment advisory agreements. There is no predetermined minimum account size for Managed Accounts; account size and related requirements are determined on a case-by-case basis.

While our strategies are systematic, their implementation incorporates elements of judgment and discretion, including decisions regarding the selection and weighting of signals, the amount of leverage used, the instruments traded, and the overall portfolio composition. 2.

Risk Management

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

Investment Objective

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

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

Risk of Loss

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

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

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

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

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

documentation risks. In addition, there can be no assurance that the counterparty to a credit default swap will be able to fulfil its obligations to a Client if a credit event occurs in respect of the reference entity. Further, the counterparty to a credit default swap could seek to avoid payment following an alleged credit event by claiming that there is a lack of clarity in, or an alternative meaning of, language used in the contract, most notably the language specifying what would amount to a credit event. Credit Default Swap Indices. These are credit default swaps which provide long or short exposure to groups of particular issuers, sovereign debt and other markets through an index or basket of credit default swaps. By investing in indices or baskets of credit default swaps, certain Clients take long or short views on the credit risk with respect to groups of issuers and each issuer within the group and buy or sell credit protection to the swap counterparties. Like other credit default swaps, swaps on credit indices are generally considered illiquid and are subject to the risk of counterparty default or inability or unwillingness to perform. The pricing relationships between credit indices and the instruments underlying such credit indices may not correlate with historical patterns, potentially resulting in unexpected losses to such Clients. Daily Price Fluctuation Limits. Most futures exchanges limit fluctuations in contract prices during a single day by imposing “daily price fluctuation limits” or “daily limits” which limit trades executed above or below the relevant limit. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent us from liquidating positions and subject a Client to losses that could exceed the margins initially committed to such trades. Debt Securities. The issuers of debt instruments, including corporate and sovereign issuers, can face significant ongoing uncertainties and exposure to adverse conditions that could undermine such issuer's ability to make timely payment of interest and principal. Such debt instruments may be unsecured or subordinated (or junior) to other outstanding indebtedness of the issuer, all or a significant portion of which may be secured, and in the event of an insolvency or restructuring of the issuer, secured and senior creditors would typically be repaid before other creditors and a Client may be unable to receiver its investment in full or at all. Certain investment strategies may invest in bonds or other fixed-income securities, including “high-yield” (and, therefore, high-risk) debt securities which are below “investment grade”. The market values of such securities tend to be more sensitive to individual corporate developments and general economic conditions than those of higher-rated securities.

Where a debt issuer is a sovereign, its willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the sovereign debtor’s policy toward international lenders and the political constraints to which the sovereign debtor may be subject. Certain sovereign debtors could be entitled to claim sovereign immunity from any claims made against them should they default on any of their obligations under such loans. A Client’s investment in debt instruments may be subject to creditor protection and insolvency laws which may affect such Client’s ability to enforce its rights as a creditor and result in less favorable treatment than other creditors. Payments previously made to a Client may be subject to clawback or avoidance (for example, as a fraudulent conveyance or preference), which could require a Client to return amounts previously received. In addition, in an insolvency or restructuring process, creditors, including a Client, may be required to accept amendments to the terms of their debt investments, including reduced interest rates, extended maturities or other modifications. Evaluating credit risk for debt securities involves uncertainty because credit rating agencies throughout the world have different standards, making comparisons across countries difficult. The market for credit spreads is often inefficient and illiquid, making it difficult to accurately calculate discounting spreads for valuing financial instruments. Digital Asset Investments. Digital asset investments are investments in exchangetraded and OTC-traded securities, futures and other such instruments which are linked to an underlying digital asset (“Digital Asset Investments”). The characteristics of particular digital assets within the “class” may differ significantly, and those investment characteristics of digital assets as an asset class differ from those of traditional currencies, securities and commodities. The ownership and behavior of digital assets are determined by participants in online, peer-to-peer networks that connect computers that run publicly accessible, or “open source,” software that follows the rules and procedures governing the relevant network. Such networks are new and continually changing, can have undiscovered flaws which could result in the relevant digital assets being compromised, and are subject to a variety of factors that are difficult to evaluate. In addition, digital assets often rely on cryptographic and other computational security measures that can become obsolete or out-of-date, including because of advances in computing technology.

Digital assets can exhibit significant price volatility and such volatility could result in significant losses to a Client. In addition, Digital Asset Investments are derivative contracts, such as futures, that have a contingent liability and involve the payment of margin (see also under “Futures Contracts” below). Any investment in Digital Asset Investments is subject to considerable price, liquidity, volatility, cybersecurity, valuation, custody and legal and regulatory risk. There is currently no certainty regarding the tax treatment of investments in digital assets across various jurisdictions due to the novelty of the asset class. Emerging Market Securities. Investment in emerging market securities involves a greater degree of risk than an investment in securities of issuers based in developed countries. Among other things, emerging market securities investments may carry the risks of possible adverse political and economic developments, and the attendant risk of seizure or nationalization of foreign deposits, the possibility of various forms of punitive or confiscatory government intervention, higher brokerage and transaction commissions, less reliable settlement and custody practices, less publicly available information, more volatile markets, less strict securities market regulation, less favorable tax provisions, inexperienced financial intermediaries, a lack of modern technology and a greater likelihood of severe inflation, unstable or not freely convertible currency, war and expropriation of personal property than investments in securities of issuers based in developed countries. Placing securities with a custodian in an emerging country can also present considerable risks. Investment opportunities in certain emerging markets can be restricted by legal limits on foreign investment in local securities, which can indirectly incur additional costs for Clients. Jurisdiction-specific insolvency regimes may negatively impact borrowers’ or issuers’ ability to make payments to Clients. In addition, governmental restrictions imposed on such investments might adversely affect payments on securities or restrict payments to investors located outside the country of the issuers, whether from currency blockage or otherwise. Certain countries may also restrict or prohibit investment opportunities in issuers and/or industries deemed important to national interests, which may affect the market price, liquidity and rights of securities in which Clients can invest. Equities. Equities represent ownership interests in a company or corporation and include common stock, preferred stock and warrants and other rights to acquire such instruments. Investments in equity securities in general are subject to market risks that cause their prices to fluctuate over time. Numerous economic factors, as well as

market sentiment, issuer performance, political and other factors, influence the value of equities. Certain Clients invest in equities, equity instruments (including equity-linked securities and equity-based derivatives) and equity indices. Certain equity-linked financial instruments in which Clients can invest are referenced to underlying equities but incorporate other components, such as duration, strike price and premiums, that can result in Clients’ positions being unprofitable even though the market value of the underlying equity has been correctly assessed. Investment in China. China is an emerging market, and the risks associated with investment in emerging markets can be exacerbated with respect to China as its economy has been in a state of transition from a planned economy to a more marketoriented economy in recent years. For example, this had led to increased uncertainty in matters such as the level and manner of government and regulatory intervention and the regulatory and legal framework for capital markets, which has been subject to frequent and sometimes significant change and/or reinterpretation. In addition, there is a possibility of expropriation, confiscatory taxation, imposition of withholding or other taxes on income and political or social instability or diplomatic developments which could adversely affect investments in China. Changes in China’s taxation legislation could affect the amount of income which can be derived, and the amount of capital returned, from investments in China. Laws governing taxation may contain conflicts and ambiguities and be subject to change and to retroactive review. Under current Chinese regulations, an investor outside China can, directly or indirectly (through derivative instruments with counterparties eligible to trade the relevant instruments), trade applicable Chinese securities in the following ways: a) by trading on specified Chinese internationalized futures markets (specified futures only); b) by participating in the qualified foreign institutional investor regime (“QFI Regime”), which permits approved license holders (such as us) to participate in the on-shore trading of Chinese securities and futures and other instruments permitted from time to time under the QFI Regime, and (c) by trading China A-Shares on the Shanghai or Shenzhen Stock Exchanges through securities trading and clearing links developed between such exchanges and Hong Kong Exchanges and Clearing Limited and China Securities Depository and Clearing Corporation Limited (“Stock Connect”). Such trading carries additional risks, as described further below.

The application and interpretation of the current QFI Regime is relatively untested and Chinese authorities and regulators have wide discretion in the application and interpretation of the relevant regulations. The QFI Regime currently permits daily repatriation of funds by QFIs without any lock-up periods or prior approval. There is no assurance, however, that rules and regulations in China will not change or that repatriation restrictions will not be imposed in the future. Any such changes could adversely affect a Client’s ability to repatriate capital or proceeds from investments in China. A QFI can be suspended from its trading activities by Chinese regulators and our QFI status could be cancelled. If this were to happen, a Client could be required to dispose of its Chinese securities holdings and thereby suffer an adverse effect on its performance. Investments through Stock Connect are subject to additional risks, namely, quota limitations; operational risks relating to differences in trading days and connectivity between the markets in which Stock Connect operates; clearing, settlement and custody risks, including those relating to nominee arrangements under which AShares are held; and regulatory risks. Under Chinese securities laws, the China Securities Regulatory Commission (“CSRC”) has certain extraterritorial jurisdiction over overseas securities issuance and trading activities where such activities could disrupt relevant Chinese markets or damage the rights and interests of domestic investors. While it is uncertain how such extraterritorial jurisdiction will be exercised by the CSRC in practice, the CSRC could require immediate divestiture of relevant securities. Derivative instruments (including swaps) relating to Chinese or China-related securities could contain additional, and sometimes unilateral, counterparty termination rights and/or other non-standard terms. Exercise of such rights by a counterparty and/or the imposition of regulatory measures or administrative penalties by the CSRC in exercise of its extraterritorial jurisdiction can have an adverse impact on a Client. China Internationalized Futures Exchanges. Under current Chinese regulations, a foreign (ex-China) investor may trade certain specified China futures contracts (such as crude oil and iron ore futures) on certain Chinese internationalized futures exchanges through one or more Chinese futures companies or foreign (ex-China) brokers through which foreign investors may trade certain internationalized Chinese commodity markets (“China IM Brokers”). A Client’s ability to gain exposure to such futures contracts may be impacted by regulatory changes to the scope of futures

contracts available and/or the markets on which they are available, and by the availability, and financial and operational capability of China IM Brokers. Exchange Controls. Certain countries into which we invest on behalf of Clients have imposed or could introduce exchange controls. The ability of Clients to convert currencies if necessary for the purposes of making investments or to exchange the proceeds of investments into the relevant currency will be subject to the exchange control restrictions, if any, in force in the relevant country. While the currencies of relevant countries can generally be successfully exchanged, there can be no assurance that suitable counterparties and rates will be available at all times. Exchange-Traded Funds (“ETFs”). Exchange-traded funds are open-ended funds traded on stock exchanges. ETFs generally provide exposure to indices or to complex portfolios of securities and often carry higher risks than other equity securities. Whilst most ETFs can achieve their objectives by purchasing a diversified pool of assets, some achieve their objectives through the use of derivatives, typically swaps, which carry counterparty risk. If a counterparty does not pay the sums due, an ETF’s return will see a reduced return regardless of the performance of the underlying assets. ETFs can also have unique compounding, daily reset and leverage features that may significantly amplify risk, particularly in periods of high market volatility. The value of an ETF may be affected by market values, interest rates, exchange rates, volatility, dividend yields and issuer credit ratings. These factors are interrelated in complex ways, and as a result, any losses or gains achieved by a Client could be magnified. Early Redemption of Redeemable Bonds and Unexpected Prepayments of Other Credit Investments. Certain credit investments (including redeemable bonds) are subject to early redemption or prepayment. The borrower or counterparty may have the

right

to

redeem

or

refinance

such

investments

prior

to

maturity.

Redemption/prepayment rates are also influenced by changes in interest rates and a variety of economic, geographic and other factors beyond our control and cannot be predicted with certainty. Early redemptions/prepayments give rise to increased reinvestment risk, as a Client might realise excess cash earlier than expected. If the Clients are unable to reinvest such cash in a new investment with an expected rate of return at least equal to that of the investment redeemed/repaid, this will reduce the Client’s net income. Fixed-Interest Securities. Fixed-interest securities are particularly affected by trends in interest rates and inflation. If interest rates increase, capital values typically fall and

vice versa. Inflation will erode the real value of capital. In addition, issuers may not be able to honor repayment on bonds they issue. Foreign Exchange Forward Contracts. A foreign exchange forward contract is a contractually binding obligation to purchase or sell a particular currency at a specified date in the future. Foreign exchange forward contracts are not currently traded on exchanges and, unlike in futures markets, there is no limitation as to daily price movements. In exceptional circumstances, certain banks have refused to quote prices for foreign exchange forward contracts or have quoted prices with an unusually wide spread between the price at which the bank is prepared to buy and that at which it is prepared to sell. No clearing house is required to meet the obligations of a noncleared contract. Generally, no clearing house stands ready to meet the obligations of a non-cleared contract. Thus, Clients will be subject to the risk of the inability or refusal of their counterparties to perform with respect to such contracts. Any such default would eliminate any profit potential and compel Clients to cover their commitments for resale or repurchase, if any, at the then current market price. These events could result in significant losses to Clients. Certain Clients enter into foreign exchange forward contracts in respect of the currencies

of

certain

emerging

markets.

Many

emerging

markets

have

underdeveloped capital market structures where the risks associated with holding currency are significantly greater than in other, less inflationary markets. Such currency exchange rates are highly volatile and can be subject to severe event risks if, for example, the political situation in such emerging market is volatile Futures Contracts. Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the position with cash (unless liquidated before expiry). They carry a high degree of risk. The low margins normally required in futures trading permit a very high degree of leverage. As a result, a relatively small movement in the price of a futures contract may result in a profit or loss that is high in proportion to the amount of assets actually placed as margin and may result in unquantifiable further loss exceeding any margin deposited. Investments in Real Estate Investment Trusts (“REITs”). Investments in REITs are subject to risks similar to those associated with the direct ownership of real estate, including, but not limited to, fluctuations in the value of underlying properties, changes in economic conditions, increases in property taxes and operating expenses,

variations in rental income, and risks related to the management and development of real estate. In addition, REITs are dependent on the ability of their managers, may be subject to heavy cash flow dependency, and may be affected by defaults by borrowers or tenants. REITs can also be adversely affected by changes in interest rates, regulatory requirements, and environmental liabilities. The value of REIT securities may be more volatile and may perform differently from other markets. There can be no assurance that a Client’s investments in REITs will be profitable or that such investments will not result in losses to such Client. Options. Options (which include options on futures) are derivative instruments the prices of which depend largely upon the likelihood of favorable price movements in the underlying asset in relation to the exercise (or strike) price during the life of the option. Many of the risks applicable to trading the underlying asset are also applicable to options trading. In addition, there are a number of other risks associated with the trading of options, depending on the type of option in which the Client invests and the strategy used with respect to options. In particular, when an option has been purchased, the option cannot be exercised if the price of the underlying asset remains below the strike price (in the case of a call option) or above the strike price (in the case of a put option) until it expires, in which case the purchaser will lose its entire investment (being the premium it paid to purchase the option). When an option is sold, the Client may be required to pay margin to the counterparty. If the Client takes an uncovered short position in a call option (meaning that it has sold or written a call option and does not hold the security that it could be required to sell to the counterparty), the potential loss is theoretically unlimited. Position Limits, Trading Limits and Internal Risk Limits. The CFTC and exchanges both within the US and outside the US have established “speculative position limits” on the maximum net long or net short position which any one person or group of persons may hold or control in particular futures, options on futures contracts and swaps that perform a significant price discovery function. The CFTC also imposes limits on the size of positions that can be held by market participants in certain over-the-counter (“OTC”) derivatives on certain physical commodities. Such limits restrict the ability of many market participants, including us on behalf of certain Clients, to trade in the commodities markets on behalf of Clients to the same extent as we have in the past, including affecting our ability to enter into or maintain hedge positions on behalf of Clients in the applicable futures contracts or OTC derivatives. Chinese regulators and exchanges also have a concept of “de facto controlled accounts” by which such

relevant group of persons is defined and is relevant in assessing compliance with position limits and trading limits and in regulating abnormal trading activity. In the EU, adherence to position limits and position reporting is required under MiFID 2 in relation to certain commodity derivatives. In addition, we set internal risk limits. Position limits, however imposed, may, among other things, reduce liquidity, increase market volatility and increase costs in the relevant markets. As a result, we monitor and, if necessary, modify the investment strategy and liquidate certain positions of a Client so as to remain within position limit thresholds. Such modification or liquidation may restrict our ability to implement a Client’s investment objective and could adversely affect the profitability of a Client by increasing transaction costs and limiting potential profits on the liquidated positions. If such position limits were deemed to be exceeded (for example, due to a failure to monitor such limits or due to such limits becoming more restrictive), we could be required to unwind positions or otherwise incur additional costs or expenses on behalf of a Client. The assets of our Clients will be aggregated for the purposes of speculative position limits, other position or trading limits and internal risk limits, and this could impair the operation of the investment systems and cause losses to Clients. Swaps. The liquidity of certain swaps is based on the liquidity of the underlying asset, subjecting such swaps on illiquid underlying assets to liquidity risk. Swaps may provide exposure to changes in the value of an underlying asset or to the total return (including income and capital) of such asset without ownership of the underlying instrument. Notional amounts of swaps are generally not subject to any regulatory limitations and therefore there is an unlimited risk of loss. Swaps are not necessarily traded on exchanges and may not otherwise be as regulated if they are traded overthe-counter directly between eligible contract participants that are not on an exchange-like electronic platform and, as a consequence, parties to such contracts would not benefit from the same regulatory protections. Swaps also carry counterparty risk. Adverse movements in the market value of the underlying asset will require the buyer to post additional collateral. An imperfect correlation between the return on a Client’s obligations under a swap and the performance of the underlying asset, reference asset or related hedging positions may result in a mismatch between swap payment obligations and the value of the related exposure, which could increase the Client’s financial risk of loss. OTC derivatives dealers are subject to CFTC and/or SEC registration and other regulatory requirements that could increase their overall costs. Those costs may be passed along to market participants.

A Client’s implementation of these requirements in order to satisfy the derivatives dealers’ regulatory obligations can also result in additional costs. Risks associated with the investment strategies: Process Exceptions. The investment strategies are implemented using computer programs. Issues with the design, development, implementation, maintenance or operation of the programs, any component of the investment strategy or any processes and procedures related to the investment systems (collectively, “Process Exceptions”) can cause losses to Clients and such losses can be substantial. Any losses or gains arising from Process Exceptions shall be for the account of Clients (i.e., Clients will bear any losses and will benefit from any gains) except for any losses that result directly from our gross negligence, willful default, fraud or other applicable liability standard as set forth in the Governing Documents or applicable law. Process Exceptions include, but are not limited to: Programming Errors. We could make programming errors in translating our mathematical models into computer code. In addition, as a mathematical model can be expressed in computer code in multiple ways, the choice of code ultimately used could not result in the best representation of the model. Failure of Technology. The computer programs are reliant on proprietary and third-party technology. Such technology could be adversely affected by many issues, some of which will be outside of our control, including issues associated with network infrastructure, software updates, bugs, viruses and unauthorized access. Incorporation of Data. We could incorporate inaccurate data, or make errors in incorporating data, into the systems. Process Exceptions can be extremely difficult to detect, can go undetected for long periods, or could never be detected. The impact of such Process Exceptions can be compounded over time and can result in, among other things, the execution of unanticipated trades, the failure to execute anticipated trades, the failure to properly allocate trades, the failure to properly gather and organize available data, and/or the failure to take certain hedging or risk mitigating actions. We could conclude that any Process Exception that we detect is not material and we could choose not to address them. Such judgements could prove not to be correct.

Errors in Trade Execution and Settlement. Certain of the investment techniques that we use require the efficient execution of transactions or the ability to accumulate or liquidate large positions. Inefficient execution can eliminate the market opportunities that such techniques seek to capture. Losses can occur from a “trade error” which is defined as an error in executing specific trading instructions, for example: (i) purchases or sales of an incorrect financial instrument or number of financial instruments; or (ii) purchase or sale transpositions (where an intended purchase is entered as a sale or vice versa); or (iii) purchases or sales of financial instruments for an incorrect account. Any losses or gains arising from trade errors shall be for the account of a Client except for any losses that result directly from our gross negligence, willful default or fraud, or other liability standard applicable to us under the Governing Documents or applicable law. We do not intend to disclose trade errors to Clients, except where required to do so. Clients are also subject to the risk that counterparties will fail to settle a transaction in accordance with its terms and conditions. Losses resulting from settlement failure could have a material adverse effect on a Client’s performance. Use of Electronic Trading Instructions. Information technology systems used to send electronic trading instructions to brokers can increase the likelihood of erroneous orders being made, regulatory requirements not being complied with and/or credit and capital limits being breached due to computer malfunctions, the speed of execution of transactions, human error or a deficiency in algorithm design or implementation. Trading through an electronic trading or order routing system is also subject to risks associated with system or component failure (whether such failure affects the hardware or software of the exchange or person offering the relevant system or us). In the event of system or component failure, it is possible that, for a certain time period, it might not be possible to enter new orders, execute existing orders, or modify or cancel orders that were previously entered. System or component failure can also result in loss of orders or order priority. Trading venues offering an electronic trading or order routing system typically adopt rules to limit their liability, the liability of member brokers and software and communication system vendors, and the amount that can be collected for system failures and delays, which rules vary among the venues and might not adequately compensate Clients for the full extent of any loss. We will not be liable for losses not compensated by a trading venue except as otherwise disclosed.

Human Error. We continually monitor the behavior of the investment systems, portfolio composition and market conditions and can make decisions based on factors other than the output of the investment systems. These decisions are subject to human error. Effects of Substantial Redemptions. Substantial redemptions from the Funds and/or Managed Accounts (some of which have more favorable redemption terms) within a short period of time could require us to liquidate a Client’s positions more rapidly than would otherwise be desirable or on unfavorable terms and could lead to a significant increase in portfolio turnover with associated transaction costs. This risk could be compounded by a number of other factors, for example, significant positions could be liquidated by Clients and other market participants at or around the same time or the positions might have to be liquidated during adverse market conditions. Such factors are likely to lead to greater losses than would be the case under normal market conditions. The resulting reduction in a Client’s assets could make it more difficult to generate a positive rate of return or to recoup losses due to a reduced equity base. Temporary Defensive Measures. We are permitted, from time to time, to take temporary defensive measures which are inconsistent with our principal investment strategies in attempting to respond to, or in anticipation of, market, economic, political or other conditions. For example, during such period, all or a significant portion of a Client’s assets may be invested in short-term, high-quality fixed income securities, cash or cash equivalents, or the risk parameters of the relevant strategy can be altered. Temporary defensive measures may be initiated by us when we judge that existing market, economic, political or other conditions make pursuing our investment strategies inconsistent with the best interests of the Clients and could reduce the potential for returns and result in costs which exceed returns. We are permitted to temporarily use these alternative strategies or parameters that are mainly designed to limit the Clients’ losses, protect the Clients’ gains or create liquidity in anticipation of redemptions. When such temporary defensive measures are taken, it can be more difficult for a Client to achieve its investment objective. Limitations of Statistical Inference. The investment system is based on research into data and the application of that research to the development of mathematical models that attempt to forecast returns, risk, correlation and transaction costs. This process can be incomplete and/or flawed and there is an inherent risk that any derived forecast may be inaccurate, particularly if the research or models are based on, or

incorporate, inaccurate or incomplete assumptions or data. Assumptions or data could be inaccurate from the outset or could become inaccurate as a result of many factors such as changes in market structure, increased government intervention in markets or growth in assets managed in accordance with similar investment strategies, which could result in loss. Correlation. Certain investment strategies can be highly correlated to certain markets. While certain investment strategies over the long-term have generally demonstrated low correlation to other markets such as equities and fixed income, in the short-term such strategies can be highly correlated to other markets. Accordingly, a significant price fall in a particular sector, such as equities or fixed income, could result in a significant decline in the value of a Client’s portfolio. Crowding/Convergence. There is significant competition among quantitative investment managers and our ability to deliver returns that have a low correlation with global aggregate equity markets and other market participants is dependent on our ability to employ investment strategies that are simultaneously profitable and differentiated from those employed by other managers. To the extent that we are not able to develop sufficiently differentiated investment strategies, the investment objective of the Client might not be met. The growth in assets managed in accordance with similar investment strategies can result in a Client and other market participants buying and selling the same or similar investments simultaneously, which could reduce liquidity and exacerbate market moves. Involuntary Disclosure Risk. Public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) that require position level disclosure could provide opportunities for competitors to reverse-engineer the investment strategies, which could impair the relative or absolute performance of the Client’s portfolio. Limited Client Oversight. As the investment strategies are proprietary, Clients will not have the objective means by which to evaluate their operation. Further, Fund Investors do not have the ability to review the Fund’s investment positions. Trade Ideas and Recommendations. The performance of certain investments will be substantially dependent on the Trade Ideas, research and other related information received from brokers, analysts and other market participants we have engaged (collectively, “Trade Ideas”). If such Trade Ideas cease to be available or profitable, it

is possible that the performance of such signal and, therefore, that of the relevant Client will be adversely affected. Risks associated with us: Risk of Loss of Senior Personnel. The performance of the investment strategies is substantially dependent on the services of our senior professionals who are responsible for developing, monitoring and maintaining them and in the event of the death, incapacity or departure of such professionals, the performance of the strategies may be adversely affected and Clients may suffer losses. Misconduct of Employees and of Third-Party Service Providers. Misconduct or errors by employees or third-party service providers could cause significant losses to Clients. For example, employees and third-party service providers could improperly use or disclose confidential information which could result in litigation or serious financial harm. Although we have adopted measures to select reliable third-party providers and to prevent and detect employee misconduct, such measures may not be effective in all cases. Profit Sharing. A Performance Fee can be paid on unrealized gains which could subsequently never be realized. A Performance Fee could create an incentive for us to manage a Client’s portfolio in a manner that is riskier than would be the case in the absence of a fee based on the performance of the Client’s portfolio. Cyber-attacks. We, our Clients and their service providers are susceptible to operational and information security risks resulting from cyber-attacks including the theft or corruption of data maintained online or digitally, denial of service attacks on websites, the unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential information, unauthorized access to relevant systems, compromises to networks or devices that are used to service operations, and operational disruption or failures in physical infrastructure or operating systems. Cyber-attacks can adversely impact Clients potentially resulting in, among other things, financial losses or the inability to transact business if, for example, there is interference with the processing of investor transactions, confidential business or investor information is released, trading is impeded, and/or regulatory fines are imposed on, or reputational damage is caused. Additional costs can also be incurred in mitigating the risks of, or trying to prevent, cyber-attacks. There can be no assurance that Clients will not suffer loss as a result of cyber-attacks or other information security breaches.

Cross Liability. Some Funds in which Clients invest are segregated portfolios of a segregated portfolio company established under Cayman Islands law (an “SPC”). As a matter of Cayman Islands law only, the assets of one segregated portfolio of an SPC will not be available to meet the liabilities of another segregated portfolio of that SPC. However, an SPC is a single legal entity which typically operates or has assets held on its behalf in other jurisdictions which may not recognize such segregation. In addition, some Funds in which Clients invest have established separate accounts for each class, tranche and series, and assets and liabilities are attributed to each relevant account of such Fund, as appropriate. In each of these cases, there is a risk that, if the assets of one segregated portfolio of an SPC, or of one class, tranche or series of a Fund are exhausted, creditors of such segregated portfolio or Fund will have recourse to the assets of another segregated portfolio of that SPC, or another class, tranche or series of that Fund (as applicable). Pass-Through Expenses. Certain Clients are subject to Pass-Through Expenses, which are, in some cases, subject to agreed expense caps as set out in the relevant Governing Documents. Pass-Through Expenses can fluctuate from year-to-year (including as a result of adjustments necessary to address under or over accruals, or changes in amortization rates and/or periods in previous years) and prior financial statements of the Funds may not be a useful guide in estimating the future financial impact of Pass-Through Expenses. There can be no assurance that Pass-Through Expenses will deliver any benefit for the profitability of relevant Clients. Although in some circumstances subject to a pass-through cap, the periodic timing of the payment of the Pass-Through Expenses may affect the amount of the PassThrough Expenses attributed to a Client and consequently to Fund Investors, depending on the timing of such Fund Investor’s investment in and redemption from the relevant Fund. Relevant Clients may not be charged for Investment Team Expenses accrued if and to the extent that such Investment Team Expenses are ultimately not paid to, or are forfeited by, a relevant Investment Team member and are recovered by us, in accordance with our expense allocation policy. However, we are under no obligation to reimburse relevant Clients for Investment Team Expenses that have already been charged even if such Investment Team Expenses are ultimately not paid to, or are forfeited by, a relevant Investment Team member and are recovered by us, in accordance with the expense allocation policy.

Different Investment Opportunities. Not all investment signals, instruments and/or markets are appropriate or available to all Clients utilizing similar investment strategies. In addition, investment signals, instruments and/or markets may be applied with different weightings in respect of Clients utilizing similar investment strategies. This can contribute to performance differences between Clients that utilize similar investment strategies. Preferential Treatment. Certain investors may be granted preferential treatment with respect to the terms of their investments. We have entered into, and may in the future enter into, side letters with certain investors that include terms that contain certain clarifications in respect of such investor’s investment in the relevant Client and/or grant such investor preferential treatment or the right thereto. We may also disclose information relating to portfolio investments to certain investors, subject to confidentiality obligations restricting disclosure to third parties. Regulatory risk: Market Crisis and Governmental Intervention. The global markets have, in the past as well as in recent periods, undergone fundamental disruptions which have led, and may lead, to extensive governmental intervention (such as bans on “short selling” equities). Such interventions can be implemented on an “emergency” basis without much or any notice with the consequence that some market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions may be suddenly and/or substantially eliminated. In addition, these interventions may sometimes be unclear in scope and application, resulting in confusion and uncertainty which in itself can be materially detrimental to the efficient functioning of markets and adversely impacts previously successful investment strategies.

We have a branch in Abu Dhabi licensed by the Financial Services Regulatory Authority of Abu Dhabi that provides marketing support to locally based Clients and Fund Investors. The branch does not deal with US Clients. We are affiliated with the following subsidiaries of Winton: -

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

-

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

-

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

-

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

-

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

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

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

(iv)

identify and disclose actual or potential conflicts of interest; and

(v)

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

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

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

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

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

Fund Investors receive holding statements that include valuation and performance details, as well as copies of the annual audited financial statements for the applicable Funds, which are made available through the Funds’ administrators and/or via our investor portal. In addition, we or our affiliates make available via our investor portal supplementary reports, research papers and a suite of performance and risk measures. Certain Fund Investors also receive risk reports compiled by third-party risk aggregators, which are based on position data provided directly by the Funds’ administrators to such aggregators.

In addition, client assets in Funds could be subject to liquidity constraints imposed by the directors of the Funds, such as the implementation of deferred redemptions. In certain jurisdictions, these factors may result in us being deemed to have custody of client assets. For US clients, we are subject to Rule 206(4)-2 of the Advisers Act (the “SEC Custody Rule”), under which we are deemed to have custody of certain Fund assets by virtue of the role of our affiliates, Winton Capital (Cayman) Limited and Winton GP Services (Cayman) Limited, as general partners of certain Funds. In addition, we provide advisory services to a registered investment company under the Investment Company Act, the assets of which are maintained with a qualified custodian in accordance with applicable law. With respect to such Funds, we satisfy the requirements of the SEC custody rule for such Funds by having their financial statements audited in accordance with the requirements of the SEC Custody Rule and distributed within 120 days after the relevant financial year end. Fund Investors who do not receive these in a timely manner should contact us immediately.

Further information on the ISS sustainability policy is available on request. Although we will generally rely on the recommendations of ISS, we reserve the right to exercise discretion in voting proxies and may vote proxies in a manner other than that specifically set out by ISS when we determine that to do so is in the best interests of one or more Clients. We do not anticipate any conflicts of interest in our proxy voting practices. However, should such conflicts arise, we will seek to resolve them equitably. In the event that we do exercise discretion in voting proxies, our Compliance Department will evaluate the matter to be voted on for any potential conflict of interest with Clients and will maintain documentation related to the voting decision. In addition, there can be situations where we determine that it is not in the Clients’ best interest to vote proxies. For example, we determine not to vote proxies where: (i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

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