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Pine River Capital Management L.P.: investment adviser

Pine River Capital Management L.P. is an investment adviser registered with the SEC (file 801-65336, CRD 133720). 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
$46.9B
Discretionary
100%
Accounts
7
Employees
31
In advisory roles
14
Disclosures
0

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 vehicles7$46.9B100.0%

How it is paid

  • A percentage of assets under your management
  • Performance-based fees
  • Other: Pass through reimbursement

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.

Direct owners (Schedule A)

OwnerTypeRoleStakeSinceControlPublic company
Pine River Holdings L.P.Company (U.S.)Limited partner of pine river capital management L.P.E 75% or moreJan 2015Yes

Indirect owners (Schedule B)

OwnerOwns a stake inTypeStakeControlPublic company
Brian Curtis TaylorPine RiverPersonE 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

The firm answered No to every disciplinary question on Form ADV (Item 11).

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 October 8, 2026, filed Oct 8, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

Pine River Capital Management L.P. (“we,” “us,” or “Pine River”) is a Delaware limited partnership that commenced operations on May 4, 2002. Pine River’s general partner is Pine River Capital Management LLC (“PRCM LLC”). Brian Taylor, Pine River’s founder and Chief Executive Officer, is the Managing Member, President and majority owner of Pine River Capital Management LLC. Pine River Holdings L.P. is the majority owner of Pine River. Pine River provides investment management services on a discretionary basis to private pooled investment vehicles established by Pine River (“Pine River Funds”). In addition, Pine River also provides management services to separately managed accounts (“Managed Accounts”). Pine River Funds.

Read the rest of Item 4 (509 more words)

The Pine River Funds are private entities that have been formed by Pine River to provide a means by which qualified, sophisticated investors may pursue alternative investment strategies. For each such entity, Pine River typically creates a master-feeder structure consisting of a master fund in the form of a Cayman Islands exempted company, and one or more feeder funds consisting of Cayman Islands exempted companies and Delaware limited partnerships. The feeder funds invest substantially all of their capital into the related master fund. The master fund conducts the investment activities. A related entity of Pine River, Pine River Domestic Management L.P. (“PRDM”) acts as the general partner of the onshore feeder funds and is listed on Pine River’s Form ADV Part 1A as a Relying Adviser. The Pine River Funds are managed according to the terms and investment objectives set forth in each entity’s governing documents. Pine River has sole discretion to manage the investment portfolios of the Pine River Funds as set forth in their Account Documents, it does not tailor its advisory services to the individual needs of Investors in the Pine River Funds, and Pine River Fund Investors generally may not impose restrictions on the Fund’s investment in certain securities and other financial instruments or certain types of securities and other financial instruments. Managed Accounts. The Managed Accounts may be private domestic or foreign accounts or entities to which Pine River provides investment advisory services subject to a subadvisory agreement whereby it has discretionary investment authority subject to investment guidelines and risk parameters set by the Managed Account client, and it may tailor its advisory services to the needs of the Client which owns the account and impose restrictions requested by the Client. The Managed Accounts have certain terms that differ from the terms of the Pine River Funds, including permitted investments, fees, liquidity rights, transparency rights and/or termination rights. The Pine River Funds and the Managed Accounts are referred to collectively in this Brochure as “Funds” or “Clients” and individually as a “Fund.” The individual investors in the Funds are referred to as “Investors”. Pine River manages assets for its Funds via various fixed income relative value absolute return strategies. Pine River’s advisory services to each Fund are subject to the specific investment objectives and restrictions set forth in the limited partnership agreement, confidential offering memorandum, investment management agreement, advisory agreement, subadvisory agreement, subscription materials and/or other governing documents (collectively, the “Account Documents”) applicable to such Fund. See Item 8: Methods of Analysis, Investment Strategies and Risk of Loss. All discussions of the Funds in this Brochure are qualified in their entirety by reference to each Fund’s respective Account Documents, which contain complete information regarding the investment objectives, investment restrictions and other information with respect to such Fund. Pine River does not participate in any wrap fee programs. As of December 31, 2025, Pine River had approximately $786 million of net assets under management, all of which were managed on a discretionary basis. Pine River does not manage any Fund assets on a non-discretionary basis.

Item 5. Fees and compensation

Pine River does not have a general fee schedule. The compensation each Fund pays Pine River is set forth in each Fund’s Account Documents. Pine River, or an affiliate of Pine River, is compensated for its advisory services in some Pine River Funds based on a percentage of assets under management (“Management Fee”). Current Management Fees for active Pine River Funds which charge them are at a rate of 1.75% per annum of the NAV of the relevant Fund prior to deductions for incentive fees. Some Funds employ an expense pass-through model and do not pay a Management Fee to Pine River. Instead, each investor is generally subject to its pro rata share of passed through expenses as further described in the applicable Account Documents.

Read the rest of Item 5 (2,514 more words)

Pine River, or an affiliate, is generally also compensated via performance-based fees or allocations (“Incentive Fee/Allocation”), which are between 10% and 20%, calculated as a percentage of the amount, if any, by which the NAV prior to deductions for incentive fees exceeds a high-water mark. The specific manner that Management Fees and Incentive Fees/Allocations are charged by Pine River is set forth in each Pine River Fund’s Account Documents. Management Fees are calculated and payable on a monthly basis in advance in accordance with Account Documents. The Incentive Fee/Allocation is typically accrued monthly; however, Investors generally do not pay the Incentive Allocation until fiscal year-end or, if an investor withdraws/redeems at any time other than at the end of a fiscal year, the withdrawing/redeeming investor will be responsible for any proportional accrued Incentive Fee/Allocation at the time of the withdrawal/redemption. Pine River Funds do not have pre-paid fees. Fees are calculated and deducted by the independent administrator of each Pine River Fund and then paid to Pine River. Fees due to Pine River are paid from Funds’ custodial accounts. Investors’ capital accounts are reduced by the amount of such fees. The specific fees charged by each Fund can be found in the Account Documents for that specific Fund. Pine River may negotiate fees with Investors in connection with factors such as being a founding Investor, meeting certain minimum investment amounts or Investors agreeing to be subject to longer investment periods. See discussion of Side Letters below. Employees and Pine River affiliates who invest in the Funds are not charged a Management Fee or an Incentive Fee/Allocation. Pine River Funds may invest in each other. Although no Pine River Fund currently invests in another Pine River Fund, in such cases, Pine River waives, adjusts, or offsets Management Fees and Incentive Fees/Allocations as necessary to avoid the layering or duplication of fees. Neither Pine River nor any of Pine River’s supervised persons receive transaction-based compensation in connection with the sale of securities or other investment products to the Funds. As compensation for the investment management services it provides to its Managed Accounts, the Managed Accounts pay Pine River a negotiated Management Fee and/or an Incentive Fee based on performance which is detailed in each Managed Account’s Account Documents. Side Letters Pine River has entered into agreements, also referred to as “side letters,” with certain Investors whereby such Investors receive terms and conditions more favorable than other Fund investors with respect to, for example, (1) fees (including reduced, waived or rebated Management Fees or Incentive Fees/Allocations); (2) expenses (including reduced, waived or rebated organizational expenses, operating expenses, and transactional costs); (3) access to more frequent and/or more detailed information regarding a Fund, its performance and finances, and investments, and (4) such other rights which Pine River may negotiate with Investors. The terms of such side letters are provided solely at Pine River’s discretion and may be based upon the size or timing of the Investor’s investment in a Fund (or in an affiliated entity), an agreement by the Investor to maintain its investment in the Funds for a certain period of time, or a similar or other type of commitment made by an Investor. Pine River will not, however, grant any Investor in a Pine River Fund preferential redemption rights, nor will it provide any Investor preferential access to information which Pine River believes to be material or offer such terms if it believes they will materially disadvantage other investors. To effect such waivers or modifications or the grant of any special or more favorable terms, the Funds

may, but are not required to, create additional classes, sub-classes, tranches or series of interests for certain investors without providing notice to, or receiving consent from, the investors. Expenses The expenses associated with an investment in the Funds vary depending on the Fund, and each Fund’s Account Documents describe them in detail. Subject to those documents, Funds are typically responsible for expenses that are trade related (“Trade Expenses”), administrative and operating expenses (“Fund-Specific Expenses”) and their share of certain ongoing expenses of Pine River and its affiliates that are not attributable to a specific Fund (“Ongoing Expenses”). Additionally, certain Funds also pass-through ongoing investment manager operating and overhead expenses (“Investment Manager Expenses”) and/or front office compensation related expenses (“Front Office Expenses”) in lieu of being charged a Management Fee. Since all of the categories above may not be applicable to all Funds, Investors should review their particular Account Documents for a fuller description of which expenses apply to the fund or funds in which they are invested. Managed Accounts are responsible for negotiated expenses as detailed in their respective investment management agreement. Trade Expenses are a Fund’s ongoing direct investment expenses, which typically include brokerage commissions, mark-ups, mark-downs, spreads, other transactional costs, trade-specific external legal expenses and other thirdparty fees and expenses incurred in connection with the evaluation of prospective transactions, trade-related travel and due diligence costs and expenses, interest expense, fees and costs incurred with respect to securing access to markets, investments and investment opportunities, custody costs and expenses and clearing costs and expenses. Trade Expenses with respect to the Pine River Funds are typically incurred at the master fund level. Trade expenses incurred for the benefit of more than one Pine River Fund will be allocated by Pine River on what it believes to be a fair and equitable basis among such Clients. Fund-Specific Expenses typically include, as applicable:

third-party legal, valuation, audit and tax preparation expenses; other professional fees, administrator fees, director fees, registered office expenses and taxes; regulatory expenses incurred in connection with the Funds’ ongoing compliance with any laws, rules or regulations currently in effect or adopted in the future, including any FACTA and CRS related expenses and fees of AML officers; expenses incurred by the Fund’s “partnership representative”; remuneration at market rates for Directors who are not affiliated with Pine River and reimbursement of all out-of-pocket expenses properly incurred by the Directors in connection with their performance of services to the fund; all expenses incurred in connection with any threatened, pending or anticipated litigation, examination or proceeding or as a result of the Fund’s obligation to indemnify the General Partner, Pine River, its affiliates, the administrator and certain other parties against losses, liabilities and expenses incurred in connection with the performance of their duties on behalf of, or the provision of services to, the Funds; and all expenses incurred in connection with the liquidation of the Fund.

Fund-Specific Expenses applicable to more than one Pine River Fund are allocated in a fair and equitable manner among such Clients taking into account factors Pine River determines are relevant, which may include average margin usage, the amount of time spent on a Fund, and relative gross asset values of the relevant Funds. Ongoing Expenses typically include:

insurance (including a portion of the premiums for any directors’ and officers’ and/or errors and omissions coverage purchased by Pine River or its affiliates that would offset some portion of a Fund’s indemnity obligations), and may include premiums for an ERISA fidelity bond; research expenses;

Bloomberg access and similar information technology services, information technology costs and telecommunications costs; Pine River or its affiliates’ computer software costs; and other fees and expenses incurred by Pine River or its affiliates that are determined by Pine River, acting in good faith, to be attributable to the Funds.

Ongoing Expenses are allocated in a fair and equitable manner among Clients, which may include via average margin usage, the amount of time spent on a Fund, and relative gross asset value of the relevant Funds. Investment Manager Expenses are ongoing investment manager operating and overhead expenses, which typically include:

all expenses in connection with all employees and partners of Pine River and its affiliates who are non-trading personnel, including, all base compensation, partner draws, allocations, and guaranteed payments, bonuses (including supplemental, retention, discretionary and formulaic bonuses of any kind), and all employee benefits (including, but not limited to, healthcare contributions, premiums and claims, payroll, withholding and similar taxes, workers’ compensation contributions, 401(k) and similar retirement or savings plan contributions and administration fees, professional dues and professional-development related expenses, the costs of industry conferences, tuition and commuter reimbursement plans, and certain employee perks); expenses relating to personnel recruiting and severance arrangements of Pine River regardless as to whether the Investment Manager gains a non-disparagement and non-solicitation benefit, as well as potentially other benefits, from employees executing such severance arrangements, separate from any benefits the Fund may receive, if any, including the hiring, on-boarding, and termination of employees (such as recruitment fees and retainers paid, internal referral payments, fees and expenses relating to participation at industry-related and professional conferences, professional organization fees, and events, certain up-front compensation, sign-on bonuses, relocation expenses, buy-out payments payable to employees and other compensation plans, and legal expenses related to hiring, counseling, and terminating employees); Pine River’s expenses relating to its professional service providers including legal, compliance, administrative, accounting, auditing, valuation, tax compliance, and consulting expenses and fees; fees or expenses relating to consultants retained by Pine River for investment and non-investment purposes, including public relations, information technology, management, and other consultants retained by Pine River to improve or further its business; expenses relating to furniture and fixtures (such as office furnishings but excluding artwork) and the rent and facility expenses of Pine River, including leasehold improvements, operating expenses, real estate taxes, security deposits, fees, utilities, repairs and maintenance, insurance, and collateral letters of credit; non-investment-related travel (including by the employees of Pine River between its offices), business entertainment, meals, occupancy expenses incurred by Pine River, including commercial air travel expenses; Pine River’s direct and indirect general operating and administrative expenses, including but not limited to director’s and officer’s errors and omissions insurance expenses, employment practices liability insurance expenses, ERISA bonding costs, publications and subscriptions expenses, office supplies and postage expenses and expenses relating to its general operating assets and development of Pine River’s technological and operational capabilities (both hardware and software, as well as services and licenses, proprietary and third party licenses, systems and software), including but not limited to contact relationship management systems, cybersecurity expenses, disaster recovery related and edata warehousing expenses, data licenses, software licenses, trading platform fees and costs, trading and position lifecycle systems and licenses, software development expenses, business continuity expenses, remote working related expenses, and human resources tools; legal and compliance systems and licenses, including but not limited to fees and expenses associated with preparing and submitting regulatory filings and compliance related expenses (e.g., expenses relating to the preparation and filing of Pine River’s SEC Form ADV and Form PF, NFA Form CTA-PR and the expenses relating to Pine River’s registration as a trading advisor and membership in NFA); expenses relating to the preparation of Pine River’s (or its affiliates’) tax filings;

expenses related to marketing of the Fund, attending and participating in industry conferences, and performing investor relations services; and any sales and use taxes and government filing fees to which Pine River and its affiliates are subject.

Investment Manager Expenses applicable to more than one Pine River Fund are allocated in a fair and equitable manner among Clients which may include average margin usage and the amount of time spent on a Fund. Investment Manager Expenses are capped based on the size of the relative Pine River Fund. Front Office Expenses typically include Pine River and its affiliates’ expenses paid, payable or deferred in connection with all employees and partners of Pine River and its affiliates who are trading personnel (e.g., personnel performing portfolio management and trading activities on behalf of the Fund, such as portfolio managers, trading analysts and investment traders, and excluding all administrative, accounting, tax, risk, legal, operations, treasury, marketing, investor relations personnel, or any other personnel without a trading function), including, all base compensation, partner draws, allocations, and guaranteed payments, bonuses (including supplemental, retention, discretionary and formulaic bonuses of any kind), sign-on and retention bonuses, and all employee benefits (including but not limited to healthcare contributions, premiums and claims, payroll, withholding and similar taxes, workers’ compensation contributions, 401(k) and similar retirement or savings plan contributions and administration fees, professional dues and professional-development related expenses, the costs of industry conferences, tuition and commuter reimbursement plans, and certain employee perks). Pine River will allocate Investment Manager Expenses and Front Office Expenses incurred on behalf of more than one Fund in a fair and equitable manner which generally includes a pro rata allocation based on time spent on the relevant Funds and margin usage of the relevant Funds, but may allocate all or a portion of specific Investment Manager Expenses and Front Office Expenses non-pro rata if it determines in good faith that such allocation would be more equitable than an allocation on a pro rata basis. Such expenses are capped based on the size and performance of the relevant Fund as set forth in the relevant Fund Account Documents. Transactional Costs Pine River’s various trading strategies may result in greater portfolio turnover and, consequently, greater transactions costs to the Pine River Funds. Fees or expenses incurred in connection with transactions may include, but are not limited to, transaction costs, commissions, brokerage commissions, clearing and settlement charges, borrowing charges on securities sold short, interest on borrowings, including borrowings from brokers and custodians, any issue, transfer or other taxes or fees in connection with transactions, any foreign withholding taxes, legal and/or rating agency fees incurred for specific transactions, exchange transaction and membership fees and charges and custodial services and will be paid out of the assets of the Funds. Portfolio turnover, brokerage commissions, and other transaction fees and expenses are increased by frequent trading. In addition, please see Item 12 – Brokerage Practices for further discussion of the brokerage and other transaction costs that Funds pay. Valuation Risk Management Fees, Incentive Fees/Allocations and amounts due to or from Investors upon redeeming or withdrawing from the Pine River Funds are based on valuation of the relevant Pine River Fund’s assets. Pine River determines the net asset value of each Pine River Fund on a monthly basis pursuant to a Valuation Policy that is governed by Pine River’s Valuation Committee and administered/employed by the Pine River Funds’ third-party administrator. The net asset value of a Pine River Fund is based on the value of the individual investments of the Fund. Pine River may not be able to make timely and accurate valuations of certain of the Funds’ investments. The valuation of investments is based on market data, independent third-party information and other sources deemed reliable by Pine River in its good faith judgment. Nevertheless, there is a risk that any given determination of net asset value may be overstated or understated. A conflict of interest exists in valuing the Funds’ investments, because Pine River has an incentive to value the Funds’ investments aggressively in order to improve reported performance, attract new Investors and increase Incentive Fees/Allocations. There is no assurance that the

valuations determined by Pine River represent values that can or will be realized in a sale or exchange with an independent third party.

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

As set forth in Item 5 – Fees and Compensation, Pine River has entered into Incentive Fee/Allocation arrangements with certain Clients that are paid to an affiliate of Pine River. Such fees are performance-based. The calculation of performance compensation, if any, paid by each Fund to Pine River and/or its affiliates is described in the Fund’s Account Documents. Performance-based fee arrangements create an incentive for Pine River to recommend investments that are riskier or more speculative than those that it might recommend under a flat fee arrangement. Performance-based fee arrangements also create an incentive to favor higher fee paying Clients over other Clients in the allocation of investment opportunities.

Read the rest of Item 6 (351 more words)

Performance-based compensation for Managed Accounts may be negotiated on a case-by-case basis, and Pine River may, in its sole discretion, and from time to time elect to waive, in whole or in part, the Incentive Fee/Allocation with respect to any Fund or Investor. In valuing Clients’ assets to calculate Incentive Fees/Allocations, Pine River includes realized and unrealized gains and losses. Pine River may have an incentive to inflate the value of Fund assets. Pine River’s calculation and payment of Incentive Fees/Allocations complies with the requirements of Rule 205-3 under the Investment Advisers Act of 1940 (the “Advisers Act”). Pine River has differing compensation arrangements with respect to its Funds, which creates potential conflicts of interest between Funds with respect to allocation of investment opportunities. Pine River’s Funds are generally organized as master-feeder structures. In connection with this structure, all trading is done by the master fund. The feeder funds typically invest all their assets into the master fund. Investors typically invest their capital into the feeder funds. Some feeder funds have more than one share class, and therefore, Management Fees and/or Incentive Allocations will be higher (or lower) for different share classes. In addition, different Funds often have different Management Fees and/or Incentive Fees/Allocations. Pine River has adopted controls to identify and mitigate performance-based fee conflicts of interest. These include policies and procedures related to the allocation and valuation of investments, an internal Valuation Committee and valuation services provided by each Fund’s respective administrator. If Pine River determines that an investment or trading opportunity is appropriate for more than one Fund, then Pine River allocates such investment or trading opportunity among Funds in a manner that Pine River determines, exercising its judgment in good faith, to be fair and equitable over time, taking into consideration all allocations among such Funds taken as a whole. Pine River is not required to provide every opportunity to every Fund, or to allocate opportunities on a pre-determined basis. Pine River believes conflicts related to performance-based fees are mitigated by its investment allocation procedures and its disciplined investment process. (See also, Item 12 – Brokerage Practices)

Item 7. Types of clients

Pine River provides investment advisory services to private funds, which are pooled investment vehicles. Pine River also provides advisory services to other Clients, including separately managed accounts. Investors in the Pine River Funds may include high net worth individuals, family offices, other private investment funds, fund of funds, investment companies, trusts, estates, charitable institutions, sovereign wealth funds, endowments, municipalities, corporate pensions and profit-sharing plans, and other institutional clients. Interests in the Pine River Funds are offered pursuant to the U.S. Securities Act of 1933 (as amended, the “Securities Act”) and are not registered as investment companies.

Read the rest of Item 7 (145 more words)

As a result, Pine River limits investors in the Pine River Funds to a limited number of “accredited investors” as defined in Regulation D under the Securities Act, and to “qualified purchasers” (or “knowledgeable employees”) as defined in the Advisers Act. Investors and prospective investors in each Pine River Fund should refer to the Account Documents of such Pine River Fund for complete information on

minimum investment and other requirements for participation in such Pine River Fund. The current minimum initial investment in the Pine River Funds is $1,000,000, however Pine River may waive this minimum in its discretion. Investment in a Managed Account is available only to the Investor or group of Investors for whom the Managed Account was established. An Investor in a Managed Account is subject to the criteria and limitations set forth in the governing documents for the applicable Managed Account.

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

Investing in securities involves risk of loss that clients should be prepared to bear. Pine River employs certain trading techniques, as described in this section, which may increase the risk of investment loss. As a result, an investor could lose all or a substantial amount of their investment. Investment Strategies Each Pine River Fund pursues an investment strategy described in its Account Documents, as summarized below. In each case, the following summaries are not intended to be a complete statement of the investment strategies and related risks of the applicable Pine River Funds. Investors should review the full Account Documents for a given Fund for a complete statement of the strategy and risks relating to such Fund.

Read the rest of Item 8 (14,208 more words)

The terms of the Pine River Funds’ Account Documents supersede the disclosures contained in this Brochure. Investment Strategy and Objective of Pine River Multi-Strategy Fund The investment objective of the Pine River Multi-Strategy Master Fund Ltd., Pine River Multi-Strategy Fund Ltd. and Pine River Multi-Strategy Fund L.P. (the “Multi-Strategy Funds”) is to generate superior, risk adjusted returns by implementing a relative value fixed-income multi-strategy approach, including investing and trading in bonds and related markets, mortgage-backed securities, and other liquid fixed-income investments and related financial instruments. Pine River will implement a fixed-income multi-strategy framework, including a relative value strategy utilizing (i) market neutral inflation related securities, (ii) global sovereign bonds, (iii) agency mortgages, and (iv) municipal bonds, as well as other liquid fixed-income strategies. The Multi-Strategy Funds invest in strategies that seek to be profitable regardless of whether broader market indices rise or fall. Such strategies include the use of market judgment and/or mathematical or statistical techniques to identify perceived mispricings of securities, the price movements of which are significantly correlated, and to capture the value inherent in those mispricings by trading long and short positions in those securities. Investment Strategy and Objective of Pine River Municipal Fund Pine River Municipal Master Fund Ltd., Pine River Municipal Fund Series, a Series of Pine River Precision Fund LLC and Pine River Precision Fund SPC for the account of Pine River Municipal Fund S.P. (the “Municipal Funds”) pursue a relative value, absolute return strategy and seek to generate superior risk-adjusted returns by identifying and capturing opportunities within the United States municipal bond market and related markets, which Pine River views as fragmented, inefficient and retail dominated. The Municipal Funds intend to focus on what Pine River perceives to be diversified, high quality bonds. Pine River uses a dynamic hedging strategy that seeks to hedge the Master Fund’s investments against movements in interest rates. The hedging strategy may use a variety of instruments including U.S. Treasury bonds, U.S. Treasury futures, Libor swaps and swaptions, Municipal Market Data Rate Locks, municipal bond exchange traded fund shorts and options, and other viable rate or credit hedges. No hedging strategy can guard against all risks or eliminate entirely the risks it seeks to limit and there can be no assurance that Pine River will identify all risks that can or should be hedged, or that it will successfully hedge against the risks it does identify.

LIQUIDITY RISK Illiquidity of Shares Investments in the Pine River Funds are illiquid and should only be acquired by Investors able to commit their funds for an indefinite period. Investors are not permitted to transfer their interests without the consent of the applicable Pine River Fund and Investors should not expect a Pine River Fund to grant such consent. There is currently no market for interests in the Pine River Funds, and none is expected to develop. Investors in the Pine River Funds are subject to different redemption or withdrawal limitations, which, as set forth in the Fund Account Documents, often include notice requirements, monthly or quarterly liquidity, lock-up periods, and investor gates. Additionally, the Funds have broad authority to suspend redemptions or withdrawals and the payment of redemption or withdrawal proceeds under certain circumstances. In such an event, Investors may remain invested in a Fund indefinitely. As a result of these limitations, Investors may not be able to liquidate their investments in the Funds at will. STRATEGY RISKS No Formal Diversification Policies Pine River is not restricted as to the percentage of a Fund’s assets that may be invested in any particular geographic location, issuer, industry, instrument, market or strategy and the Funds do not have any fixed guidelines for diversifying their portfolio. Therefore, the Funds’ portfolios could be relatively concentrated in certain types of securities and issuers. As a result, the Funds’ investment portfolios are subject to more rapid changes in value than if they were more diversified. Mortgage-Backed Securities and Asset-Backed Securities Investing in residential mortgage-backed securities (“MBSs”) involves certain additional risks and special considerations, including the risk of principal prepayment and defaults as well as the risk of investing in real estate. MBSs generally provide for the payment of interest and principal on the MBSs on a frequent basis, and there exists the possibility, particularly with respect to residential MBSs, that principal may be prepaid at any time due to, among other reasons, prepayments on the underlying mortgage loans or other assets. As a result of prepayments, the Funds may be required to reinvest assets at an inopportune time, which may expose the Funds to a lower rate of return. The rate of prepayments on underlying mortgages affects the price and volatility of an MBS and may shorten or extend the effective maturity from what was anticipated. Further, different types of MBSs are subject to varying degrees of prepayment risk. The rate of principal payments on mortgage loans is influenced by a wide variety of economic, geographic, social and other factors, including general economic conditions, the level of prevailing interest rates, the availability of alternative financing and homeowner mobility. Finally, the risks of investing in such instruments reflect the risks of investing in real estate securing the underlying loans, including the effect of local and other economic conditions, the ability of tenants to make payments, and the ability to attract and retain tenants. Increasing rates of delinquencies, foreclosures and other losses on mortgages could, in turn, adversely affect certain securities in which the Funds may invest. Asset-backed securities (“ABSs”) are subject to interest rate risk and, to a lesser degree, prepayment risk. ABSs are subject to additional risks in that they generally do not have the benefit of a security interest in the related collateral. Each type of ABS also entails unique risks depending on the assets involved, and the legal structure used. For example, credit card receivables are generally unsecured, and the debtors are entitled to the protection of state and federal consumer credit laws, many of which give debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. In addition, insurance and reinsurance receivables, which may include workers’ compensation claims, relate to companies that are highly regulated, which regulations may be subject to change based on public policy. ABSs typically experience credit risk. For example, there is an increasing supply of subordinated securities rated lower than AA (down to B or first loss) and senior securities that may be rated lower

than AAA, as well. There is also the possibility that recoveries on repossessed collateral may not be available to support payments on these securities because of the inability to perfect a security interest in such collateral. Relative Value Strategies The Funds frequently pursue relative value strategies by taking long positions in securities believed to be undervalued and short positions in securities believed to be overvalued. Relative value strategies seek to reduce exposure to the risk of overall market price movements, but in pursuing such strategies a Fund remains exposed to the risks of disruptions in historical price relationships, the restricted availability of credit and the obsolescence of its valuation models. Mispricings, even if correctly identified, may not be corrected by the market within the time frame within which the Funds maintain their positions. Even pure “riskless” arbitrage can result in significant losses if the arbitrage is not able to be sustained until expiration and the Funds rarely engage in true arbitrage as opposed to relative value trading, which is inherently a higher-risk strategy. In the event that the perceived mispricings underlying such trading positions fail to converge toward, or diverge further from, Pine River’s expectations, a Fund may incur losses. Directional Trading Certain positions taken by the Funds may be designed to profit from forecasting absolute price movements in a particular instrument. Predicting future prices is inherently uncertain and the losses incurred, if the market moves against a position, may not be hedged. The speculative aspect of attempting to predict absolute price movements is generally perceived to exceed that involved in attempting to predict relative price fluctuations. Further, to the extent the Funds engage in directional trading, they become less market neutral. Spread or Arbitrage Trading Some components of some Funds’ trading operations involve spreads and arbitrage trades between two or more positions. Arbitrage strategies attempt to take advantage of perceived price discrepancies of identical or similar financial instruments, on different markets or in different forms. To the extent the price relationships between such positions remain constant, no gain or loss on the positions will be recognized; to the extent that the requisite elements of an arbitrage strategy are not properly analyzed, or unexpected events or price movements intervene, the high degree of leverage typically applied may increase the Funds’ losses. Hedging Strategies The Funds employ various hedging strategies in an effort to minimize certain risks. There can be no assurance that Pine River will identify all risks that can or should be hedged, or that it will successfully hedge against the risks it does identify. Pine River is not obligated to utilize hedging strategies, and Pine River may choose to only partially hedge positions (or not at all). Further, Pine River may determine it is economically unattractive, or otherwise undesirable, to hedge against certain risks and instead may rely on diversification among instruments, strategies and markets to offset such risks. Long/Short Equity Strategies The success of long/short investment strategies depends on Pine River’s ability to identify and purchase financial instruments that are undervalued and identify and sell short financial instruments that are overvalued. There are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying a Fund’s positions fail to converge toward, or diverge further from values expected by Pine River, the Fund may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Fund to close out one or more positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity may become outdated and inaccurate as market conditions change.

Credit Analysis and Credit Risk Pine River’s investment strategies may require accurate and detailed credit analysis of issuers. There can be no assurance that Pine River will have access to accurate, complete information with respect to the subjects of its analysis or that Pine River’s credit analysis, even with access to current information, will prove to be correct. The Funds may be subject to losses, which could be substantial, in the event of credit deterioration or bankruptcy of one or more issuers in its portfolio. While a Fund may hedge its credit risk with short positions in both cash and synthetic holdings, there can be no assurance that such Fund will have the ability to establish such hedges in the marketplace or that such hedges, if established, will offset losses. INVESTMENT OR PRODUCT RISKS Futures Contracts and Futures Options The Funds trade futures and futures options for investment and hedging purposes. The prices of such contracts are highly volatile and Pine River must be able to correctly analyze the underlying markets. Investments in futures and options contracts involve significant leverage (i.e., margin is usually only 5% to 15% of the face value of the contract and exposure can be nearly unlimited), and as a result, a relatively small price movement in a futures contract may result in substantial losses to the investor. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits” and trades may not be executed at prices beyond the daily limits. This could prevent Pine River from promptly liquidating unfavorable positions and subject the Funds to substantial losses. In addition, the CFTC and the commodities exchanges impose limits, referred to as “speculative position limits,” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options contracts traded on U.S. commodities exchanges. All accounts owned or managed by Pine River are combined for the purposes of calculating position limits. Pine River could be required to liquidate positions in order to comply with such limits, even though the positions attributable to the Funds do not themselves trigger such position limits. Position limits could force Pine River to liquidate profitable positions and result in substantial transaction costs. Derivatives The Funds make extensive use of various derivative instruments for hedging and other trading purposes. The use of derivative instruments involves material risks, including the high degree of leverage often embedded in such instruments and the possibility of counterparty non-performance. In addition, the derivatives markets are frequently characterized by limited liquidity, which can make it difficult as well as costly for a Fund to close out open positions in order to realize gains or limit losses. The pricing relationships between derivatives and the instruments underlying such derivatives may not be correlated with historical patterns, resulting in unexpected losses. Some derivative instruments traded by the Funds are principal-to-principal or “over-the-counter” (“OTC”) contracts between a Fund and a third party entered into privately, rather than on an established exchange. In such cases, the Fund will not be afforded the regulatory protections of an exchange or its clearinghouse, or of a government regulator that oversees the exchange or clearinghouse. In privately negotiated transactions, the risk of the negotiated price deviating materially from fair value is substantial, particularly when there is no active market available. Many derivatives are valued on the basis of dealer pricing. However, the price at which dealers value a particular derivative and the price which the same dealers would actually be willing to pay for such derivative may be materially different. Such differences may materially adversely affect a Fund in situations in which the Fund is required to sell derivative instruments.

The parties to derivatives agreements typically agree to post cash collateral when the value of the underlying reference obligation moves outside a specified range. Failure to timely post cash collateral may give the party to whom such collateral is owed the right to terminate not only the position in question but all derivatives transactions between the parties. Dodd-Frank mandates that a substantial portion of OTC derivatives be executed in regulated markets and be submitted for clearing to regulated clearinghouses. The CFTC has implemented central clearing rules for certain OTC derivatives. OTC trades submitted for clearing are subject to various margin requirements. Additionally, when trading cleared OTC derivatives, a Fund will not face a clearinghouse directly but rather will do so through a member of the clearinghouse. Clearing members typically demand the unilateral ability to increase a Fund’s margin requirements for cleared OTC trades beyond any regulatory and clearinghouse minimums. In addition to central clearing requirements, the CFTC imposes margin requirements on non-cleared OTC derivatives. These requirements may increase the amount of collateral a Fund is required to provide, and the costs associated with providing it. The CFTC also requires that certain derivative transactions that were previously executed on a bi-lateral basis in the OTC markets be executed through a regulated exchange or execution facility. Such requirements may make it more difficult and costly for the Funds to enter into highly tailored or customized transactions. They may also render certain strategies in which a Fund might otherwise engage impossible or so costly that they will no longer be economical to implement. Short Sales The Funds may sell securities short in implementing their trading strategies. Short sales can substantially increase the impact of adverse price movements on a Fund’s portfolio. A short sale involves the risk of a theoretically unlimited increase in the market price of the investment sold short. Because the borrowed securities sold short must later be repurchased in the market, any appreciation in the market price of these securities results in a loss. Purchasing securities to close out the short position can itself cause their market price to rise further, increasing losses. Further, a Fund may be prematurely forced to close out a short position if a counterparty from which the Fund borrowed securities demands their return or increases the borrowing costs. There can be no assurance that securities necessary to cover a short position will be available for purchase. Short selling in certain markets may be subject to materially more restrictive regulations, or as a practical matter be materially more difficult to do, than in U.S. and other developed markets. Credit Default Swap Agreements The Funds may enter into swap and similar derivative transactions involving or relating to interest rates, credit risks, non-U.S. currencies, commodities, securities, investment fund interests, indices, prices or other items. A swap transaction is an individually negotiated, non-standardized agreement between two parties to exchange cash flows (and sometimes principal amounts) measured by different interest rates, commodity prices, exchange rates, indices or prices, with payments generally calculated by reference to a principal (“notional”) amount or quantity. Many swap contracts and similar derivative contracts are not currently traded on exchanges; rather, banks and dealers act as principals in these markets. As a result, the Funds are subject to the risk of the inability or refusal to perform with respect to such contracts on the part of the counterparties with which the Funds trade. Participants in the swap markets are not required to make continuous markets in the swap contracts they trade. Swap agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease the exposure of the Funds to long-term or short-term interest rates, non-U.S. currency values, mortgage securities, corporate borrowing rates or other factors such as security prices, baskets of equity securities or inflation rates. Swap agreements can take many different forms and are known by a variety of names. The Funds are not precluded from any particular form of swap agreement if such investment is consistent with the investment objective and policies of the Funds.

Swap agreements tend to shift investment exposure from one type of investment to another. Depending on how they are used, swap agreements may increase or decrease the overall volatility of the Funds’ portfolios. The most significant factor in the performance of swap agreements is the change in the specific interest rate, currency, individual equity values or other factors that determine the amounts of payments due to and from the Funds. If a swap agreement calls for payments by Funds, the Funds must be prepared to make such payments when due. If a counterparty’s creditworthiness declines, the value of swap agreements with such counterparty can be expected to decline, potentially resulting in losses by the Funds. Options The funds invest and trade in many forms of options. The purchase or sale of an option involves the payment or receipt of a premium by the investor and the corresponding right or obligation to either purchase or sell the underlying security, commodity or other instrument for a specific price at a certain time or during a certain period. Purchasing options involves the risk that the underlying instrument will not change price in the manner expected, so that the investor loses its premium. Selling options involves potentially greater risk because the investor is exposed to the extent of the actual price movement in the underlying security rather than only the premium payment received, which could result in a potentially unlimited loss. OTC options also involve counterparty solvency risk. The Funds may engage in spreads or other combination options transactions involving the purchase and sale of related options and futures contracts. “Spread” trading, as it involves offsetting “relative value” positions, may be executed on a highly leveraged basis and is subject to the risk of sudden illiquidity in the markets, making it impossible, for example, to close out one “leg” of the spread. Also, the transaction costs of combination options transactions can be especially significant because separate costs are incurred on each component of the combination. Pine River may cause the Funds to buy or sell OTC options – options on securities that are not traded on a securities exchange and are not issued or cleared by an internationally recognized clearing corporation. The risk of nonperformance by the obligor on such an option may be greater, and the ease with which Pine River can dispose of such an option may be less, than in the case of an exchange traded option issued by an internationally recognized clearing corporation. Municipal Market Risks The municipal securities market is fragmented, with significant variations in economic conditions, credit quality, and supply-demand fundamentals. It may be difficult to hedge the credit risk of specific municipal bonds, because it is typically not possible to take a short position or purchase CDS protection with respect to a given bond. Further, the municipal market is predominantly a retail buyer driven market. For these reasons, it is subject to different market fundamentals than mortgage-backed securities and equities markets. Public information in the municipal market is also less available than in other markets, increasing the difficulty of evaluating and valuing securities. Further, the Funds’ portfolio may include municipal bonds secured by payments to be made by private or single-purpose entities and changes in market conditions affecting such bonds, including the downgrade of an entity obligated to make such payments, could have a negative impact on the Funds’ performance. Forward Contracts Forward contracts and options thereon are not traded on exchanges and are not standardized; rather banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. There is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the commodities they trade, and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain commodities or have quoted prices with an unusually widespread between the price at which they were prepared to buy and that at which they were prepared

to sell. Disruptions can occur in any market traded by the Funds due to unusually high trading volume, political intervention or other factors. The imposition of credit controls by governmental authorities might also limit forward trading to less than that which Pine River would otherwise recommend, to the possible detriment of the Funds. In their forward trading, the Funds may be subject to the risk of the failure of, or the inability or refusal to perform with respect to its forward contracts by, the counterparties with which the Funds trade. Assets on deposit with such principals will also generally not be protected by the same segregation requirements imposed on CFTC-regulated commodity brokers in respect of customer funds on deposit with them. Accordingly, the insolvency or bankruptcy of such parties could also subject the Funds to the risk of loss. Corporate Securities Prices for corporate securities in general, including corporate bonds, equities, convertible bonds, options, derivatives, etc., are affected by numerous, often complex and interrelated, factors. Price influences that may affect one or more issuers or industry sectors, the market for a particular security type, the markets in various jurisdictions and/or other aspects of a Fund’s trading, include: interest rates, inflation, general economic conditions, geopolitical forces, currency conditions and foreign exchange rates, market sentiment, analyst research and/or media reports, trading patterns and/or market trends, the availability of credit, credit spreads, an issuer’s financial condition, corporate announcements and events, other conditions affecting an issuer’s business, such as competition, product offerings, lawsuits and/or fraud, price-earnings ratios or other metrics, weather or climate forces, regulatory conditions or potential regulatory changes, and the public’s and market participants’ perception of such matters. Pine River attempts to predict price movements, taking into account the information available to it and utilizing such analytical methods as Pine River considers important and appropriate under the circumstances. There can be no assurances that Pine River will be successful in correctly identifying those factors affecting the price of securities held by the Funds or that Pine River will correctly predict the effect of such factors on the prices of relevant instruments and the timing thereof, or that the Funds will be able to buy and sell assets at advantageous times and prices. Equity Securities Numerous inter-related and difficult-to-quantify economic factors influence the prices of equities, including market sentiment and subjective and extraneous political and economic factors. There can be no assurance that Pine River will be able to predict future price levels correctly. These factors may cause equity prices to move contrary to Pine River’s expectations, causing losses to the Funds. Non-U.S. Securities The Funds may invest in markets and securities outside of the United States. Investing in securities of non-U.S. governments and companies involves both risks and opportunities not typically associated with investing in securities of the U.S. government or U.S. companies. These considerations include changes in exchange rates and exchange control regulations, political and social instability, expropriation, imposition of non-U.S. taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, nonU.S. government restrictions, less government supervision of exchanges, brokers and issuers, greater risks associated with counterparties and settlement, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Sovereign Bonds The Funds may invest a portion of their capital in global sovereign bonds and related investments. This strategy depends upon the use of high leverage to capture small mispricings among very liquid positions. The Funds may incur substantial losses from this strategy if Pine River incorrectly analyzes mispricings, or in the event of unexpected

movements in sovereign bond prices. Other investment funds that have pursued this strategy have incurred substantial and sudden losses from time to time. Indices The Funds may trade in positions tied to indices. It is possible that a financial instrument which is designed to track the performance of an index, positively or inversely, may fail to do so due to disruptions in the markets for the financial instrument or due to other extraordinary circumstances. In addition, such a financial instrument may not track exactly the performance of the index, whether positively or inversely, because the financial instrument is not itself the index. There can be no assurances that the indices will function as they are designed or intended, or that positions on such indices will be liquid. Failure to meet expectations regarding the design of an index or its liquidity could lead to substantial losses for the Funds. Bank Loans and Participations The Funds may invest in fixed- and floating-rate bank loans and participations. Risks associated with these obligations include: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) environmental liabilities that may arise with respect to the collateral securing the obligations; (iii) adverse consequences resulting from participating in such loans with other institutions which may default on their obligation to provide additional funding under such loans; and (iv) limitations on the ability of the investor in a participation directly to enforce the lender’s rights under such loans. Commercial Mortgage-Backed Securities Collateral underlying commercial mortgage-backed securities (“CMBS”) generally consists of mortgage loans secured by income producing property, such as regional malls, other retail space, office buildings, industrial or warehouse properties, hotels, rental apartments, nursing homes, senior living centers and self-storage properties. The performance of a commercial mortgage loan depends primarily on the net income generated by the underlying mortgaged property. The market value of a commercial property similarly depends on its income-generating ability. As a result, income generation will affect both the likelihood of default and the severity of losses with respect to a commercial mortgage loan. Any decrease in income or value of the commercial real estate underlying an issue of CMBS could result in cash flow delays and losses on the related issue of CMBS. A portfolio of CMBS may be backed by commercial mortgage loans with disproportionately large aggregate principal amounts secured by properties in only a few regions. As a result, commercial mortgage loans may be more susceptible to geographic risks, such as adverse economic conditions, adverse events affecting industries located in such areas and natural hazards affecting such areas. Mortgage loans underlying a CMBS may provide for no amortization of principal or may provide for amortization based on a schedule substantially longer than the maturity of the mortgage loans, resulting in “balloon” payments due at maturity. If the underlying mortgage borrowers are unable to refinance, such balloon payment mortgages are likely to experience payment delays and defaults. As a result, the related issue of CMBS could experience delays in cash flow and losses. Real Estate Investment Trusts The Funds may invest and trade in the securities of real estate investment trusts (“REITs”), including REITs that invest in mortgage-backed securities and related strategies. Investments in REITs are subject to the risks incident to the ownership and operation of real estate generally, which include declines in the value of real estate, risks related to general and local economic conditions, dependency on management skill, heavy cash flow dependency, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties, increased taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems, liability to third parties for damages resulting from environmental problems, casualty or condemnation losses, limitations

on rents, changes in neighborhood values and the appeal of properties to tenants and changes in interest rates. Further, REITs typically charge management fees and similar fees to investors, which may result in the layering of fees to investors in the Funds. Currency Exchange Exposure and Currency Hedging Because the Funds may invest in non-U.S. securities that are denominated or quoted in non-U.S. currencies, whereas the functional currency of the Fund is denominated in U.S. dollars, performance may be significantly affected, either positively or negatively, by fluctuations in the relative currency exchange rates and by exchange control regulations. To the extent Pine River seeks to hedge the Funds’ currency exposure, it may not always be practicable to do so. Moreover, hedging may not alleviate all currency risks. Furthermore, the Funds may incur costs in connection with conversions between various currencies. Currency exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to sell currency to the Funds at one rate, while offering a lesser rate of exchange should the Funds desire immediately to resell that currency to the dealer. To the extent Pine River enters into currency forward contracts, these contracts involve a risk of loss if Pine River fails to predict accurately the direction of currency exchange rates. In addition, forward contracts are not guaranteed by an exchange or clearinghouse. Therefore, a default by the forward contract counterparty may result in a loss to the Fund for the value of unrealized profits on the contract or for the difference between the value of its commitments, if any, for purchase or sale at the current currency exchange rate and the value of those commitments at the forward contract exchange rate. There can be no guarantee that instruments suitable for hedging currency shifts will be available at the time Pine River wishes to use them or will be able to be liquidated when Pine River wishes to do so. In addition, Pine River may choose not to enter into hedging transactions with respect to some or all of its positions that are exposed to currency exchange risk. Risks Related to Currency Hedges One or more Funds have share classes denominated in non-U.S. currencies (“Non-US Share Classes”). Pine River may enter into currency hedging transactions in respect of the Non-US Share Classes as it deems appropriate. There can be no assurance that such hedging transactions will be effective. For example, currency hedging transactions entered into in respect of the Non-US Share Classes may not be adjusted intra-month to take into account the exposure of the Non-US Share Classes to changes in exchange rates between the relevant currency and the USD. Currency hedging transactions may not be adjusted to reflect the investment results and other items of income, gain, loss or deduction experienced by the Fund. There can be no assurance that currency hedging transactions will fully protect Investors holding Non-US Share Classes shares from fluctuations in the value of the USD or other currencies in which the Fund’s assets are denominated against such currencies. Investors holding Non-US Share Classes will not generally benefit when the USD appreciates against the Non-U.S. Share Classes currency. Any costs associated with currency conversion and hedging transactions entered into in respect of the Non-US Share Classes will be allocated to such shares and will, therefore, impact the net asset value of such shares. Pine River may determine not to conduct currency hedging transactions in respect of the Non-US Share Classes, in whole or in part, for a period of time or ever, including when Pine River determines, in its sole discretion, without notice to any shareholder, that currency hedging transactions are not practicable or possible or may adversely affect the Fund or the shareholders. As a result, the currency exposure of shareholders holding Non-US Share Classes shares could go fully or partially unhedged for that period of time. Pine River’s determination not to adjust any currency hedging transactions entered into in respect of the Non-US Share Classes shares to take into account the exposure of such Shares to exchange rate fluctuations could result in those shares being under hedged, which could leave those shares exposed to exchange rate fluctuations on the portion of the their net asset value in excess of the

hedged amount – or over hedged, which could result in those shares being overexposed to gains and losses associated with currency hedging transactions as compared to the net asset value of those Shares. There can be no assurance that the Funds will be able to hedge, or be successful in hedging, the currency risk referred to herein. Currency hedging transactions generally require the use of a portion of the assets of a Fund for margin or settlement payments or other purposes. For example, the Funds may be required to make margin, settlement or other payments, in connection with the use of certain hedging instruments. Counterparties to any hedging transaction may demand payments on short notice. As a result, the Funds may liquidate assets sooner than they otherwise would have in order to have available cash to meet current or future margin calls, settlement or other payments, or for other purposes. Due to volatility in the currency markets and changing market circumstances, the Funds may not be able to accurately predict future margin requirements, which may result in holding excess or insufficient cash for such purposes. Where the Funds do not have cash or assets available for such purposes, the Funds may be required to dispose of assets at disadvantageous prices or might fail to comply with certain of its contractual obligations. Such failures could include failing to meet margin calls or settlement or other payment obligations. If the Funds were to default on any of its contractual obligations, the Funds and Investors might be materially adversely affected. Availability of Hedging Instruments In periods of market stress, the instruments necessary to engage in currency hedging transactions may not generally be available or may not, in Pine River’s judgment, be economically practical. In addition, if there was a significant decline in the net asset value of a Fund or a significant loss on any currency hedging transactions, counterparties might be unwilling to continue to offer currency hedging transactions and might have the ability to terminate existing agreements relating to currency hedging transactions. The Funds’ hedging counterparties are not contractually obligated to offer currency hedging transactions following the maturity of a given transaction or to increase the size of a currency hedging transaction at a Fund’s request. In such circumstances, the entire value in the non-US currency of the Non-US Share Classes shares may not be completely hedged (and may be completely unhedged) against fluctuations in the relative value of the USD or other currency or currencies in which the Fund’s assets are denominated. Emerging Market Investing The Funds may invest a portion of their assets in government and corporate debt and equity securities and related instruments in emerging markets. The value of emerging market instruments may be significantly affected by political developments in the country of issuance. In addition, those governments could take actions that have a negative effect on the Funds, including nationalization, expropriation, imposition of confiscatory taxation or regulation or imposition of withholding taxes on interest payments and other payments. The economies of many emerging market countries are subject to abrupt and unexpected change. In many cases, governments of such countries retain a high degree of direct control over their economies and may take actions having sudden and widespread effects. Also, many emerging market economies have a high dependence on a small group of markets or even a single market. Emerging market countries tend to have periods of high inflation and high interest rates as well as substantial volatility in interest rates. The value of emerging market debt can be expected to be very sensitive to changes in interest rates worldwide and, in particular, in the country of the relevant issuer. Emerging market debt issuers and their obligations are not generally rated by any credit rating agency, and a significant proportion of such issuers and obligations would likely fall in the lower rating categories if they were rated. In addition, the risk of government intervention is particularly high in emerging markets because of both the political climate in many of these countries and the less developed character of their markets and economies. Government intervention could result from political, economic or internal policies and could cause a complete loss of the Funds’ investments.

RISKS RELATED TO TRADING IN NON-U.S. MARKETS Trading on Non-United States Exchanges Pine River may trade on exchanges outside the U.S. on behalf of Funds. Trading on such exchanges is not regulated by any U.S. government agency and may involve certain risks not applicable to trading on U.S. exchanges. Trading on foreign exchanges involves the additional risks of expropriation, burdensome or confiscatory taxation, moratoriums, exchange or investment controls and political or diplomatic disruptions, each of which might materially adversely affect the Funds’ trading activities. In trading on foreign exchanges, the Funds are also subject to the risk of changes in the exchange rates between the U.S. dollar and the currencies in which the foreign contracts are settled. The Funds also may not have the same access to certain trades as do various other participants in nonU.S. markets. Some non-U.S. futures exchanges, in contrast to U.S. exchanges, are “principals’ markets” in which performance is the responsibility only of the individual member with whom the Funds have entered into a futures contract and not of any exchange or clearing corporation. In such cases, the Funds will be subject to the risk of the inability or refusal to perform with respect to the individual member with whom the Funds have entered into a futures contract. AIFMD European Directive 2011/61/EU on Alternative Investment Fund Managers (“AIFMD”) regulates alternative investment fund managers (“AIFMs”) which manage and or market alternative investment funds (“AIFs”) to investors in the European Economic Area (“EEA”). The UK has generally equivalent rules to those in the AIFMD which control investors in the UK. Pine River is a non-EEA and non-UK AIFM and is required to comply with various obligations in relation to the Funds which may create significant additional costs that may be borne by Investors. The AIFMD requires that non-EEA AIFMs must provide certain disclosures to EEA investors in the non-EEA AIF, as well as provide reports on a regular basis to the regulator in each EEA Member State where the non-EEA AIF is marketed. In addition, the AIFMD includes a requirement that there must be cooperation arrangements in place between the regulators in various jurisdictions and individual EEA Member State regulators may also impose additional marketing restrictions on a national basis. As such, the provisions of the AIFMD may limit Pine River’s ability to market the Funds in the EEA Member States. Whilst AIFMD has been implemented in most EEA member states and the United Kingdom, the applicable AIFMD processes and procedures are still being developed and refined and are dependent on the local regulator in each jurisdiction. Any consequential regulatory changes that impair Pine River’s to manage the investments or marketing of the Funds in the future may materially adversely affect the Funds’ ability to continue to implement their investment approaches and achieve their investment objectives. MiFID II The EU Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets in Financial Instruments Regulation (Regulation (EU) No 600/2014) (together, “MiFID II”) govern the provision of investment services and activities in relation to, as well as the organized trading of, financial instruments such as shares, bonds, units in collective investment schemes and derivatives in EU member states. Although the Funds are not organized in the EU, and are not authorized or regulated by any EU member state financial services regulator, certain aspects of MiFID II may have an impact on the Funds. MiFID II imposes certain restrictions on the trading of shares and derivatives, which could apply to transactions made by or with the Funds. The Funds may be unable to trade shares or derivatives with or through affected EU regulated firms (e.g., EU broker-dealers) other than as provided by MiFID II. MiFID II also applies position limits to the size of a net position that a person can hold at all times in commodity derivatives traded on or EU-trading venues and in “economically equivalent” OTC derivatives.

More generally, EU-regulated firms that have trading relationships with the Funds may be obliged by MiFID II to impose certain requirements on the Funds, or they may seek to do so contractually, with a view to satisfying their own compliance obligations. It is difficult to predict the full impact of MiFID II on the Funds. Prospective investors should also be aware that there may be costs (whether direct or indirect) of compliance with MiFID II. The UK has equivalent rules to those in MiFID II. Accordingly, although the Funds are not organized in the UK, and are not authorized or regulated by the FCA, similar consequences to those discussed above would arise when trading with or through UK regulated firms and/or holding positions in commodity derivatives traded on UK trading venues and in economically equivalent OTC derivatives. European Market Infrastructure Regulation The European Market Infrastructure Regulation (Regulation (EU) No 648/2012) (“EMIR”) introduced certain requirements in respect of derivative contracts, which apply primarily to “financial counterparties” (“FCs”) such as EU authorized investment firms, credit institutions, insurance companies, Undertakings for Collective Investment in Transferable Securities and AIFs as well as non-EU AIFs which are managed by AIFMs authorized under AIFMD. EMIR also applies to “non-financial counterparties” (“NFCs”) which are entities established in the EU which are not FCs. NFCs whose transactions in OTC derivative contracts exceed EMIR’s prescribed clearing thresholds (“NFC+s”) are generally subject to more stringent requirements under EMIR than NFCs whose transactions in OTC derivative contracts do not exceed such clearing thresholds (including because such contracts are excluded from the threshold calculation on the basis that they are concluded in order to reduce risks directly relating to the NFC’s commercial activity or treasury financing activity) (“NFC-s”). Amendments made to EMIR in 2019 introduced relief from central clearing requirements for those FCs which do not exceed prescribed clearing thresholds (“FC-s”). Broadly, EMIR’s requirements which apply to derivative users in respect of derivative contracts include: (i) mandatory clearing of OTC derivative contracts declared subject to the clearing obligation; (ii) risk mitigation techniques in respect of uncleared OTC derivative contracts, including the bilateral exchange of collateral; and (iii) reporting and record-keeping requirements in respect of all derivative contracts. As the Funds are established outside the EU and are not managed by an AIFM authorized under AIFMD, the Funds are not directly subject to the requirements of EMIR; however, where Funds transact with in-scope EU counterparties, such counterparties may be required to apply certain provisions of EMIR so that the EU counterparty can fulfill its regulatory obligations and ensure that the transaction is EMIR-compliant. The EU regulatory framework and legal regime relating to derivatives is set out not only by EMIR but also by MiFID II. In particular, MiFID II requires transactions between FC+s and NFC+s in certain sufficiently liquid OTC derivatives to be executed on a trading venue which meets the requirements of the MiFID II regime (the “DTO”). This trading obligation extends to FC+s and NFC+s which trade with third country counterparties that would be classed as FCs or NFC+s if they were established in the EU. The costs of complying with the requirements of EMIR and MiFID II could significantly raise the costs of entering into derivative contracts and that EMIR may adversely affect the Funds’ ability to engage in certain transactions in derivatives. The UK has equivalent rules to those in EMIR (“UK EMIR”), since EMIR has been retained as UK law by EUWA, and also UK rules equivalent to that of the DTO under MiFID II (“UK DTO”). As the Funds are established outside the UK and are not managed by a UK AIFM, the Funds are not directly subject to the requirements of UK EMIR or the UK DTO; however, where the Funds transact with in-scope UK counterparties, such counterparties may be required to apply certain provisions of UK EMIR so that the UK counterparty can fulfill its regulatory obligations under UK EMIR and the UK DTO. As a result, the Funds may be subject to additional contractual obligations and/or costs that may not otherwise have applied.

EU Short Selling Regulation Regulation (EU) No 236/2012 on Short Selling and Certain Aspects of Credit Default Swaps (as supplemented by Commission Delegated Regulations 918/2012, 919/2012, 826/2012 and Commission Implementing Regulation 827/2012) (the “SSR”) applies directly in all member states of the EU. The SSR imposes certain private and public disclosure obligations on all natural or legal persons located inside or outside the EU, who have net short positions in EU listed shares and EU sovereign debt, which reach or fall below the specified thresholds. The SSR also contains prohibitions on uncovered short sales of EU listed shares and EU sovereign debt (a short sale is “uncovered” unless the specified conditions under the SSR are met for such short sale). In addition, the SSR prohibits uncovered positions in credit default swaps (“CDS”) referencing EU sovereign debt issuers. National regulators, and in certain circumstances the European Securities and Markets Authority (“ESMA”), can take certain additional emergency measures (including complete bans on short-selling activities) if certain conditions are met. The SSR may prevent Pine River from fully expressing negative views in relation to EU listed shares and/or EU sovereign debt and may also restrict the ability of Pine River to hedge certain risks through EU sovereign CDS. Accordingly, the ability of Pine River to implement the investment approach and to fulfil the investment objective of the Funds may be constrained. For the purposes of this provision, “EU listed shares” means shares admitted to trading on a regulated market or multilateral-trading facility (as defined in MiFID) in the EU, unless the principal trading venue (as determined by the relevant national regulator) for the relevant shares is located in a country outside the EU; “EU sovereign debt” means debt instruments issued by an EU sovereign issuer (which includes EU institutions, governments of EU member states and certain international institutions established by two or more EU member states); and “MiFID” means Directive 2014/65/EU on Markets in Financial Instruments. The UK has equivalent rules that apply to UK listed shares, UK sovereign debt and UK sovereign CDS, mutatis mutandis (“UK SSR”), since the SSR has been retained as UK law by the EUWA. Accordingly, the UK SSR may prevent Pine River from fully expressing negative views in relation to UK listed shares and/or UK sovereign debt and may also restrict the ability of the Investment Manager to hedge certain risks through UK sovereign CDS. TRADING RISKS Trade Execution Risk and Portfolio Turnover Many of the trading techniques used by the Funds require the rapid and efficient execution of transactions. Inefficient execution can eliminate the small pricing differentials which Pine River attempts to exploit, while incurring significant trading expenses. The potentially adverse impact of inefficient trade executions is increased by the Funds’ high turnover rate in some funds. The turnover rate of the Funds’ investment portfolios is significant, involving substantial brokerage commissions, fees and other transaction costs. Duration of Investment Positions Pine River may not know, except in the case of certain options or derivatives positions which have pre-established expiration dates, the maximum – or even the expected (as opposed to optimal) – duration of any particular position at the time of initiation. The length of time for which a position is maintained may vary significantly, based on Pine River’s subjective judgment of the appropriate point at which to liquidate a position so as to augment gains or reduce losses.

The Funds’ strategies may include acquiring related positions in a variety of different instruments or markets at or about the same time. Frequently, optimizing the probability of exploiting the pricing anomalies among these positions requires holding periods of significant length — often many months to a year or more. Actual holding periods depend on numerous market factors which can both expedite and disrupt price convergences. There can be no assurance that the Funds will be able to maintain any particular position, or group of related positions, for the duration required to realize the expected gains, or avoid losses, from such positions. Trading in Currency Options The Funds may trade options on currencies or on currency forward contracts. The assessment of near-term market volatility — which is directly reflected in the price of outstanding options — can be of much greater significance in trading options than it is in many long-term forward strategies. The use of options can be extremely expensive if market volatility is incorrectly predicted. A purchaser of options is exposed to the risk of loss of the entire premium paid; a seller, or writer, of call options is exposed to the risk of theoretically unlimited loss, and the seller of put options is exposed to the risk of substantial loss far in excess of the premium received. Uncertain Exit Strategies Certain securities in which the Funds invest may have a limited trading market. Consequently, not only may it be necessary for Pine River to spend a considerable period of time building a position (so as to avoid affecting market prices in the course of doing so), but also it may not be feasible Pine River to exit a position effectively by open market sales (due to the adverse effect which such sales would have on the price of the securities being sold) in the event of non-consummation (consummation). Exit strategies from risk arbitrage transactions can be disrupted by the fact that typically when an event occurs, numerous market participants may seek to exit their positions in the securities in question at or about the same time. In certain cases, Pine River may be required to attempt to develop a strategic exit plan (a buy-out, merger, etc.) in an attempt to realize value from a transaction. There can be no assurance that any such plan will come to fruition, and such a plan may involve inordinate costs and expenses even if successful. Securities Lending and Borrowing The Funds may lend or borrow securities in the ordinary course of business. In the event that the Funds engage in securities lending they would be exposed to the risk that the third parties that borrow such securities might not be able to return these securities on demand (possibly causing the Fund to default on its obligations to other parties or to be unable to exercise voting or other rights with respect to such securities), or may default on the payment obligations owed to the Funds in connection with such securities loans, potentially resulting in substantial losses to the Funds. In the case of securities borrowing, the Funds are subject to the risk that the lender of such securities will recall them while the Funds have an open short position, which could necessitate: (i) the location of securities available to borrow from another source (possibly at a materially higher cost); (ii) the unwinding of a short position earlier than anticipated (potentially affecting the Funds’ ability to hedge certain of its exposures); and/or (iii) the unwinding of related positions that Pine River believes could be inadequately hedged if efforts to timely locate an alternative source of borrowed securities on appropriate terms prove unsuccessful. Leverage The Funds may use significant leverage in pursuing their investment strategies. This could result in a Fund controlling substantially more assets than the Fund has equity. The Funds incur interest expense on the borrowings used to leverage their positions. Leverage will increase a Fund’s returns as long as the Fund earns a greater return on investments purchased with its debt than the Fund’s cost of borrowing. However, the use of leverage exposes the Funds to additional risk, including (i) greater losses from investments than would otherwise have been the case had the Funds not borrowed to make the investments; (ii) margin calls or interim margin requirements which may force premature liquidations of investment positions; and (iii) losses when investments fail to earn a return that equals or

exceeds the cost of borrowing. In the event of a sudden, precipitous drop in value of a Fund’s assets, the Fund might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying its losses. The Funds’ ability to employ leverage depends to a significant degree on the financial strength of lending counterparties. Financial institutions that have been reliable sources of financing in the past may experience financial distress or may become over-exposed to certain sectors. These or other factors may cause these institutions to exit the market, reduce the availability of financing or increase the amount of margin required to obtain financing. The Funds’ profitability may be adversely affected if the Funds becomes unable to obtain cost-effective financing. In an unsettled credit environment, Pine River may find it difficult or impossible to obtain leverage. Because the use of leverage is part of the investment strategy of the Funds, in such an event a Fund could find it difficult to fully implement its strategy. In addition, any leverage obtained, if terminated on short notice by the lender, could result in a Fund being forced to unwind positions quickly and at prices below what Pine River deems to be fair value for the positions. Liquidity Risk Some Fund investments may have limited liquidity because of their nature (i.e., privately placed securities) or market dislocations. The valuation of illiquid assets may be difficult or impossible to determine, and it may be impossible to sell an illiquid asset on favorable economic terms or at all. To the extent price quotes may be obtained on illiquid assets, those prices may be volatile and unreliable, and may fluctuate due to a variety of factors that are inherently difficult to predict, including changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions, domestic and international economic or political events, developments or trends in any particular industry, and the financial condition of the obligors. PINE RIVER RISKS Evolving and Opportunistic Strategies The investment and trading opportunities available to the Funds are varied and diverse, and Pine River is generally not limited to trading any specific instruments or pursuant to any specific strategy. Subject to the Account Documents for the Funds, Pine River has complete flexibility in selecting the investment and trading strategies implemented by the Funds and intends to emphasize the use of strategies in which it believes that its proprietary valuation models, research capabilities and market experience provide a competitive advantage. Consequently, prospective investors should not anticipate that the Funds’ investment portfolio will be consistent over time. Pine River expects that the strategies it uses will continue to develop and change over time. By investing in a Fund, Investors are relying on the discretionary market judgment and expertise of Pine River to trade in a wide range of markets and strategies, as well as to invest in positions with varying durations. Model Risk Pine River’s strategies are based in part on proprietary models for valuing and analyzing investment opportunities. As market dynamics shift over time, a previously successful model may become outdated or inaccurate, perhaps without Pine River recognizing that fact before substantial losses are incurred. There can be no assurance that Pine River will be successful in developing and maintaining effective models. Reliance on Technical Trading Systems A portion of the Funds’ capital may be allocated to investment strategies that are based on technical trading systems. Although Pine River retains all discretion with respect to the way a trading system’s output is interpreted and applied, there can be no assurance that Pine River’s trading systems and its interpretation and application of the trading systems’ output will take into account all relevant factors. Technical trading systems can also be ineffective when fundamental factors drive securities prices.

Trading Decisions Based on Fundamental Analysis Fundamental analysis is premised on the assumption that markets are not perfectly efficient, that informational advantages and mispricings do occur and that econometric analysis can identify trading opportunities. Investments that are based on fundamental analysis may incur substantial losses if the relevant economic factors are not correctly analyzed, not all relevant factors are identified and/or market forces cause mispricings to continue or to widen despite Pine River having correctly identified an investment opportunity. Fundamental analysis may also be more subject to human error and emotional factors than technical analysis. Intellectual Property Risks Pine River materially relies on a wide range of intellectual property systems, including computer hardware and software systems and telecommunications systems, in substantially all phases of its operations, including research, valuation, trade identification and construction, trade execution, clearing, risk management, back office functions and reporting. Intellectual property systems are subject to a number of inherent and unpredictable risks. For example, there may be material undiscovered errors in software programs; software and/or hardware may malfunction and/or degrade; electronic and telecommunications delivery may fail; security breaches may lead to unauthorized trades or stolen intellectual property; services provided by third-party vendors to support the intellectual property systems may be interrupted; and computer-driven trading errors may occur. Dependence on Pine River The Funds are dependent upon Pine River’s ability to manage their trading and investment programs and the continued availability of Pine River’s services to the Funds. Pine River, in turn, is dependent upon the skill, judgment and expertise of a relatively small number of key personnel. The loss of the services of these individuals could be material and adverse to the Funds. Importance of Market Judgment Although Pine River uses quantitative mathematical models to evaluate the economic components of certain prospective trades, its strategies are not wholly systematic. The market judgment and discretion of Pine River’s personnel is integral to implementing the Funds’ strategies and success. Errors in market judgment can result in significant losses to the Funds. Fluctuating Capital Base Pine River’s investor capital base varies over time based on a combination of performance, capital contributions and withdrawals, each of which is unpredictable. Although Pine River attempts to manage fluctuations in its capital base and to mitigate their effect, changes in the level of the Pine River’s assets under management may adversely affect the operation and management of Pine River and, indirectly, of the Funds. Managed Accounts and Single Investor Funds Pine River manages single-investor funds and/or separately managed accounts for large institutional investors. These funds and accounts typically pursue strategies similar to those of the Funds. In the case of separately managed accounts, the investor typically can assume control over the account and liquidate positions in the account. In the case of a large managed account, such liquidations could have an adverse effect on the Funds. In addition, the investor in a managed account usually can see all positions in the account. Such an investor, therefore, may have an advantage over an investor in the Funds both as to the liquidity and transparency of its investment.

Collective Investment Vehicles The Pine River Funds are collective investment vehicles permitting subscriptions and redemptions. Depending on the timing of such subscriptions and redemptions, an Investor may be exposed to risks, costs and outcomes arising from investment activity that occurred prior to (or after) such Investor’s investment in a Pine River Fund. Therefore, Investors in a Pine River Fund may receive income (e.g., class action proceeds or appraisal actions) or bear expenses (e.g., regulatory actions, litigation matters and taxes) which are attributable to activities, transactions or other events that occur in a time period unrelated to the time period during which such investor is an Investor. Furthermore, a Pine River Fund may not have any authority or practical ability to allocate such items to the investors which were Investors at such other time periods and Investors in the Pine River Fund at the time the item of income is received or expense is accrued may receive the benefit or burden of such item. Litigation In the ordinary course of its business, the Funds may be subject to litigation. The outcome of litigation, which may materially adversely affect the value of a Fund, is usually unpredictable, and such proceedings may continue without resolution for long periods of time. Any litigation may consume substantial amounts of Pine River’s time and attention, and the time and the devotion of resources to litigation may be disproportionate to the amounts at stake in the litigation. The Funds will bear the costs and expenses of defending against claims and paying any settlements or judgments, which may reduce a Fund’s net asset value and in exceptional circumstances could require investors to return distributed capital and earnings to the Fund. Additionally, Pine River or its affiliated entities have been and may in the future be subject to litigation. Although the Funds will not bear the costs of any such litigation, it may consume substantial amounts of Pine River’s time and attention, and the time and the devotion of resources to litigation may be disproportionate to the amounts at stake in the litigation. Cybersecurity Breaches The Funds are subject to risks associated with cybersecurity breaches. Cybersecurity generally describes the technology, processes and practices designed to protect networks, systems, computers, programs, and data from “hacking” by other computer users, other unauthorized access and the resulting damage and disruption of hardware and software systems, loss or corruption of data as well as misappropriation of confidential information. If a cybersecurity breach occurs, the Funds may incur substantial costs, including those associated with forensic analysis of the origin and scope of the breach; increased and upgraded cybersecurity; investment losses from sabotaged trading systems; identity theft; unauthorized use of proprietary information; litigation; adverse investor reaction; the dissemination of confidential and proprietary information; and reputational damage. Any such breach could expose Pine River to civil liability as well as regulatory inquiry and/or action. In addition, any such breach could cause substantial withdrawals/redemptions from the Funds. Valuation The Administrator conducts the valuation of the Funds’ investments and the determination of net asset values based on Pine River’s Valuation Policy. Pine River and its affiliates receive compensation based on net asset value, with higher net asset value generally resulting in higher compensation to Pine River and its affiliates. Pine River may also have an incentive to “smooth out” large changes in a Fund’s net asset value over a period of months, in order to present a more consistent record of the Fund’s financial performance. Thus, Pine River has an inherent conflict of interest in performing both investment management and valuation functions for the Funds. Pine River manages this conflict of interest by having a pricing team whose members are not involved in the trading and investment decisions for the Funds, by appointing a Valuation Committee comprised of a majority of individuals who are not involved in trading and investment decisions for the Funds, and by having the day-to-day work of valuing investments performed by employees who do not make trading and investment decisions for the Funds. In the rare case of an unresolved valuation, the directors of the Funds who are not affiliated with Pine River will make a final decision, retaining such third-party valuation service providers and relying on such information, as such directors, in their sole discretion, deem necessary or appropriate. Annual audits by the independent auditor also act as a check on the risk of inflated

or inaccurate values. Further, the administrator independently conducts the valuation of the Funds’ investments based on Pine River’s Valuation Policy, review net asset value calculations monthly, and verifies the valuation of investments by consulting with third-party sources of pricing information. Nevertheless, given the corporate and compensation structure of Pine River, this conflict of interest cannot be entirely eliminated. Effect of Substantial Redemptions Substantial redemptions by Investors over a short period could necessitate the liquidation of a significant portion of a Fund’s trading positions on materially disadvantageous terms. Upon substantial redemptions by Investors, a Fund may be unable to continue its operations, and in any such event, the allocation of expenses over a smaller capital base may make such continued operations less cost-effective. The risk of substantial redemptions may be heightened if the Fund has a limited number of Investors. MARKET AND COUNTERPARTY RISKS General Market Risks Pine River’s strategies are subject to some dimension of market risk, including directional price movements, deviations from historical pricing relationships, changes in the regulatory environment, changes in interest rates, changes in market volatility, changes in the liquidity of certain positions or categories thereof, flights to quality, credit squeezes and other market conditions. Pine River’s style of investing is risky, and potentially more risky than other investing strategies. There can be no assurance that the Funds will not sustain a sudden, dramatic, and potentially total, loss. Nature of Investments Pine River has broad discretion in making investments for the Funds. There can be no assurance that Pine River will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as U.S. or non-U.S. economic and political developments, may significantly affect the results of a Fund’s activities and the value of its investments. In addition, the value of a Fund’s portfolio may fluctuate as the general level of interest rates fluctuates. Investments generally consist of equity and debt securities, derivatives and other assets that may be affected by business, financial markets or legal uncertainties. Pine River makes no guarantees that any Fund’s objective will be achieved. Market Volatility The prices of the instruments in which the Funds principally trade have been subject to periods of excessive volatility in the past, and such periods can be reasonably expected to recur. Price movements are influenced by many unpredictable factors, such as market sentiment, inflation rates, interest rate movements and general economic and political conditions. Governments from time to time intervene, directly and/or by regulation, in certain markets, particularly those in currencies and interest rate related futures and options. Intervention is often intended to influence prices and may, together with other factors, cause such markets to move rapidly. While market volatility can create profit opportunities for the Funds, it can also create the risk that historical or theoretical pricing relationships will be disrupted, causing what may otherwise have been considered to be comparatively low risk positions to incur significant losses. On the other hand, the lack of volatility can also result in losses for certain of the Funds’ positions that profit from price movements. Interest Rate Risk The Funds, especially those that pursue fixed income strategies, are subject to interest rate risk (i.e., the value of fixed income securities is expected to change inversely with changes in interest rates). Pine River may attempt to

reduce the exposure of a Fund’s portfolio to interest rate changes through the use of interest rate swaps, interest rate futures and/or interest rate options. However, there can be no guarantee that Pine River will be successful in mitigating the impact of interest rate changes on a given Fund’s portfolio. Stagnant Markets Although volatility is one indication of market risk, certain of the investment strategies employed by Pine River depend on market volatility for their profitability. In periods of trendless, stagnant markets and/or deflation, many alternative investment strategies have materially diminished prospects for profitability. Illiquid Markets The markets for certain of the instruments traded by the Funds may have limited liquidity under ordinary conditions or may experience periods of illiquidity despite generally being liquid. Lack of liquidity can make it economically unfeasible for the Funds to recognize profits on open positions or to close out open positions against which the market is moving. In addition, it can disconnect market values from the historical pricing indicators used in Pine River’s investment analysis. The fewer the number of transactions that take place, the greater, in general, is the risk of market values not reflecting true pricing relationships or fair value. Disrupted Markets The Funds may incur major losses in the event of disrupted markets and other extraordinary events, in which market values become disconnected from, and potentially materially distorted in relation to, factors that ordinarily would be utilized in Pine River’s analysis to determine appropriate value. The risk of loss from a disconnect from historical prices is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available to the Funds from their banks, dealers and other counterparties can be expected to be reduced in disrupted markets. Such a reduction may result in substantial losses to the Funds. Sudden restrictions of credit by the dealer community have in the past resulted in forced liquidations and major losses for a number of private investment funds applying strategies similar to those which are to be or may be implemented by the Funds. Market disruptions caused by unexpected political, military and terrorist events may from time to time cause dramatic losses for the Funds, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. Inflation Since the financial crisis in 2008, governments and central banks have provided unprecedented financial support to markets, banks and private companies. This global infusion of credit could eventually lead to material levels of inflation, particularly in the less developed nations in which the Funds may invest a portion of their portfolio. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of many countries. There can be no assurance that inflation will not become a serious problem in the future and have an adverse effect on the Funds’ returns. Global Market Exposure When investing outside of the United States, the Funds are subject to, among other risks: (i) currency exchange-rate risk; (ii) the potential imposition of withholding, income or excise taxes; (iii) the absence of uniform accounting, auditing and financial reporting standards and practices; (iv) securities borrowing and lending restrictions; (v) less rigorous disclosure requirements and little or potentially biased government supervision and regulation; and (vi) economic and political risks, including expropriation, exchange controls, and potential restrictions on foreign investment and repatriation of capital.

Uncertainty in European Markets There is often a high degree of government regulation in European economies, including in the securities markets. Action by such governments may directly affect foreign investment in securities in those countries and may also have a significant indirect effect on the market prices of securities and of the payment of dividends and interest. Changes in policy regarding taxation, fiscal and monetary policies, repatriation of profits, and other economic regulations are possible, any of which could have an adverse effect on private investments. Certain European countries have undergone substantial political and social transformation and there can be no assurance that the economic, educational and political reforms necessary to complete political and economic transformation will continue. In addition, global markets and economic conditions have been negatively impacted by the ability of certain European Union (“EU”) member states to service their sovereign debt obligations. The continued uncertainty over the outcome of EU governments’ financial support programs and the possibility that other EU member states may experience similar financial troubles could further disrupt global markets. In particular, it has, and could in the future, disrupt equity markets and result in volatile bond yields on the sovereign debt of EU members. These factors could have an adverse effect on Pine River. The uncertainty and market stress resulting from the withdrawal of the United Kingdom (“UK”) from the EU, coupled with the sovereign debt crisis, could also cause severe disruption to equity markets, significant increases in bond yields generally, potential failure or default of financial institutions, including those of systemic importance, a significant decrease in global liquidity, a freeze-up of global credit markets and worldwide recession. Many of these effects have already been felt in connection with the withdrawal of the UK from the EU, but they could be magnified in the event of further departures from, or a complete breakup of, the EU. Service Provider and Counterparty Risk Institutions, such as banks and brokers, have custody of the assets of the Funds. Bankruptcy or fraud at one of these institutions may cause a Fund to lose all or a portion of its assets held by those custodians or to be unable to access those assets for an extended period of time. For instance, in September of 2008, the bankruptcy of certain Lehman Brothers subsidiaries resulted in certain investment funds being unable to access their cash or securities. The markets in which the Funds effect some of their transactions are OTC or “interdealer” markets. Unlike members of “exchange-based” markets, the participants in such markets are typically not subject to credit evaluation and regulatory oversight. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract or because of a credit or liquidity problem, thus causing the Funds to suffer a loss. This counterparty risk is accentuated for contracts with longer maturities or that have greater volatility if, as is typically the case, there is no requirement on the counterparty to make mark-to-market payments, exposing the Funds to large counterparty obligations. The risk of a large loss may be greater if a Fund has concentrated its transactions with one or a few counterparties. However, transacting with many counterparties may increase the risk of incurring some loss (albeit a smaller loss). The Funds are not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. The events at Refco, Inc., Bear Stearns & Co., Inc., Lehman Brothers, American International Group, Inc. and MF Global, Inc. since 2007 demonstrated the extent to which investors, especially investors trading with leverage or who have otherwise posted substantial collateral with counterparties, are exposed to counterparty risk. While Dodd-Frank is intended to bring more stability and lower counterparty risk to derivatives markets by requiring central clearing of certain standardized derivatives trades, not all of a Fund’s trades will be subject to a clearing requirement because the trades are grandfathered or because they are bespoke, or because they are within a class that is not currently subject to mandatory clearing. Furthermore, it is yet to be seen whether Dodd-Frank will be

effective in reducing counterparty risk or if such risk may actually increase as a result of market uncertainty, mutuality of loss to clearinghouse members, or other reasons. Financing Arrangements; Availability of Credit The Funds will borrow funds and enter into other financing arrangements which may include the use of margin in securities investing, margining futures positions, margined option premiums, repurchase agreements, bank or dealer credit lines or the notional principal amounts of swap transactions. Such use of leverage is an integral part of the Funds’ strategies and the Funds depend on the availability of credit in order to finance their portfolios. The banks and dealers that may provide financing to the Funds have wide discretion in applying margin, haircut financing and security and collateral valuation policies. Changes by banks and dealers in these policies, or the imposition of other credit limitations or restrictions, whether due to market circumstances or government, regulatory or judicial action, may result in large margin calls, loss of financing, forced liquidations of positions at disadvantageous prices, termination of swap and repurchase agreements and cross-defaults to agreements with other banks and dealers. Any such adverse effects may be exacerbated if such limitations or restrictions are imposed suddenly and/or by multiple market participants at or about the same time. The imposition of such limitations or restrictions could compel a Fund to liquidate all or part of its portfolio at disadvantageous prices. Actions by U.S. regulatory authorities may result in a significant reduction of the availability of credit to the Funds. Pine River has no ability to control such actions and the reduction or elimination of the availability of credit could have a material adverse effect on the Funds. During the credit crisis of 2008 and extending into 2010, a number of banks and dealers substantially curtailed financing activities and increased collateral requirements and the markets experienced rapid contractions and volatility. The events led to well-publicized failures or forced sales of major investment banks and their affiliated brokers and dealers, substantially increased governmental involvement in markets and forced many hedge funds to liquidate. As a consequence of these events, it is anticipated that banks and dealers may decrease lending to investment funds immediately in a time of stress, U.S. and non-U.S. governments may further increase the regulation of investment funds and otherwise intervene directly in markets, and investment funds may experience large withdrawals and may be unable to raise new capital in the event of regulatory or market turmoil. Ongoing increased collateral requirements by banks, dealers, or other counterparties would adversely affect the profit potential of the Funds. There can be no assurance that the Funds will be able to obtain adequate financing to pursue its investment program and achieve its objectives. Government Intervention The global financial markets have in the past gone through pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention in the markets, including U.S. as well as non-U.S. jurisdictions. Such intervention has in certain cases been implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition these interventions have typically been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies. Market Conditions Certain market conditions are materially more favorable to Pine River’s strategies than others. Pine River has no control over such conditions, and during certain periods there could be a high probability of the Fund incurring substantial losses. Political Uncertainty Election results and referenda in the United States and other developed market countries may be unexpected and could result in material market changes and increases in market uncertainty. Changes in administrations and

applicable law may make the future of current regulations, or the adoption of new regulations, uncertain, causing increased market uncertainty and unpredictable changes, especially during election cycles, and these uncertainties may have adverse impacts on a Fund and its investments. Such uncertainties could have adverse impacts on, or alternatively create investment opportunities for, the Funds. In January 2025, Donald Trump became President of the United States. President Trump and members of his administration have changed and intend to change numerous areas of law and regulations. New policies will likely affect foreign trade, taxes, and energy, which can impact social, political, and economic conditions. General economic conditions, interest rates, and the availability of alternate sources of financing may affect the Funds’ performance, including the value of its investments and the Funds’ ability to realize them for a profit. Changes in government policy could materially impact a Fund's investment strategies. Market uncertainty may reduce the availability of investment opportunities and increase the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. Regulatory uncertainty may make it more difficult to identify attractive investment opportunities and deploy capital advantageously. In addition, limited availability of credit for consumers, homeowners, and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on Pine River’s ability to execute investment strategies. Failure to properly anticipate the possible outcomes of policy and regulatory changes could have a material adverse effect on the returns Pine River is able to generate for its Fund. Further, governmental actions related to the imposition of tariffs or other trade barriers or changes to international trade agreements or policies could further increase the Funds’ costs, decrease their margins, and adversely affect their revenues and profitability. Disease Outbreak Risk Outbreaks related to viral illnesses such as COVID-19 or H1N1 Flu on a regional or global scale could impact investor sentiment and financial markets. The responses to past outbreaks have varied as has their impact on human health, local economies and the global economy, and it is impossible at the outset of any such outbreak to estimate accurately what the ultimate impact of any such outbreak will be. Countries and regions in which Funds invest are susceptible to epidemics, pandemics and other outbreaks of serious contagious diseases. The occurrence of any such outbreak could adversely affect and severely disrupt the business operations, economies and financial markets of many countries. Protective measures taken by governments and the private sector to mitigate the spread of such illness and the spread of any such illness within the offices of Pine River and/or the Funds’ service providers or counterparties, could severely impair their respective operational capabilities, potentially harming the Funds’ investment programs and performance and/or Pine River’s business. Outbreaks have caused significant volatility in the credit and equity markets, which, in turn, has resulted in significant losses to many private investment funds. Artificial Intelligence In the course of its business, Pine River may use certain technologies and tools commonly referred to as artificial intelligence ("AI Systems"). Although Pine River believes AI Systems have advantages and benefits for many applications, there are inherent risks to such technologies. AI System outputs may be inaccurate or unreliable and may also be susceptible to errors in such outputs' subsequent analysis. Such errors may be difficult to detect. In addition, many AI Systems are relatively new to the market. Such AI Systems may be subject to undetected errors, defects, or security vulnerabilities, which may be discovered after an AI System has been introduced and/or has had substantial operations in the marketplace. Pine River and the Funds may also be exposed to risks posed by AI through its use by third parties (including service providers and counterparties), and Pine River may not always be aware of such third parties' use of AI nor can it necessarily control the manner in which products created and/or utilized by third parties are developed or maintained.

Although Pine River has policies applicable to AI systems, Pine River personnel could, unbeknownst to Pine River, utilize AI Systems to contravene such policies in a manner that negatively impacts a Fund. Investors in the Funds should assume that any use of AI Systems could subject the Funds to risks. While human oversight can mitigate such risks, the complex analytical frameworks used by AI Systems may make it difficult (if not impossible) for Pine River to properly identify such risks prior to a Fund's investments. To the extent Pine River uses any AI Systems in connection with the management of the Funds, it will do so in a manner consistent with its obligations to the Funds. Due to the rapidly evolving nature of AI and its widespread uses, Pine River expects to continue to adjust its policies and procedures as needed in response to the challenges and changes in the AI space. AI Systems are subject to evolving global regulation. Various governmental entities are considering laws and/or market restrictions relating to AI Systems. Any such laws and/or market restrictions could impact Pine River’s ability to fully implement AI Systems in connection with the management of the Funds, which could have an adverse impact on the performance of the Funds, and it is impossible to predict the future risks that may arise from such developments.

Item 9. Disciplinary information

There are no legal or disciplinary events which Pine River believes are material to any investor’s or prospective investor’s evaluation of Pine River’s advisory business or the integrity of its management.

Item 10. Other financial industry activities and affiliations

Pine River is registered as a commodity trading advisor with the U.S. Commodity Futures Trading Commission (“CFTC”). In June 2026, the CFTC accepted Pine River’s withdrawal as a Commodity Pool Operator in reliance on CFTC letter No-Action Letter No. 25-50. Pine River is also a member of the National Futures Association (the “NFA”). In connection with Pine River’s CFTC registration, certain of its employees are registered associated persons and/or listed principals of Pine River. Registration with the CFTC and membership with the NFA do not imply any level of skill or training. Pine River Domestic Management L.P. (“PRDM”), a Delaware limited partnership, is a related entity and Relying Adviser of Pine River and serves as the General Partner to Pine River’s onshore feeder funds.

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PRDM is under common control with Pine River and shares the same offices. Pine River has arrangements that are material to its advisory business with PRDM. These arrangements do not alter Pine River’s status as the chief investment manager for all of the Funds. In addition, Pine River and certain Funds have entered into agreements with Pine River’s affiliate, Pine River Performance L.P., pursuant to which Pine River Performance L.P. receives all Incentive Fees/Allocations earned by Pine River in respect of such Funds. Neither Pine River nor any of its directors, officers, or principals is registered as a broker-dealer, a representative of a broker dealer, or a futures commission merchant, and no related applications are pending. Pine River does not recommend or select other investment advisers for the Funds and does not have other business relationships with other investment advisers that create a material conflict of interest.

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

Code of Ethics Pine River has adopted a Code of Ethics (the “Code”) in accordance with Rule 204A-1 under the Advisers Act. Among other things, the Code sets forth a standard of business conduct expected of all Pine River’s employees, requires

employees to comply with federal securities laws, prohibits employees from acting or behaving in any manner or engaging in any activity that would give rise to a breach of a fiduciary duty owed to any Fund, and prohibits employees from placing their interests or Pine River’s before the interest of a Fund.

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The Code contains policies and procedures designed to prevent insider trading and market manipulation and contains policies and procedures related to personal trading, receipt of gifts, political contributions, outside employment and business activities, maintenance of brokerage accounts, service provider conflicts and other matters. Pine River provides the Code and any material amendments to employees at least annually, and obtains written acknowledgements that such employees received, understand and agree to abide by the Code. These policies and procedures are one element in Pine River’s program to mitigate potential conflicts of interest. A copy of Pine River’s Code of Ethics is available to any investor or prospective investor upon request at the contact details listed on the cover page of this brochure. Personal Trading Pine River’s personal trading policies, which are included in its Code, permit employees to invest for their personal accounts, subject to certain guidelines and restrictions. Pine River employees may invest, and in the past have invested, in the same securities as the Funds, which presents potential conflicts of interest with the Funds. The personal trading restrictions, preclearance requirements and reporting requirements contained in the Code are intended to reduce such conflicts of interest. Among other restrictions, no employee may engage in a personal transaction in a security or other financial instrument if the transaction would disadvantage a Fund, personal trades may not be timed to precede an order of the same or similar securities that Pine River places for a Fund, and buying or selling securities based on material non-public information is prohibited. Subject to the restrictions set forth in the Code, employees can trade for their personal accounts in a manner that is not inconsistent with Pine River’s fiduciary duties to its Clients. Upon hire and periodically thereafter, employees are required to provide certain personal securities holdings reports that reflect their current holdings in accounts over which they have a direct or indirect beneficial interest as well as to periodically provide reports of transactions in such accounts. Employees are required to preclear all a) transactions in securities (as defined in Advisers Act Section 202(a)(18) and except as excluded by the Code) in their personal accounts and b) personal transactions involving initial public offerings, limited offerings or private placement securities. Pine River’s Compliance Department monitors personal trading activity, and Pine River may decline to grant a personal trade preclearance, particularly if the transaction appears to pose a conflict of internet or otherwise appears improper. Pine River maintains a restricted list which contains the names of companies for which Pine River may be in possession of material non-public information, or to which it has other confidentiality obligations. Trading in the securities of an issuer on the restricted list is prohibited absent Compliance Department approval. Preclearance requests by Portfolio Managers are subject to additional scrutiny and they generally are not permitted to invest in positions in their personal accounts that are identical to positions held in the portfolios they manage for a Fund. Such a situation could provide an incentive for a Portfolio Manager to trade in a way that would be advantageous to him or her personally, but which might not be advantageous to the Fund. Allocation of Investment Strategies Across Funds Certain Pine River personnel implement investment strategies on behalf of multiple Funds and may have incentives to favor certain Funds over others because performance-based compensation is calculated separately for each Fund. The differing investment objectives of such Funds may result in a decision to sell or hold all of a portion of an investment on behalf of a Fund at different times as such investment or portion thereof is being sold or held by other Funds. See additional discussion of Trade Allocation in Item 12 – Brokerage Practices, below.

Cross Trades and Principal Trades In limited circumstances, when Pine River, exercising its judgment in good faith, determines that a cross trade is mutually beneficial to each of the Funds involved and is fair and equitable, it may effect cross trades between Funds provided this is consistent with Fund Account Documents and only to the extent permitted by applicable law including ERISA. Whenever possible, Pine River will effect a cross trade at or with reference to the market price of the securities involved, and may effect such cross trade via a broker-dealer or other third-party market participant. In effecting a cross trade, Pine River will not intentionally favor one party to the transaction over the other, however in hindsight a cross trade may appear to have favored one party over the other. Pine River and its affiliates will not receive commissions or otherwise profit from cross trades. When consistent with Fund Account Documents, Pine River may enter into “principal transactions” with the Funds within the meaning of Section 206(3) of the Advisers Act in which Pine River acts as principal for its own account with respect to the sale of a security to or purchase of a security from a Fund (any such transaction, a “Principal Trade”). Pine River may effect Principal Trades between itself and a Funds when, exercising its judgment in good faith, it determines that a Principal Trade is beneficial to the Fund, and is fair and equitable. In certain cases, a Client of Pine River may be deemed to be a proprietary account of Pine River for Principal Trade purposes. Whenever possible, Pine River will effect a Principal Trade at or with reference to the market price of the securities involved, and may effect such Principal Trade via a broker-dealer or other third-party market participant. In effecting a Principal Trade, Pine River may not intentionally favor itself over a Fund. Principal Trades will only be done in accordance with the Advisers Act and ERISA. Pine River has policies and procedures reasonably designed to address the conflicts which arise in the context of cross trades and Principal Trades and to comply with the applicable requirements of the Advisers Act. Pine River’s Chief Compliance Officer is required to approve all Principal Trades and cross trades in advance. Notwithstanding the foregoing, every cross trade and Principal Trade involves a potential conflict of interest among the parties to the transaction and Pine River. In any Principal Trade, Pine River will have a conflict between acting in its own best interests and assisting its Clients by selling or purchasing a particular security. In any cross trade, Pine River will have a potentially conflicting division of loyalties and responsibilities regarding both Clients that are parties to a particular cross trade. For the avoidance of doubt, any inadvertent or unintentional executions of orders in different Funds in the same security in the marketplace will not be considered cross trades. Allocation of Expenses Among Funds As discussed at greater length in Item 4 – Advisory Business, above, Pine River manages multiple Funds. It seeks to allocate expenses incurred in connection with the provision of investment management services in a manner it believes to be fair and reasonable under the circumstances based on certain estimates and assumptions. However, such estimates and assumptions may be imprecise and may result in a Fund bearing a larger portion of such expenses than if they were calculated in a different manner. The allocation of expenses is determined in accordance with expense allocation policies and related procedures that are intended to create, to the extent practical, a framework for effective mitigation of conflicts related to the allocation of expenses. In determining whether certain expenses should be borne by one or more Funds, Pine River will have a conflict of interest. This conflict will be particularly acute when determining whether an expense should be borne by one or more Funds or borne by Pine River. Pine River can give no assurance that any conflicts of interest associated with such allocation will be resolved in a manner that does not harm the Funds economically or that benefits the Funds appropriately. Expenses related to a Fund are generally borne pro rata by the Funds in the same master-feeder structure, but a particular expense may be allocated differently if Pine River determines that it would be fair and reasonable to do so and expenses that are shared by multiple Funds will be allocated across such funds pursuant to Pine River’s expense allocation policy and procedures.

Investors in some Funds with an expense pass-through arrangement generally bear all expenses incurred by or allocated to such Funds while investors in other Funds generally bear more limited expenses in addition to an assetbased fee. See Item 5 – Fees and Compensation, above, for more information, and more detailed information regarding the fees and expenses paid by Funds is described in their respective Account Documents. Trade Errors Although Pine River strives to ensure that trades are executed in a timely and accurate manner, while trading on behalf of the Funds Pine River’s personnel may make trade errors, which may result in losses or gains. Examples of trade errors include 1) trades that should not have occurred (e.g., trades that are not legally permitted, not within the Fund’s mandate or not authorized by the Funds’ governing documents); 2) trades that were erroneously entered into (e.g., incorrect security, quantity, price, terms or allocation); or 3) trades that should have occurred but did not (e.g., an order was erroneously not placed). Pine River has in place policies and procedures reasonably designed to prevent, identify, resolve and document trade errors. In general, in accordance with Pine River’s trade error policy and Fund Account Documents, Pine River will not be liable to the Funds for any act or omission, absent bad faith, gross negligence, willful misconduct or fraud by Pine River, and the Funds will bear the cost of any resulting losses from trade errors made by Pine River. As a result of these provisions, Pine River has a conflict of interest when determining whether losses resulting from a trade error will be borne by a Fund, since any loss not borne by a Fund will be borne by Pine River. In determining whether it has satisfied the standard of care, Pine River may consider both the circumstances of the specific trade error at issue, and the overall context of the control and compliance environment of Pine River as it relates to trading activity. Investors should assume that trade errors and other errors will occur from time to time and that, to the extent permitted by applicable law and under the Fund’s Account Documents, the Fund will be responsible for any resulting loss, even if such losses result from the negligence (but not gross negligence) of Pine River’s personnel. Pine River reviews trade errors to assess whether actions can be taken to prevent errors of a similar nature. Trades implemented as a result of faulty analysis and trades that are properly executed but result in losses and errors committed by other people (including brokers and custodians) are generally not considered trade errors. Under limited circumstances, such as a misallocation of trades, a trade error in one of the Funds may be corrected through the reallocation or transfer of a position to another Fund or account managed by Pine River. Pine River will make such a reallocation or transfer only if (i) it represents an appropriate investment decision on behalf of each Fund or account involved, (ii) the reallocation or transfer does not cause a loss to the transferee Fund or account, and (iii) Pine River’s Chief Compliance Officer has determined that the reallocation or transfer is permissible by law and consistent with the fiduciary duties owed by Pine River to all Funds and accounts involved. Participation or Interest in Client Transactions Pine River, its affiliates, and/or its employees (each an “Affiliated Party”) have investments in certain Pine River Funds through a number of channels, including through deferred compensation arrangements. As a result, they have an interest in investments that Pine River also recommends to investors. This creates an incentive to favor Pine River Funds with Affiliated Party ownership relative to those with little or no such ownership. Additionally, subject to the procedures generally described in “Personal Trading” above, Pine River employees may purchase interests in the same securities and instruments that are held or traded by the Funds. Consequently, there is a possibility that such employees:

might benefit from market activity by the Funds in respect of positions they both hold; and may hold positions in their personal accounts which are potentially in conflict with positions held by the Funds.

Pine River has adopted policies and procedures that are guided by the principle that Pine River has fiduciary duties and obligations to the Funds and aims to effect this principle by establishing a process by which employees can trade for their personal accounts only in a manner that is consistent with Pine River’s fiduciary duties to its Clients.

Insider Trading Pine River personnel may not trade, either personally or on behalf of a Fund, based on, or while in possession of material non-public information, and may not communicate material non-public information to another person in violation of the law. Pine River has implemented policies and procedures designed to detect and prevent insider trading. In the course of providing investment advisory services, Pine River may come into possession of material non-public information, which may limit its ability to direct the purchase or sale of certain investments. At times, in an effort to avoid investment restrictions with respect to the Funds, Pine River may elect not to receive information that is available to other market participants or counterparties. While Pine River has designed and implemented policies and procedures to limit those situations, and to prevent the misuse of material, non-public information, there can be no guarantee that such policies and procedures will be successful or that investment restrictions will not occur.

Item 12. Brokerage practices

Subject to each Pine River Fund’s investment objectives, policies and strategies, Pine River has complete discretionary authority to select the brokers or dealers it will use in connection with transactions for the Pine River Funds, and investors are not permitted to direct Pine River to use a particular broker or dealer to execute portfolio transactions. However, in accordance with the terms of their Account Documents, Managed Accounts may require that some or all of their transactions be executed with certain permitted brokers, dealers or other counterparties. Research Services Including Soft Dollars Pine River may receive research or brokerage services in connection with a Fund’s securities transactions.

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Pine River will only use “soft dollars” to pay for research and brokerage products that it reasonably believes are within the safe harbor created by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”). Currently Pine River does not have any formal soft dollar arrangements. Services Pine River could receive from such broker-dealers may include information on the United States and international economies, particular industries, groups of securities, business sectors, individual companies, statistical, technical and quantitative details about markets, accounting and tax law interpretations and opinions, political developments, legal developments affecting the securities markets, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate ethics and responsibility issues. If Pine River obtains soft dollar services they may benefit multiple Funds, including those whose commissions were not used to purchase the services. Certain Funds may not generate any soft dollar services but could still benefit from the soft dollar services. Research is received primarily in the form of written reports, telephone contacts, e-mails, facsimiles, personal meetings, research seminars, and access to computer databases. In some instances, research services may be generated by third parties and provided to Pine River by or through broker-dealers. Soft dollar arrangements provide an incentive to select a broker-dealer based on its interest in receiving research or brokerage services, rather than best execution for its Clients. Additionally, if Pine River uses Fund brokerage commissions to obtain research or other products or services it will receive a benefit since it did not have to pay for the research, product or services. Pine River does not enter into agreements with brokers exchanging specific amounts of business for research services. But Pine River may consider, in making a decision relative to best price and execution, the value of research services it receives from particular broker-dealers. Except for services that would be a Fund expense or as otherwise described in the applicable Fund documents, Pine River does not intend to use “soft dollars” other than to obtain research and brokerage services within the meaning of Section 28(e) of the Securities Exchange Act.

Best Price and Execution and Selection of Broker-Dealers Pine River’s ability to determine the securities to be bought or sold, the amount to be bought or sold, and the broker to be used is set forth in each Fund’s Account Documents. In selecting brokers, dealers, and futures commissions merchants to effect transactions in financial instruments, Pine River considers factors such as general ability to obtain best execution, price, and the brokers and dealers’ facilities, reliability, credit quality, and financial responsibility. In selecting or recommending broker-dealers and other financial intermediaries to effect portfolio transactions, the Advisers may cause a Fund to enter into arrangements pursuant to which the Fund pays transaction costs in an amount greater than would be incurred if another broker-dealer or other financial intermediary were used. Pine River’s general policy with respect to selecting brokers and paying commissions is to seek the best price and execution for all portfolio transactions considering the services received. In selecting brokers or dealers to execute transactions for its Clients, Pine River is not required to solicit competitive bids or to seek the lowest available commission cost. Pine River considers the full range and quality of the brokerage services available when choosing a broker for a particular transaction. When choosing a broker Pine River may consider a variety of factors including:

the price of the security, the commission rate, the size of the order, the reliability, responsiveness, integrity, financial condition, general execution and operational capabilities of competing brokers and dealers, the complexity of a particular transaction in terms of both execution and settlement, the expertise in the specific securities or sectors in which Pine River seeks to trade, the level and type of business done with a firm over a period of time, research relating to a certain transaction, the extent to which the broker or dealer has capital at risk in the transaction, rates quoted by brokers and dealers, rates which other institutional investors are paying based upon publicly available information, arbitrage skills, and capable floor brokers and traders.

The applicability of specific factors will vary depending upon the nature of the transaction, the market in which it is effected, and the extent to which it is possible to select among multiple brokers or dealers capable of effecting the transaction. Pine River has not and does not intend to enter into any arrangement requiring it or its Clients to allocate either a stated dollar amount or stated percentage of its brokerage business to any broker. Pine River does not consider Fund investor referrals in selecting or recommending brokers or dealers. Pine River has discretionary authority to select brokers and dealers, and Pine River Fund investors are not permitted to direct Pine River to select a particular broker or dealer to execute transactions on behalf of the Funds. Pine River is not responsible for the acts or omissions of any broker or dealer selected by it in good faith. Allocation of Investment Opportunities Pine River advises multiple Funds with similar investment strategies and investments, which creates conflicts of interest in, among other things, allocating investment opportunities. If an investment opportunity is appropriate for more than one Fund, Pine River determines in its sole discretion, and in a manner it believes to be fair and equitable over time, which Funds participate in the opportunity and to what extent which could include, for instance, allocating

pro rata, random allocation, or risk-based allocation. Pine River makes good faith allocation decisions to the Funds on a pro rata or non-pro rata basis based on relevant factors in an effort to construct balanced investment portfolios for each Fund that will provide appropriate risk adjusted returns to the Investors. These factors may include any combination of the following considerations: (a) current and prospective Fund liquidity, (b) investment strategies and guidelines, (c) regulatory or tax considerations, (d) current exposure to investments of a similar nature, (e) size of the available opportunity, (f) characteristics of the securities involved, (g) liquidity of the markets in which the securities trade, (h) internal risk policies, (i) relative risk and VAR profiles and targets of the participating Funds, (i) brokerage and trading agreements established for the participating Funds, (j) assigned long market value or leverage and (k) any other factors relevant to the Funds and investment opportunity. Such inputs are subject to change, including intra-day, in the discretion of Pine River. The foregoing list is not intended to be exclusive, and investments may be allocated on a non-pro rata basis due to other considerations that Pine River may determine from time to time. Strategy capital allocations are derived from free cash requirements, margin utilization levels, risk/volatility restrictions, and the current opportunity set. The investment teams allocate trades among Funds based on each Fund’s margin target or its distance from margin or risk/volatility targets, or other similar metric, taking into consideration the binding constraints of each Fund. Trades may be allocated on a pro-rata or sequential basis. For some strategies, Pine River will implement differing leverage levels by Fund, based on its good faith judgement and Fund investment mandates, and will allocate trades in such strategies based on each Fund’s distance from its leveraged target. Given the nature of fixed income trading, trades are generally allocated when entered into Pine River’s Broadridge order management system. Trade allocations are monitored by the risk and compliance teams to ensure compliance with investment and risk guidelines. Pine River is not required to provide every opportunity to every Client, or to allocate opportunities on a predetermined basis and there can be no guarantee that a Fund will participate in any particular investment opportunity on an equal or pro rata basis with other Funds. In general, where an investment opportunity is not allocated to a Fund, the net result will be to provide the other Funds (and their investors) with all of the benefits (and risks) of that opportunity and, as a result, the returns realized by any such other Fund may differ from those of the others. When launching a new Fund or taking in significant subscription flows, Pine River expects to allocate a larger portion to such portfolio during such ramp up period, with existing Funds receiving potentially less than they otherwise would have. Pine River seeks to make all allocations of investment opportunities in a fair and equitable manner, and will not favor or disfavor, consistently or consciously, any Fund in relation to any other Funds. Further, Pine River will not allocate investment opportunities based, in whole or in part, on (i) the relative fee structure or amount of fees paid by any Fund, or (ii) the profitability of any Funds. From time to time Pine River may identify specific trading and investment opportunities (“Tactical Opportunities”) that it believes: (i) may be of particular interest to one or more single investor funds or accounts that Pine River manages (including the Funds) (each, a “Tactical Investor”); and (ii) are unsuitable – either qualitatively or quantitatively – for other funds and accounts managed by Pine River (“Non-Tactical Clients”). From time to time Pine River may give one or more Tactical Investors the opportunity to invest more capital into a Tactical Opportunity than would ordinarily be the case based on Pine River’s routine trade allocation policy. Pine River will permit a Tactical Investor to make such an oversized allocation only if and when Pine River determines that doing so will not be prejudicial to, or reduce the investment capacity which might otherwise be used by, Non-Tactical Clients. Aggregation of Trade Orders Pine River is permitted to aggregate orders of more than one Fund. Pine River may bunch trades when it determines, exercising its judgment in good faith, that bunching a trade is fair and equitable and will improve trade execution or otherwise benefit (or not be harmful to) the Funds participating in the trade. When allocating bunched trades among Funds, Pine River will ensure that: (a) each Fund is treated fairly with respect to priority of executing orders; (b) trades are allocated on a timely basis; (c) transaction prices and execution costs are averaged and allocated pro rata

among all Funds participating in a trade; (d) partially filled orders are allocated in a fair and reasonable manner among all Funds participating in a trade; and (e) accurate and complete records of all bunched trades are maintained. It may not always be possible or consistent with the investment objectives of the various Funds to take or liquidate the same investment positions at the same time or at the same price. However, Pine River will make all transactions on a “best execution” basis. Principal Trades Pine River may effect principal trades between itself and a Fund when Pine River, exercising its judgment in good faith, determines that a principal trade is beneficial to the Fund, and is fair and equitable. In certain cases, a Client of Pine River may be deemed to be a proprietary account of Pine River for principal trade purposes. Whenever possible, Pine River will effect a principal trade at or with reference to the market price of the securities involved and may effect such principal trade via a broker-dealer or other third party market participant. In effecting a principal trade, Pine River may not intentionally favor itself over a Fund. Pine River will only enter into principal trades in accordance with, and as permitted by, applicable law, including the Advisers Act, as amended. Given the restrictions imposed by ERISA on engaging in principal trades, Pine River does not include ERISA accounts in principal trades. Pine River’s Chief Compliance Officer is required to approve all principal trades in advance. Notwithstanding the foregoing, every principal trade involves a potential conflict of interest among the parties to the transaction and Pine River, particularly the conflict between acting in its own best interests and assisting its Clients by selling or purchasing a particular security. ERISA Considerations Investments in the Funds are generally open to institutions, including pension and other funds subject to ERISA. Investments in certain Funds by benefit plan investors may exceed 25% of the total value of each class of equity interests of such Fund. Pine River has implemented policies and procedures in order to ensure compliance with the requirements of ERISA with respect to such Funds, and in connection therewith Pine River is and intends to maintain its status as a “qualified professional assets manager”, or QPAM, as defined under Prohibited Transaction Class Exemption 84-14 issued by the U.S. Department of Labor. Most U.S. pension and profit sharing plans, individual retirement accounts and other tax-advantaged retirement funds are subject to provisions of Section 4975 of the Code, ERISA, or both. This could be relevant to a potential Investor’s decision to invest in a Fund. Pine River encourages Investors to consult legal counsel regarding questions related to ERISA. At such times as a Fund is a “plan assets” fund under ERISA, additional obligations and limitations may apply to the management of the Fund and the investments that the Fund may hold.

Item 13. Review of accounts

Pine River performs various daily, weekly, monthly, quarterly and periodic reviews of each Fund. Such reviews are conducted in the ordinary course by the members of Pine River’s management team, portfolio managers, and risk, accounting and compliance personnel. Pine River has established a risk management committee, appointed a chief risk officer, and implemented a risk management policy in order to formalize risk management controls and ensure appropriate independence for its risk management function. Pine River’s investment and risk management personnel, including its Chief Investment Officer and Chief Risk Officer, monitor the Funds on a continuous basis to assess systemic, portfolio-level and position-specific risks.

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Pine River uses both proprietary and commerciallylicensed computer systems to assist in monitoring, analyzing and managing the risks inherent in the Funds’ investments. Pine River may modify any of its risk management techniques at any time. Account reviews may also be triggered by unusual activity or special circumstances.

The Funds have an independent administrator which reviews security valuations on a monthly basis and reconciles positions and cash details directly with the custodians on a daily basis. Pine River has also engaged an independent public accounting firm to conduct annual audits of the Funds. As part of the annual audit process, the accounting firm independently verifies investment valuations and positions in the Funds and confirms the Funds’ ownership of investments. Investors in each Fund receive written reports as described in their applicable Account Documents. For Pine River Funds, these reports generally include account statements and transparency reports on a monthly basis, a quarterly investor letter, annual tax information including Schedule K-1 and K-3as relevant, and annual audited financial statements. Pine River may distribute additional reports to investors from time to time in its sole discretion. The type and frequency of reporting for Managed Accounts varies based on the terms set forth in their Account Documents.

Item 14. Client referrals and other compensation

Pine River does not receive economic benefits for providing investment advice or other advisory services from anyone other than its Funds. Pine River uses the services of a non-affiliated placement agent to offer interests in certain of its Funds and to enter into advisory relationships and it may use placement agents in the future. These arrangements typically provide for payment of a portion of the subscription amount or ongoing payments based on a percentage of the compensation Pine River earns from certain funds or accounts that are attributable to the interests of an investor in such Funds introduced by the placement agent.

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Depending on the terms contained in Fund Account Documents, any such fees will either be incurred by Pine River, or the Fund will reimburse Pine River for such fees (and in neither case will such fees result in a net increase in expense to any Investor). Pine River periodically participates in conferences, programs and other capital introduction services sponsored by brokerage firms or banks that provide custodial, financing or execution services to the Funds. These conferences and capital introduction programs are generally incidental to other brokerage related services and may be a means by which Pine River can be introduced to qualified institutions that are potential Investors in the Funds. While these types of introductory services may influence Pine River in evaluating whether to use the brokerage firm or bank in connection with transaction execution, financing, custody or other activities of the Funds, neither Pine River nor the Funds compensates brokerage firms directly or through any “soft dollar” execution arrangements for introduction services.

Item 15. Custody

Pine River does not serve as the qualified custodian of any of the assets owned by the Funds and does not maintain physical custody of any certificated securities or cash owned by the Funds. However, Pine River is deemed to have constructive custody of the assets of each Fund as a result of its position as an affiliate of the general partner (or equivalent control person) of each Fund, or because Pine River has the ability to withdraw advisory fees directly from Fund accounts. The cash and securities owned by the Funds are held by qualified custodians. Fund investors receive annual financial statements audited by an independent public accounting firm that is registered and examined by the Public Company Accounting Oversight Board for the Funds in which they have invested.

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The Funds’ Investors also receive account statements from the relevant Fund’s administrator on a monthly basis that include the Fund’s performance and the Investor’s NAV after the end of each reporting period. Investors should carefully review all account statements and other communications they receive from the Fund’s administrator.

Item 16. Investment discretion

Pine River exercises full discretion in managing the investments in each Fund, based on the Fund’s particular investment objectives, policies and strategies disclosed in its Account Documents. By entering into investment

management agreements with Pine River, Clients give Pine River complete authority to manage their assets in accordance with the investment objectives and program of the relevant Fund. Certain Managed Accounts can impose restrictions on investing in certain securities or types of securities and may negotiate other terms with Pine River. Managed Account restrictions and terms are formalized in advisory agreements with Pine River.

Item 17. Voting client securities

Proxy Voting Procedures and Guidelines Pine River has adopted written proxy voting guidelines and procedures designed to be consistent with Rule 206(4)6 of the Advisers Act. To the extent Pine River has been delegated proxy voting authority on behalf of a Fund, it shall vote, or refrain from voting, all proxies with respect to securities held in such Funds in accordance with these guidelines and procedures. In voting proxies for the Funds, Pine River’s goal is to act prudently and in the best economic interest of the Funds, and accordingly of Investors. In its discretion, Pine River may choose not to vote on a particular proxy if it determines that not voting is in the best interest of the relevant Fund.

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If a proxy relates to an issuer with respect to which Pine River has a conflict of interest, it will not vote the proxy on behalf of a Fund until it either has determined that the conflict of interest is not material, or it has agreed on and implemented a method for resolving the conflict of interest. Pine River may, but does not currently, engage service providers to assist in the administration of its proxy voting responsibilities. When a Fund has authorized Pine River to vote proxies on its behalf, Pine River generally will not accept instructions from the Fund or an Investor regarding how to vote proxies. Fund investors may obtain Pine River’s proxy voting policies and procedures and information about how Pine River voted their Fund’s proxies upon request by contacting us at the address or telephone number listed on the first page of this Brochure. Class Actions In addition to voting proxies, Pine River may participate in class action lawsuits involving issuers in which the Funds held positions during the relevant class period. Pine River engages a third party to track securities class actions and file proofs of claim on behalf of the Funds. Such third party collects fees based on a percentage of the recovery. The Funds absorb this cost by receiving a reduced settlement amount when a third party is used. Any recovery amounts will be distributed to the applicable Funds in proportion to their holdings at the time the recovery amounts are received.

Item 18. Financial information

Pine River is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to the Funds, and it has not been the subject of a bankruptcy proceeding in the past 10 years.

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