Magnetar Financial LLC: investment adviser

The private investment funds and separately managed accounts may pursue a single strategy or multiple strategies and may invest in a wide range of securities, derivatives and other assets. The private investment funds for which Magnetar acts as investment manager are referred to collectively as the “Funds.” The Funds can be broadly categorized as “Internal Funds,” which are anticipated to have as their only investors one or more of the other Funds, and “External Funds,” which accept investments from outside investors. The External Funds may invest any or all of their assets into one or more Internal Funds rather than trading directly. Magnetar generally has full discretion in trading on behalf of the Funds. Magnetar does not require, and does not seek, approval from the Funds or the investors in the Funds with respect to its trading. Magnetar provides discretionary (and, in some cases, non-discretionary) investment advisory services to separately managed accounts and, as such, will tailor its advisory services to the needs of the client which owns the separately managed account. The separately managed accounts for which Magnetar acts as investment manager are referred to collectively as the “SMAs.” Investors may impose restrictions on investing in certain securities or types of securities in a SMA. Magnetar also manages co-investment funds, funds of one, including funds of one that may invest solely through co-investment funds managed by Magnetar, and certain other investment vehicles. Where appropriate under the circumstances, Magnetar also expects to serve as investment adviser and/or sub-adviser to additional accounts, products or private investment funds in the future, including funds of one and other pooled investment vehicles. Together, the Funds and SMAs are referred to collectively herein as the “Clients”, or individually as a “Client”. As of December 31, 2025, Magnetar had approximately $30,746,557,248 in regulatory assets under management on a discretionary basis and $1,243,185,114 in regulatory assets under management on a nondiscretionary basis. The descriptions set forth in the Brochure of specific advisory services that Magnetar offers to Clients, and investments made by Magnetar on behalf of its Clients, should not be

understood to limit Magnetar’s investment activities in any way. Magnetar may offer any advisory services, engage in any investment strategy and make any investment including any not described in this Brochure, that Magnetar considers appropriate, subject to each Client’s investment objectives and guidelines.

Magnetar’s fee schedule is omitted because this Brochure is only being delivered to qualified purchasers as defined in the Investment Company Act of 1940, as amended. Payment of Fees. With respect to the Funds, a third-party administrator calculates and confirms the asset-based and performance-based compensation. Once calculated, the fees and allocations are deducted from the applicable Funds’ accounts. Management fees are generally paid monthly, in arrears. Incentive fees and allocations are generally paid or made annually, in arrears. Carried interest distributions, where applicable, are payable after investors have received a return of their capital contributions (and/or some other contractually specified return or distribution). Fee Negotiation and Waivers. Management fees and incentive fees and allocations generally are non-negotiable, although Magnetar may, in its sole discretion, permit certain investors to invest on different fee terms. In addition, Magnetar, either directly or through one of its affiliates, has the discretion to waive all or a portion of the management fee and/or incentive fees and allocations. In general, investors that are Magnetar, its affiliates, their respective current and former principals, members, partners, officers, directors, employees and their family members and any affiliates of the foregoing (including employee benefit plans, estate planning vehicles and trusts for the benefit of such persons) (the “Magnetar Investors”) do not pay management fees and are not subject to incentive fees and allocations. Specifically, Magnetar has consistently waived, and will continue to waive, both the management fees and incentive fees and allocations for its equity owners and employees. No waiver or modification of the management fee and/or incentive fee and allocation for any investor shall entitle any other investor to any such waiver or modification.

Fees for managing single investor or non-discretionary vehicles will be set forth in the written agreement with the relevant investor. Generally, such arrangements will include an asset-based and/or a performance-based component and will be negotiated on a case-by-case basis and may be lower than compensation paid by other Funds. Other Types of Fees and Expenses. Investment and Operating Expenses. In addition to compensation payable to Magnetar, and in some cases subject to certain limitations, the Clients generally pay their own organizational, investment, administrative and operating expenses, including, without limitation, the expenses listed below. This list is not intended to be exhaustive; the relevant Client offering, governing documents and/or separately managed account agreement provides further detail relating to fees and expenses. brokerage commissions and other transactional costs, fees and expenses, which are discussed in more detail below;

interest expenses;

fees and expenses incurred in the borrowing and lending of securities;

the costs of acquiring and maintaining financing for a portfolio;

the costs of margin lending arrangements (if applicable);

the costs implicit in repurchase and reverse repurchase agreements;

research and due diligence expenses of Magnetar, its affiliates and third-party consultants (including any independent environmental, social and governance (“ESG”) retained to provide strategic advisory-related services related to ESG practices), including travel, research and due diligence or analyses related to proposed or existing investments (including expenses for transactions that are not consummated (i.e., broken deal expenses)); all expenses and fees incurred in connection with any actual or proposed investment (including external legal counsel expenses, trustee fees and calculation agent expenses) or other participation in, or any holding or disposition of any interest in, another investment entity, business entity or organization, whether consummated or not, including expenses related to investing with an operating partner, management fees, performance compensation and/or reimbursement of overhead expenses paid to joint venture managers and other managers and fees and expenses related to the organization of joint ventures and other manager funds (to the extent applicable); external legal and compliance fees and expenses (including software expenses and fees of third-party service providers and consultants), including

regulatory reporting expenses, including, but not limited to, expenses incurred in connection with complying with applicable U.S. and non-U.S. reporting obligations, including those required by the SEC and the Commodity Futures Trading Commission, as well as out-of-pocket costs of preparing regulatory filings related to the Fund or Magnetar with respect to the Fund (including, but not limited to, Form PF); expenses incurred in connection with the execution, carrying, servicing, or management of investments and any related financing, including costs related to software and other technology and fees of third party service providers and consultants, including without limitation, Magnetar’s order management systems, margin and security financing systems, valuation software and services, reportingrelated expenses, data collection/storage and research services relating to issuers in which the Funds or SMAs invest;

fees and expenses of the “partnership representative” (if applicable);

fees relating to investment banking and other financial services, whether payable to parties affiliated with Magnetar or others; fees and expenses of the Funds’ directors, including fees associated with director meetings (if applicable); administrative (including the fees and expenses of the Fund’s administrator or any additional or successor administrator), record-keeping charges, third-party account payable servicing charges, custodial, accounting, valuation, tax, audit, legal and compliance fees and expenses, including expenses incurred with the preparation and filing of any applicable regulatory reporting, record-keeping charges, and thirdparty account payable servicing charges; consulting and third party service provider fees and expenses, including asset based and performance based compensation paid to consultants who source transactions for the Funds; fees and expenses of investment committees, valuation agents and investor representatives, if any; data;

expenses relating to the development and/or implementation of software and

information-related expenses (including Bloomberg terminals and fees, third-party licensing fees, data feeds (including expenses incurred in connection with data services providing market data, price feeds, news feeds, investment information and company fundamental data), market research (including expenses incurred in connection with information services providing market research, price evaluation, news feeds, investment information and company fundamental data), and other

costs, fees and expenses for other third-party research, news, industry information, analytics and research resources); all expenses incurred in connection with any shareholder (or advisory committee) meeting held by the Funds, including travel, meals, lodging and related expenses;

costs related to proxy voting or solicitations;

expenses incurred in the course of voting securities owned by the Funds and participating in any class-action litigation, including, but not limited to, the costs of any consultants or other outside vendors retained to assist with such proxy voting or the filing of class-action notices on behalf of the Funds; all expenses incurred in connection with liquidating portfolio assets, including any fees and expenses of the auctioneer, liquidator, and any other entity engaged to assist in the disposition of assets (if applicable); insurance costs (including a reasonably allocated portion of the premiums for any directors’ and officers’, errors and omissions and cybersecurity coverage purchased by Magnetar that would offset some portion of a Fund’s indemnity obligations); costs of insurance coverage to reduce various loss exposures including, but not limited to, loss of physical assets;

taxes and other governmental charges;

governmental registration, license, membership and association fees (including those payable to regulatory and self-regulatory organizations); all costs and expenses related to the offer and sale of Funds’ shares or interests, including investor onboarding expenses; costs related to any service providers to Magnetar, its affiliates, and any Internal Funds or other special purpose subsidiaries or other special purpose investment vehicles formed by Magnetar, its affiliates or an SEC relying adviser (“Trading Vehicles”) and incurred in the course of operating assets in which a Fund invests;

expenses incurred as a result of the Funds’ indemnity obligations;

fees and expenses (including external legal counsel) incurred in connection with any threatened, pending or anticipated litigation, examination or proceeding (e.g., expenses incurred in connection with responding to any subpoena or regulatory information request of any kind) whether addressed to the Fund or addressed to Magnetar or an affiliate but related to the Fund’s activities or Magnetar’s activities on the Fund’s behalf;

all other expenses and liabilities incurred in connection with or arising out of the Funds’ business, including, but not limited to, extraordinary or non-recurring charges; and a Fund’s pro rata share of such similar expenses as listed above of any Internal Funds and/or Trading Vehicle in which a Fund invests. In some cases, Magnetar or its affiliates will pay expenses on behalf of the Clients, and in these cases the Clients generally will reimburse Magnetar for these payments. In addition, employees of Magnetar may use credit cards to pay for certain business expenses (which are allocated among Clients, as applicable) and accordingly, credit card points accrue related to the payment of those expenses. These credit card points are not allocated to the Clients. SMAs also generally pay the expenses of the types described above. Internal Operating Expenses. In some cases, the External Funds pay their allocable share of ongoing internal operating expenses of Magnetar and its affiliates incurred in providing services to Magnetar’s Clients. These ongoing expenses may include amounts billed to Magnetar pursuant to a contract with its affiliates, under which its affiliates agree to provide administrative and other services to Magnetar on behalf of Magnetar’s Clients. The affiliates will bill Magnetar for such services on an allocable share basis, but the costs passed through to the External Funds having a pass-through arrangement will not include any profit billed to Magnetar by the affiliates on a “cost- plus” basis. In other words, any profit margin of the affiliates will be absorbed and paid solely by Magnetar. Organizational Expenses. The External Funds generally pay their own organizational expenses. In addition, some of the External Funds pay the organizational expenses of affiliates of Magnetar, Internal Funds and Trading Vehicles, formed to manage or hold, as the case may be, the investment or business activities, or the investment securities, of businesses in which the External Funds directly or indirectly invest. Brokerage and Transaction Costs. The Funds are charged brokerage commissions, bid-ask spreads and other transaction costs and expenses, including the cost of leverage, in connection with their trading and investment activities, and custodian fees for Fund assets held in cash or securities at various banks, broker-dealers and other financial institutions. For a discussion of the brokerage arrangements that Magnetar enters into on behalf of the Funds, see “Brokerage Practices,”

which further describes the factors that Magnetar considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). SMAs likewise pay their own brokerage commissions, bid-ask spreads and other transaction costs, including the cost of leverage. Co-investments. Each Fund and co-investor that invests in a co-investment transaction that is consummated will participate in the costs and expenses attributable to such transaction pro rata, based on the amount of such Fund’s or co-investor’s investment as compared to all participants in the transaction. In addition, certain Funds will incur expenses in relation to transactions that are not consummated. In general, any Fund for which Magnetar has discretion and for which Magnetar was evaluating such transaction will bear at least its full pro rata share of expenses incurred for such unconsummated transactions. In addition, in certain cases, a Fund for whom Magnetar has discretion will bear a greater share of such expenses than it would have if such transaction had been consummated. However, Funds for which Magnetar does not have discretionary authority or needs a specific consent are not likely to be allocated expenses for unconsummated transactions. Notwithstanding the foregoing, Magnetar may allocate broken deal expenses to co-investors in limited circumstances, such as when they invest through a dedicated investment vehicle that participates in multiple coinvestments made available by Magnetar (if such dedicated investment vehicle is formed), where such co-investors are contractually required to co-invest and where such co-investors have agreed to bear broken deal expenses as a condition of being considered for participation in a co-investment. Employee Costs. Certain Funds, if permitted under a Fund’s offering and/or governing documents, may directly or indirectly (in the case of a “master fund”) bear its allocable share of the Investment Manager’s Employee Costs relating to non-trading internal personnel performing (i) legal activities related to the acquisition, monitoring or divestiture of the investments of the Fund and (ii) certain back-office and middle-office administrative activities (including, but not limited to, administration and support personnel focusing on regulatory compliance, legal, accounting, valuation, tax, investor relations, information technology and human resources) on behalf of the Fund. “Employee Costs” include employee compensation of the Investment Manager and its affiliates, including but not limited to, all base compensation, bonuses (including supplemental, retention, discretionary and formulaic bonuses of any kind), and all employee benefits (including, but not limited to, healthcare contributions, medical insurance premiums and claims, payroll and similar taxes, social security contributions, withholding and similar taxes, workers’ compensation contributions, pension contributions, 401(k) and similar retirement or savings plan contributions and administration fees, professional dues and professional-development related expenses, tuition and commuter reimbursement plans, and certain employee perks).

For example, if a Fund had a hurdle rate of 5% and an investor achieved a return of 7%, Magnetar would be entitled to incentive compensation equal to a percentage of only the 2% return in excess of the 5% hurdle rate. In the event that an investor withdraws capital at any time other than at the end of a fiscal year, the deduction is generally made with respect to the investor’s redemption amount as though it were being made at the end of a fiscal year. This compensation is typically based on unrealized as well as realized appreciation of assets. Receipt of performance-based compensation may create an incentive on the part of Magnetar to make riskier or more speculative investments to generate profits than would be the case if it were not receiving performance-based compensation. Incentive allocations or incentive fees on SMAs will be negotiated on a case-by-case basis. Magnetar receives from investors in some External Funds, rather than an incentive allocation or fee, a carried interest distribution equal to a percentage of the External Fund’s distributions. The distribution is payable to Magnetar after investors have received a return of their capital contributions to the Fund, and some External Funds are also subject to a “preferred return” payable to investors. A preferred return is similar to a hurdle rate applicable to an incentive fee or allocation. For Funds with a preferred return, Magnetar will not be entitled to receive an incentive distribution until investors have received both a return of capital and the preferred rate of return on their invested capital. Magnetar also manages Clients which do not pay performance-based compensation to Magnetar but rather pay only an asset-based fee. Receipt of an asset-based fee may create an incentive on the part of Magnetar to raise or otherwise increase assets under management to a level higher than would be the case if Magnetar were receiving a lower asset-based fee. In such event, Magnetar will have an incentive to favor Clients which pay performance-based fees over Clients which do not pay performance-based fees. Further, the existence of differing performance-based fees for Clients trading side-by-side creates a potential conflict of interest on the part of Magnetar with respect to the allocation of investment opportunities. Magnetar has policies and procedures, including trade allocation policies, designed to manage such conflicts.

Alternative Credit and Fixed Income The Alternative Credit and Fixed Income investment objective is to achieve consistently attractive risk-adjusted rates of return by investing across a range of private and public credit markets primarily within the US and Europe, building on decades of investment experience to dynamically capture meaningful opportunities across various market environments. Magnetar will employ these strategies based upon its quantitative analytical capabilities and portfolio management techniques as supplemented by fundamental credit analysis. More specifically, Magnetar generally seeks to capitalize on the following opportunity sets:

Providing growth or replacement capital to finance certain assets and businesses in such sectors as auto finance, film finance, solar power, and agricultural lending Supplying regulatory capital relief to banks in order to help them support their core businesses Opportunistically allocating capital to traditional strategies such as CLOs and Convertible Arbitrage, especially during times of market dislocation when changes in the liquidity of these opportunities render them more attractive

Quantitative Investing The Quantitative Investing investment objective is to engineer systematic processes to extract return streams that are consistent across dynamically evolving market environments. Magnetar implements this using proprietary data sets to support its quantitative research process, and importantly, hedge fund infrastructure covering execution, analytics, financing, and operations. The strategies on the Quantitative Investing platform are expected to have the following characteristics:

The potential to deliver returns in many types of market environments Endeavors to protect capital

Are relatively liquid Are lowly correlated to both stock and bond markets

Ventures The Ventures investment objective is to invest in early-to-growth stage private technology companies that Magnetar believes have the power to become market leaders and transform industries. Clients may make multi-stage venture capital debt and equity investments in high growth potential companies with breakthrough technology platforms which are anticipated to include hardware and software companies that leverage artificial intelligence and machine learning. Certain such private technology companies may be in the developmental stage, while others may be more mature but may not have access to the public capital markets. Clients may hold both long and short positions in a broad range of securities, derivatives, and other assets. In executing their investment strategies, the Clients may enter into joint venture or coinvestment arrangements, participate in pooled investment vehicles, invest with affiliated or unaffiliated advisors or managers, or make direct investments in operating entities. Magnetar may use leverage in the investing activities of the Clients, and may engage in short selling on behalf of the Clients. Magnetar generally trades opportunistically on behalf of the Clients. In most cases, subject to specific strategy mandates, there are no material limitations on the instruments, markets or jurisdictions in which the Clients may invest. Magnetar anticipates that it will continue to develop and implement new analytical methods, quantitative models and investment strategies on behalf of the Clients. Certain Clients, including co-investment vehicles, have more tailored or specialized strategies, as set forth in their respective offering, governing documents and/or separately managed account agreement. Magnetar uses artificial intelligence in its investment research process. As with many innovations, artificial intelligence presents risks and challenges that could affect its adoption, and therefore Magnetar’s business. Magnetar expects to obtain and use alternative data in its investment process. This type of research utilizes information that is not considered within the realm of traditional financial research and falls outside of the typical factors considered with respect thereto such as financial statements, SEC filings and management presentations. Alternative data typically comprises of large data sets often generated with technology. The use of alternative data for research can pose risks such as the receipt of material non-public information or information that is subject to privacy laws. The use of alternative data and the engagement of vendors that provide it may be costly, and there can be no assurance that such use will positively impact the performance of the Clients or their investments. There can be no assurance that Magnetar will achieve the objectives of the Clients. An investment in a Client is speculative and involves a significant degree of risk. Clients are designed for sophisticated investors who are able to bear a substantial loss of capital and for whom an investment in a Client is not a complete investment program. Investors should be aware that they will be required to bear the financial risks of an investment in a Client for a

substantial period of time. Investors may lose all or substantially all of their investment in the Clients. Additional detail on each Client’s investment strategy is included in its offering, governing documents and/or separately managed account agreement, and some or all of the investment risks described below apply to particular Clients depending on their respective investment strategies or sub-strategies. Illustrative Strategies and Trading Techniques. Examples of the various strategies and trading techniques that Magnetar may employ in investing the assets of the Clients within the alternative credit and fixed income, systematic investing, and ventures strategies, subject to the Clients’ respective investment mandates, include, but are not limited to, the following: Convertible-Securities Arbitrage: Buying “long” a convertible security and selling “short” the underlying stock into which the convertible security may be converted and/or another of the issuer’s debt instruments, or a credit default swap on the issuer, in anticipation of profiting from a relative misprice among them. Merger and Event-Driven Arbitrage: Investing in the securities of publicly-traded companies involved in prospective mergers, acquisitions, cash tender offers, or similar transactions in the expectation of profiting from the difference between the price of such securities at the inception of the investment and the price of such securities in expectation of or upon consummation of the event. Volatility Arbitrage: Seeking to identify and exploit relative mispricings in general volatility levels, skew and term structure across global markets, and differences in implied volatilities of various options. This strategy can involve individual stocks, stock indexes or non-equity instruments. Statistical Arbitrage: Buying a security, or basket of securities, and selling “short” a related security, option, or futures contract, or basket of securities, options, or futures, when the relative prices of such securities, options or futures deviate from their historical relationship; in anticipation of profiting from a reversion in the prices of such securities, options, or futures to their historical relationship. Capital-Structure Arbitrage: Buying and selling “short” different classes of securities of the same issuer in anticipation of profiting from a relative mispricing among them. Equity Capital Markets Strategies: Investments in the multiple aspects of the equity capital markets, including, but not limited to, initial public offerings and secondary offerings. Privately-Sourced Transactions: Making private or quasi-private equity or debt investments in complex situations where more traditional financing alternatives may be difficult for an issuer to access.

Fundamental Long/Short: Buying a stock or basket of stocks considered to be undervalued and selling “short” a stock or basket of stocks considered to be overvalued in anticipation of profiting from changes in the price differential between the respective long and short positions. Option/Warrant Arbitrage: Buying a warrant or similar derivative and selling “short” the stock purchasable upon exercise of the warrant in anticipation of profiting from a relative mispricing between them. Directional Equity, Corporate Debt, Derivatives and Currencies: Trading in equity, debt, derivatives or currencies using technical or fundamental analysis or a combination thereof in anticipation of profiting from movements in the prices of these assets. These investments may be concentrated in specific industry sectors and may include short- or long-term investments, as well as investments in investment grade or distressed debt or equity. Real Estate Investing and Mezzanine Lending: Investing in real estate, both indirectly through real estate investment trusts, and directly by purchasing and selling real estate of all major property types including office, retail, industrial, multifamily and hospitality. A related strategy involves making “mezzanine” loans secured by equity in a borrower which transfers the funds to the ultimate mortgage loan borrower. Mezzanine loans are secured by a pledge of the stock, or equity, of the direct or indirect mortgage borrower, rather than the property itself, and are subordinate to the mortgage loan. Event Credit: Investing in securities and other investment assets of U.S. or non-U.S. companies where these assets are misunderstood, mispriced or otherwise offer attractive risk-adjusted returns due to the issuer’s overleverage, financial distress, bankruptcy, reorganization or similar considerations. These investments may include bonds, credit derivatives, bank loans, debtor-in-possession loans, bankruptcy filings and reorganized securities, revolvers, trade claims, swap claims or any other part of the issuer’s capital structure. Clients may participate in such investments as a passive investor or the Investment Manager may actively participate on creditor or management committees. Event Related Quantitative Strategies: Investing in quantitative strategies that, like the strategies described above, seek to generate alpha by exploiting events that drive changes in the value of a company’s securities. For example, such strategies may focus on identifying and exploiting dislocations caused by issuers undergoing fundamental changes in their investor base or “habitat,” changes in an issuer’s credit ratings or a “knowledge gap” due to an issuer’s bankruptcy or merger transaction. Energy Markets Investments: Investing, directly or indirectly, in businesses involving the development of energy infrastructure and the acquisition, exploration, production, mining, processing, refining, fractioning, transportation, trans-loading, storage, servicing, power generation, transmission or marketing of natural resources, including, but not limited to crude oil, refined products, natural gas, natural gas liquids, chemicals, coal and metals as well as from renewable energy sources.

Credit Strategies: Investing in instruments to obtain exposure to credit and/or volatility risks associated with the following assets or areas: the general corporate credit market as well as specific credits or companies, commercial mortgages, residential mortgages and consumer market assets. Derivatives Companies: Investing in companies engaged primarily in the business of providing credit protection to and to a lesser extent, buying credit protection from, counterparties through a variety of credit default swaps on various types of reference obligations encompassing both single issuers as well as tranched or indexed products. Risk Linked Instruments: Investing in a broad spectrum of insurance-related securities (including without limitation catastrophe bonds), index linked swaps and other derivatives and industry loss warranties. AI Ventures Investments: Investing in technology companies that focus on disrupting industries with artificial intelligence and machine learning. Privatization Transactions: Purchasing equity securities in companies that are being privatized in order to profit from an increase in the price of such securities. Solar Energy-Related Investments: Investing in a variety of primarily large-scale solar power-generation projects throughout the world. SPAC Strategy: Investing in securities issued by special purpose acquisition companies (“SPACs”). Such securities are issued in units that may be comprised of common stock, warrants, and rights. A SPAC is a “blank check” public company, the purpose of which is to identify merger, acquisition or other transformative transactions and consummate such transactions with one or more operating businesses or assets. Regulatory Capital Transactions: Investments providing credit exposure to a wide variety of on-balance sheet bank loans and that are intended to free up regulatory capital held by banks against those loans, typically offering portfolio diversity and low correlation to public markets. Digital Asset Strategy: Investing in various cryptocurrencies, decentralized application tokens and protocol tokens, app coins, blockchain-based assets, and other digital assets and instruments that are based on or related to blockchain, distributed ledger, directed acyclic graph or similar technologies. AI Quant Equity Strategy: Quantitative driven equity strategy investing in long and short positions in equity securities and related instruments across a range of market capitalizations. The strategy applies proprietary large language model-based systems to analyze text and numerical data and generate security level forecasts.

Material Risks / Risk of Loss. Investing in securities involves a risk of loss that investors should be prepared to bear. The following is a summary of some of the material risks associated with the various strategies Magnetar employs on behalf of the Clients. This summary does not attempt to describe all of the risks associated with an investment in a Client, or even all risks associated with the strategies employed by the Clients. Although no summary can fully describe all of the risks associated with an investment in the Clients, the offering, governing documents and/or separately managed account agreement for each respective Client contain a more complete and tailored description of these risks. Projections and Third-Party Reports. Clients will generally make investments based on projections of the operating results of portfolio companies, the market environment and views/assumptions on default rates, recoveries, interest rate movements and technical market factors. Projected operating results will normally be based primarily on the guidance of the company’s management and be justified by Magnetar’s judgments or third-party advice and reports. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. There can be no assurance that the projected results will be achieved, and actual results may vary significantly from the projections. General economic, natural, and other conditions, which are not predictable, can have an adverse impact on the reliability of such projections. In addition, Magnetar personnel reserve the right to manage their own personal investments, whether through a formal family office or estate planning structure, to establish trusts, endowments, charitable programs, foundations or similar arrangements, and to pay or receive compensation relating to the foregoing. Personal investments by Magnetar personnel may include investments in industries and investments that overlap with the Funds’ mandates and may also include investments that are not otherwise suitable for the Funds or its portfolio companies due to size and/or early stage of investment, anticipated operating losses and general risk profile. It is possible that one or more of such investments over time become profitable and the Funds will not have been able to participate in such investment. In addition, these companies may provide services to portfolio companies of the Funds and such services will not necessarily be on an arms’ length basis. To the extent an advisory opportunity is received that is unsuitable for a Fund, in Magnetar’s sole discretion, Magnetar and its personnel reserve the right to refer such opportunity to third parties or to make personal investments in the relevant opportunity. Nature of Investments. The Investment Manager has broad discretion in making investments for the Clients. There can be no assurance that the Investment Manager 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 domestic or international economic and political developments, may significantly affect the results of the Clients’ activities and the value of their respective investments. In addition, the value of the Clients’ respective portfolios may fluctuate as the general level of interest rates fluctuate. No guarantee or representation is made that the Clients’ respective investment objectives will be achieved.

General Economic and Market Risks. Investment strategies are subject to some dimension of market risk, including directional price movements, deviations from historical pricing relationships, changs in the regulatory environment, changes in market volatility, “flights to quality,” “credit squeezes,” etc. The Investment Manager’s style of alternative investing may be no less speculative than traditional investing strategies. Due in part to the degree of leverage employed and the leverage embedded in the derivative instruments in which the Clients may invest, the Clients may from time to time incur sudden and dramatic losses. The particular or general types of market conditions in which the Clients may incur losses or experience unexpected performance volatility cannot be predicted, and the Clients may materially underperform other investment funds / accounts with substantially similar investment objectives and approaches. The success of Magnetar’s investments will be affected by general economic, regulatory and market conditions, including, without limitation:

Availability of Credit: The use of leverage may be an integral part of a Client’s strategy, and a Client may depend on the availability of credit in order to finance its portfolio. There can be no assurance that a Client will be able to maintain adequate financing arrangements under all market circumstances. As a general matter, the banks and dealers that provide financing to a Client can apply essentially discretionary margin, haircut, financing, security and collateral valuation policies. Changes by banks and dealers in such financing policies, or the imposition of other credit limitations or restrictions, whether due to market circumstances or governmental, regulatory or judicial action, may result in large margin calls, loss of financing, forced liquidation of positions at disadvantageous prices, termination of swap and repurchase agreements and cross-defaults to agreements with other dealers. Any such adverse effects may be exacerbated in the event that 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 Client to liquidate all or part of its portfolio at disadvantageous prices. In recent years, banks and dealers have substantially curtailed financing activities and increased collateral requirements, forcing many hedge funds to liquidate positions. There can be no assurance that a Client will be able to obtain adequate financing to pursue its investment program and achieve its objectives.

Currency Risk: A Client’s investments that are denominated in a non-U.S. currency are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments.

Currency Hedging: Clients that are denominated in U.S. dollars may hold underlying investments that are denominated in non-U.S. currencies. Accordingly, any hedging of currency exposure that is implemented by the Client will primarily involve hedging back

to the U.S. dollar, but in certain circumstances may involve other hedging activities. There is no assurance that the Client will attempt to hedge its overall currency exposure, or, if it does engage in hedging activity, that this activity will be effective.

Disrupted Markets and Other Extraordinary Events: The global financial markets in 2008-2009 experienced pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention. 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, as one would expect given the complexities of the financial markets and the limited time frame within which governments have felt compelled to take action, 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. A Client may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions 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 a Client from its banks, dealers and other counterparties is typically reduced in disrupted markets. Such a reduction may result in substantial losses to a Client. Market disruptions may from time to time cause dramatic losses for the Client, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk.

General Market Risk: A Client’s investment strategies may be subject to some dimension of market risk, including directional price movements, deviations from historical pricing relationships, changes in the regulatory environment, changes in market volatility, “flights to quality,” “credit squeezes,” etc. The Investment Manager’s style of alternative investing may be no less speculative than traditional investing strategies. On the contrary, due in part to the degree of leverage which a Client may employ and the leverage embedded in the derivative instruments in which the Client may invest, the Client may from time to time incur sudden and dramatic losses. The particular or general types of market conditions in which a Client may incur losses or experience unexpected performance volatility cannot be predicted, and a Client may materially underperform other investment funds with substantially similar investment objectives and approaches.

Environmental Matters: Environmental laws, regulations and regulatory initiatives play a significant role in the energy industry and can have a substantial impact on investments in the energy industry. For example, global initiatives to minimize pollution have played a major role in the increase in demand for natural gas and alternative energy sources, creating numerous new investment opportunities. Conversely, required

expenditures for environmental compliance have adversely impacted investment returns in a number of segments of the industry. The energy and power industry may continue to face oversight from environmental regulatory authorities. Investment in energy companies may be impacted by changing environmental and health and safety laws, regulations and permit requirements.

Epidemics/Pandemics and Public Health Emergencies: Since 2003, the world has seen a number of outbreaks of new viral illnesses of varying severity, including Severe Acute Respiratory Syndrome (SARS), Middle East Respiratory Syndrome (MERS), the H1N1 Flu (Swine Flu) and COVID-19 caused by the novel Coronavirus known as SARS–CoV-2. The responses to these 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 a Client invests or the Investment Manager does business 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 (even beyond the site of the epidemic or pandemic). Protective measures taken by governments and the private sector, including the Investment Manager, to mitigate the spread of such illness, including travel restrictions and outright bans, quarantines and work-from-home arrangements, and the spread of any such illness within the offices of the Investment Manager and/or a Client’s service providers, could seriously impair such service providers’ operational capabilities, potentially harming the Client’s investment program and performance and/or the Investment Manager’s business. In 2020, the COVID-19 pandemic caused significant volatility in the credit and equity markets, which, in turn, resulted in significant losses to many private investment funds.

Inflation Rates: Inflation risk is the risk that the value of assets or income from investment will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Client can decline. Inflation and rapid fluctuations in inflation rates, as is currently occurring in the United States, have had in the past, and may in the future have, negative effects on economies and financial markets. Wage and price controls have been imposed at times in certain countries in an attempt to control inflation, which could significantly affect the operation of the issuers of securities or other investments in which a Client invests. Governmental efforts to curb inflation often have negative effects on the level of economic activity. As such, inflation and rapid fluctuations in inflation rates can adversely affect the financial performance of a Client. In addition, the market value of a Client’s investments may decline in times of higher inflation rates given that commonly used methodologies for valuing investments (e.g., discounted cash flow analysis) are sensitive to rising inflation and real interest rates. There can be no assurance that inflation will not continue to be a serious problem and have an adverse impact on the performance of a Client and its investments. Were significant inflation to continue, the effect on a Client could be materially adverse.

Interest Rates: Clients may be subject to interest rate risk. Generally, the value of fixed income securities will change inversely with changes in interest rates. As interest rates rise, the market value of fixed income securities tends to decrease. Conversely, as interest rates fall, the market value of fixed income securities tends to increase. This risk will be greater for long-term securities than for short-term securities. The Investment Manager may attempt to minimize the exposure of its 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 the Investment Manager will be successful in mitigating the impact of interest rate changes on its portfolio.

Lack of Liquidity / Valuation: Certain instruments traded by a Client may have limited liquidity. Lack of liquidity can make it difficult or impossible for a Client to purchase or sell securities at desired prices or in desired quantities, as a result of which, among other things, it may be economically unfeasible for a Client to recognize profits on open positions or to close out open positions against which the market is moving. In particular, sales of illiquid instruments may be possible only at a substantial discount. In addition, such instruments may be difficult to value, and illiquidity can disconnect market values from the historical pricing indicators used in a Client’s investment analysis, as the fewer transactions that take place the greater the risk of market values not reflecting true pricing relationships or fair value.

Risk of Terrorist Attacks and International Hostilities: Terrorist attacks, or the fear of or the precautions taken in anticipation of such attacks, could, directly or indirectly, materially and adversely affect certain industries in which a Client invests or where a Client or the Investment Manager otherwise do business. Other acts of war (e.g., war, actual or threatened invasion, acts of foreign enemies, hostilities and insurrection, regardless of whether war is declared) could also have a material adverse impact on the financial condition of industries in which a Client invests. As a recent example, Russia’s invasion of Ukraine in February 2022 and the resulting conflict caused significant instability in global financial markets and increased the threat of cyberattacks, nuclear incidents and further escalation of geopolitical tensions. The invasion also led to multiple countries imposing economic sanctions and enhanced export controls on the activities of certain individuals and Russian entities and to numerous market participants voluntarily ceasing, suspending or reducing business with counterparties connected to Russia. Global and local macroeconomic impacts resulting from such conflicts, including increased inflationary pressures, volatility in the price and supply of energy and other commodities, disruption to supply chains, economic pressure caused by movement of displaced persons and significant uncertainty in the commercial, legal and political environment would be likely to adversely impact individuals and businesses. The nature and duration of impacts of these types of events on the business of a Client and the Investment Manager are difficult to predict, but could be both severe and long-lasting. Adverse impacts could include increased operating costs (as a result of increased energy and commodity prices, among other things) and foreign exchange risk, increased funding costs or reduced access to credit, disruption to supply chains, reductions in revenue and valuations of investments and adverse impacts on the operating margins of a Client’s investments. These factors could severely impact the

Investment Manager’s operations and/or a Client’s investments and overall performance.

Material Non-Public Information and Trading Restrictions: Because of its ongoing responsibilities in connection with investment-related activities for the Clients, the Investment Manager expects that it may acquire confidential information and/or material non-public information or be otherwise restricted (or determine to be restricted) from initiating transactions in certain potential investment opportunities and may enter into confidentiality or “stand-still agreements” with respect to certain potential investment opportunities. In addition, during the course of the research and diligence process for a Client, the Investment Manager may share and receive information from other market participants, which could increase the likelihood that the Investment Manager will receive material non-public information and be required to restrict trading in certain investments. In such circumstances, the Investment Manager may restrict the Client, or the Client may be restricted by law, policy or contract, for a period of time, from unwinding a position, establishing an initial position or taking a greater position, and pursuing related investment opportunities. If such restrictions or limitations apply to investments in which the Client is invested, then such restrictions or limitations could give rise to substantial investment losses, which losses, in the case of an investment in which the Client has a short position, are theoretically unlimited. Further, the Investment Manager may acquire material non-public and/or confidential information that may restrict by law, internal policies or otherwise the Investment Manager from purchasing securities or other assets, or selling securities or other assets for itself or its Clients or otherwise using or receiving such information for the benefit of the Investment Manager, its affiliates entities, or their respective clients.

Volatility: The prices of the securities traded by the Clients may have been subject to periods of excessive volatility in the past, and such periods can be 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. While volatility can create profit opportunities for a Client, it can also create the specific risk that historical or theoretical pricing relationships will be disrupted, causing what should otherwise 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 a Client’s positions that profit from price movements.

Investment and Trading Risks. All investments made by the Clients risk the loss of capital. There is no guarantee that the Clients’ respective investment programs will be successful, and investors are subject to the risk of substantial losses. Examples of risks primarily arising from Magnetar’s investment activities and trading program include, without limitation:

Counterparty and Custody Risk: When the Clients invest in options, swaps, derivative or synthetic instruments, forward contracts, or other over-the-counter transactions, the Clients may take a credit risk with regard to parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions, which generally are backed by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties may not benefit from such protections and expose the parties to the risk of counterparty default. Collapses of large derivative dealers illustrate the risks of such trading. In addition, to the extent the Clients trade in the energy markets, the risk of default may be higher than in the financial markets due to, among other things, the limited sources of and inability to store certain forms of energy and the difficulty non-producers have hedging certain energy delivery obligations. In addition, there are risks involved in dealing with the custodians or brokers that settle Client trades. Securities and other assets deposited with custodians or brokers may not be clearly identified as being assets of the Clients, and hence the Clients may be exposed to a credit risk with regard to such parties. In some jurisdictions, the Clients may only be an unsecured creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Clients’ rights to their assets in the case of an insolvency of any such party.

Credit Analysis and Credit Risk: The investment strategies to be utilized by the Investment Manager may require accurate and detailed credit analysis of issuers. There can be no assurance that the Investment Manager’s analysis will be accurate or complete. The Clients may be subject to substantial losses in the event of credit deterioration or bankruptcy of one or more issuers in its portfolio. While the Clients generally intend to hedge their credit risk with short positions in both cash and synthetic securities, there can be no assurance the Clients will have the ability to establish such hedges in the marketplace or, if established, that the hedges will offset losses.

Credit Ratings: Credit ratings of structured finance products, other debt instruments and investments represent the rating agencies’ opinions regarding their credit quality and are not a guarantee of future credit performance of such securities. Rating agencies attempt to evaluate the safety of principal and interest payments and do not evaluate the risks of fluctuations in market value. Therefore, the ratings assigned to securities by rating agencies may not fully reflect the true risks of an investment. Further, in recent years many highly rated structured securities have been subject to substantial losses.

Cybersecurity Risk: The Clients and their respective service providers, including the Investment Manager, are subject to risks associated with a breach in their cybersecurity. Cybersecurity is a generic term used to describe 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

Clients 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 interruption of the Investment Manager’s hardware or software functionality could lead to material or even complete losses to the Clients. Hackers could also attempt to access and steal the Investment Manager’s research, models, trading programs or other software or data and implement such programs or software on their own behalf. This could lead to increased competition for, or elimination of, the investment opportunities sought by the Clients or otherwise render the Investment Manager’s models obsolete, possibly resulting in material or complete loss to the Clients. Any breach could expose the Clients and/or the Investment Manager to civil liability as well as regulatory inquiry and/or action. In addition, if a cybersecurity breach occurs at an issuer in which the Clients invest, there may be an adverse effect on the value of such issuer and its securities, which may cause the Clients to incur a loss. The EU General Data Protection Regulation (“GDPR”) imposes obligations on controllers and rights for data subjects and introduces fines for serious breaches. The implementation of the GDPR could adversely impact the Clients’ business by increasing operational and compliance costs.

Financial Institution Risk; Distress Events: An investment in a Client is subject to the risk that one of the banks, brokers, financial counterparties, lenders or other custodians (each, a “Financial Institution”) of some or all of a Client’s assets fails to timely perform its obligations or experiences insolvency, closure, receivership or other financial distress or difficulty, similar to that experienced by Silicon Valley Bank and Signature Bank in March 2023 (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance or accounting irregularities. If a Financial Institution experiences a Distress Event, the Investment Manager or a Client may not be able to access deposits, borrowing facilities or other services, either permanently or for an extended period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation (“FDIC”), in the case of banks, and the Securities Investor Protection Corporation (“SIPC”), in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. While in the past, governmental intervention has resulted in additional protections for depositors and counterparties during Distress Events, there can be no assurance that such intervention will occur in a future Distress Event or that any such intervention undertaken will be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event may have a potentially adverse effect on the ability of the Investment Manager to manage the Client’s investments, and on the ability of the Investment

Manager and the Clients to maintain operations, which in each case could result in significant losses and in unconsummated investment acquisitions and dispositions. Such losses could include: a loss of funds; an obligation to pay fees and expenses in the event a Client is not able to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of a Client to access capital contributions or otherwise); the inability of a Client to acquire or dispose of investments, or acquire or dispose of such investments at prices that the Investment Manager believes reflect the fair value of such investments; and the inability of an issuer in which a Client invests to make payroll, fulfill obligations or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that a Client will incur additional expenses or delays in putting in place alternative arrangements or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital, or otherwise). The exercise of contractual remedies under agreements with Financial Institutions in the event of a Distress Event may not be successful or avoid losses or delays. A Client is subject to similar risks if a Financial Institution utilized by investors in the Client or by suppliers, vendors or service providers of the Client becomes subject to a Distress Event, which could have a material adverse effect on the Client. Many Financial Institutions require, as a condition to using their services (including lending services), that the Investment Manager and/or the Client maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. The Investment Manager is under no obligation to use a minimum number of Financial Institutions with respect to the Client or to maintain account balances at or below the relevant insured amounts. The risks associated with Distress Events also apply to companies in which the Client directly or indirectly invests.

Financing Arrangements; Availability of Credit: A Client may be authorized to utilize leverage and, to the extent utilized, the Client will depend on the availability of credit in order to finance its portfolio. There can be no assurance that a Client will be able to maintain adequate financing arrangements under all market circumstances. As a general matter, the banks and dealers that provide financing to a Client can apply essentially discretionary margin, haircut, financing, security and collateral valuation policies. Changes by banks and dealers in such financing policies, or the imposition of other credit limitations or restrictions, whether due to market circumstances or governmental, regulatory or judicial action, may result in large margin calls, loss of financing, forced liquidation of positions at disadvantageous prices, termination of swap and repurchase agreements and cross-defaults to agreements with other dealers. Any such adverse effects may be exacerbated in the event that such limitations or restrictions are imposed suddenly and/or by multiple market participants at or about the same time. In addition, lenders may often terminate financing arrangements for events of default tied to events relating to a Client, the Investment Manager, or other circumstances, even if those events are not directly related to the ability to repay the borrowing. The

imposition of such limitations or restrictions could compel a Client to liquidate all or part of its portfolio at disadvantageous prices. The use of leverage may involve material interest expenses, fees and transaction costs. Financing arrangements are likely to include a number of different terms which will permit the lenders to effectively require that the financing arrangements be materially deleveraged or terminated, and there can be no assurance that a Client would be able to find suitable replacement financing arrangements. Any such deleveraging or termination might result in material losses to a Client and could materially reduce or eliminate a Client’s ability to recoup past losses. In addition, lenders may often terminate financing arrangements for events of default tied to events relating to a Client, the Investment Manager or other circumstances, even if those events are not directly related to the ability to repay the borrowing. Also, banks providing financing for merger transactions in general are under no obligation to, or may be willing to do so only on a short-term basis (requiring the borrower to “rollover” its financing during the pendency of a transaction) perhaps on materially disadvantageous terms and materially increasing the likelihood of such transactions being materially delayed or failing.

Directional Trading: Certain of the positions taken by the Investment Manager 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, will often 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.

Futures Contracts and Options: A Client may trade futures and options. Futures markets are highly volatile. When investing in futures, a Client must be able to analyze correctly such markets, which are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies designed to influence world political and economic events and changes in interest rates. Purchasing options involves the risk that the instruments underlying the option will not change price in the manner expected such that the investor may lose 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. Over-the-counter options also involve counterparty credit and solvency risk.

Derivatives: A Client may use derivative financial instruments, including, without limitation, warrants, options, swaps, convertible securities, notional principal contracts, contracts for differences, forward contracts, futures contracts and options thereon, and may use derivative techniques for hedging and for other trading purposes. The use of derivative instruments involves a variety of material risks, including the extremely high degree of leverage often embedded in such instruments and the possibility of counterparty non-performance as well as of material and prolonged deviations between the actual and the theoretical value of a derivative, due to, e.g., nonconformance to

anticipated or historical correlation patterns. In addition, the markets for certain derivatives are frequently characterized by limited liquidity, which can make it difficult and costly to a Client to close out positions in order either to realize gains or to limit losses. Some of the derivatives that may be traded by a Client may be principal-to-principal or “over-the-counter” contracts between a Client and third parties entered into privately, rather than on an established exchange. As a result, a Client would not be afforded the regulatory protections of an exchange or its clearinghouse, or of a government regulator that oversees the exchange or clearinghouse, if a counterparty failed to perform. In privately negotiated transactions, the risk of the negotiated prices deviating materially from fair value is substantial, particularly when there is no active market available from which to derive benchmark prices. Many derivatives are valued on the basis of dealers’ pricing of these instruments. 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 should a Client wish or be forced to sell such position may be materially different. Such differences can result in an overstatement of a Client’s net asset value and may materially adversely affect a Client in situations in which a Client is required to sell derivative instruments. A Client’s use of derivatives and other techniques (such as short sales) for hedging purposes involves certain additional risks, including: (i) dependence on the ability to predict movements in the price of the asset being hedged; (ii) imperfect correlation between movements in the asset on which the derivative is based and movements in the asset being hedged; and (iii) possible impediments to effective portfolio management or the ability to meet short-term obligations because of the percentage of a Client’s assets segregated to secure its obligations under derivatives contracts. In addition, by hedging a particular position, a Client may limit any potential gain from an increase in value of such position.

Options: The successful use of options depends on the ability of the Investment Manager to forecast interest rates and market movements correctly. In addition, when it purchases an option, a Client runs the risk that it will lose its entire investment in the option in a relatively short period of time, unless a Client exercises the option or enters into a closing transaction with respect to the option during the life of the option. If the price of the underlying security does not rise to an extent sufficient to cover the option premium and transaction costs, a Client will lose part or all of its investment in the option. There is no assurance that a Client will be able to effect closing transactions at any particular time or at any acceptable price. In the event of the bankruptcy of a broker through which a Client engages in transactions in options, a Client could experience delays and/or losses in liquidating open positions purchased or sold through the broker.

Hedging: The Investment Manager does not, in general, attempt to hedge all market or other risks inherent in the Client’s positions, and hedges certain risks, if at all, only partially. Specifically, the Investment Manager may choose not, or may determine that it is economically unattractive, to hedge certain risks, either in respect of particular

positions or in respect of a Client’s overall portfolio. A Client’s portfolio composition may result in various directional market risks remaining unhedged, although the Investment Manager may rely on diversification to control such risks to the extent that the Investment Manager believes it is desirable to do so.

Illiquid Investments: Certain securities may be illiquid or thinly-traded. The trading market for such instruments, and the liquidation of such investments could, depending on the circumstances, occur at disadvantageous prices. In particular, there may be no market for such securities and any such investments made by a Client may not be realized for an extended period of time (if at all). As a result of the foregoing, a Client may be required to hold such securities despite adverse price movements. It may be difficult to hedge such investments and, unlike readily marketable securities, such investments typically are not eligible for portfolio financing. In addition, if a Client hedges by making a short sale of an illiquid security, it may have difficulty in covering the short sale, resulting in a potentially unlimited loss on that position. The sale of illiquid securities may require more time and result in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the OTC markets. In addition, illiquid instruments may be difficult to value, and illiquidity can disconnect market values from the historical pricing indicators used in a Client’s investment analysis, as the fewer transactions that take place the greater the risk of market values not reflecting true pricing relationships or fair value.

Distressed Debt: A Client may invest in “distressed” securities, which are claims and obligations of U.S. and non-U.S. entities which are experiencing significant financial or business difficulties. Investments may include loans, loan participations, trade claims held by trade or other creditors, stocks, partnership interests and similar financial instruments, executory contracts and options or participations therein not publicly traded. A Client may lose a substantial portion or all of its investment in a distressed environment or may be required to accept cash or securities with a value less than the Client’s investment. Among the risks inherent in investments in entities experiencing significant financial or business difficulties is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments also may be adversely affected by state and federal laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims. The market prices of such instruments are also subject to abrupt and erratic market movements and above average price volatility, and the spread between the bid and asked prices of such instruments may be greater than normally expected. In trading distressed securities, litigation is sometimes required. Such litigation can be time-consuming and expensive, and can frequently lead to unpredicted delays or losses. Moreover, to the extent that a Client invests in distressed sovereign debt obligations, it will be subject to additional risks and considerations not present in private distressed securities, including

the uncertainties involved in enforcing and collecting debt obligations against sovereign nations, which may be affected by world events, changes in U.S. foreign policy and other factors outside of the control of the Investment Manager.

Market Judgment Risk: Although the Investment Manager may use quantitative models in evaluating the economic components of certain prospective trades, the Investment Manager’s investment strategies are by no means wholly systematic; the market judgment and discretion of the Investment Manager’s personnel are fundamental to the development and implementation of these strategies and could cause these strategies to fail.

Non-U.S. Securities: Investing in securities of non-U.S. entities that are generally denominated in non-U.S. currencies and utilization of options on non-U.S. securities involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of the U.S. government or of entities organized or domiciled in the United States. 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, non-U.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.

No Participation in the Management of Companies In Which Clients Invest: Clients will, from time to time, acquire substantial positions in the securities of particular companies. Nevertheless, Clients will not usually obtain representation on the board of directors or any control over the management of any company in which a Client invests. The consummation/non-consummation of a particular transaction will typically depend heavily on the actions taken by the respective managements of the companies involved. The Investment Manager expects to have little, if any, input into such actions. Consequently, a Client will be dependent on the incumbent management. However, evaluating the quality of the management of the companies in which the a Client invests will be a highly uncertain process.

Over-the-Counter Derivatives Markets: The Reform Act includes provisions that comprehensively regulate the over-the-counter (“OTC”) derivatives markets for the first time. The Reform Act will require that a substantial portion of OTC derivatives must be executed in regulated markets and submitted for clearing to regulated clearinghouses. OTC trades submitted for clearing will be subject to minimum initial and variation margin requirements set by the relevant clearinghouse, as well as possible SEC- or CFTC-mandated margin requirements. The regulators also have broad discretion to impose margin requirements on non-cleared OTC derivatives. Although the Reform Act includes limited exemptions from the clearing and margin requirements for socalled “end-users,” a Client does not expect to be able to rely on such exemptions. In addition, the OTC derivative dealers with which a Client executes the majority of its

OTC derivatives will not be able to rely on the end-user exemptions under the Reform Act and therefore such dealers will be subject to clearing and margin requirements irrespective of whether a Client is subject to such requirements. OTC derivative dealers also will be required to post margin to the clearinghouses through which they clear their customers’ trades instead of using such margin in their operations, as is currently permitted. This will further increase the dealers’ costs, which costs are expected to be passed through to other market participants in the form of higher fees and less favorable dealer marks. The SEC and CFTC may also require a substantial portion of derivative transactions that are currently executed on a bi-lateral basis in the OTC markets to be executed through a regulated securities, futures, or swap exchange or execution facility. Such requirements may make it more difficult and costly for investment funds, including certain Clients, to enter into highly tailored or customized transactions. They may also render certain strategies in which the Clients might otherwise engage impossible or so costly that they will no longer be economical to implement. OTC derivative dealers and major OTC derivatives market participants will be required to register with the SEC and/or CFTC. Dealers and major participants will be subject to minimum capital and margin requirements. These requirements may apply irrespective of whether the OTC derivatives in question are exchange-traded or cleared. OTC derivatives dealers will also be subject to new business conduct standards, disclosure requirements, reporting and recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest, and other regulatory burdens. These requirements may further increase the overall costs for OTC derivative dealers, which costs are also likely to be passed along to market participants. The overall impact of the Reform Act on the Client is highly uncertain and it is unclear how the OTC derivatives markets will adapt to this new regulatory regime. Although the Reform Act will require many OTC derivative transactions previously entered into on a principal-to-principal basis to be submitted for clearing by a regulated clearinghouse, certain of the derivatives that may be traded by the Client may remain principal-to-principal or OTC contracts between the Client and third parties entered into privately. The risk of counterparty nonperformance can be significant in the case of these over-the-counter instruments, and “bid-ask” spreads may be unusually wide in these heretofore substantially unregulated markets. While the Reform Act is intended in part to reduce these risks, its success in this respect may not be evident for some time after the Reform Act is fully implemented, a process that may take several years.

Quantitative Model Risk: The Investment Manager may utilize quantitative models in implementing certain of the Clients’ investment strategies. As market dynamics shift over time, due to factors such as changed market conditions and participants, a previously highly successful model could become outdated or inaccurate, perhaps without the Investment Manager’s recognizing that fact before substantial losses are incurred. There can be no assurance that the Investment Manager will be successful in developing and maintaining effective quantitative models.

Reliance on Corporate Management and Financial Reporting: The investment strategies implemented by a Client may rely on the financial information made available by issuers in which a Client invests and such issuers’ trustees or managers. The Investment Manager has no ability to independently verify the financial information disseminated by these third parties and is dependent upon the integrity of both the management of these third parties and the financial reporting process in general. Investors such as the Clients may incur losses as a result of corporate mismanagement, fraud and accounting irregularities. Instances of corporate mismanagement and fraud aside, mergers often involve material conflicts of interest for the managements of the companies themselves, as typically only one management group will “survive.” The extent to which management does or does not conduct itself in the best interests of the stakeholders in the companies involved can materially affect outcomes; intransigent management can lead to unpredictable results.

Short Selling: Short sales can, in certain circumstances, substantially increase the impact of adverse price movements on a Client’s portfolio. A short sale involves the risk of a theoretically unlimited increase in the market price of the particular investment sold short, which could result in an inability to cover the short position and a theoretically unlimited loss. There can be no assurance that securities necessary to cover a short position will be available for purchase. Securities exchanges have imposed various forms of ongoing and potential trading limitations and may impose additional restrictions in the future. Many of these limitations become effective only after market declines, or increases in market volatility, above a certain level, but any of these limitations could, in unusual circumstances, materially adversely affect the Clients. If a Client holds a short position in a security at a time a distribution, including an “airdrop”, as of the date of eligibility, a Client may be required to deliver the distributed asset. If a Client is unable to obtain the asset, due to an inability to properly custody the asset or otherwise, a Client may be forced to close out the short position, causing a Client to incur losses or forgo gains on the position.

Concentration Risk: It is anticipated that a Client’s portfolio may at times be relatively concentrated with respect to types of securities and issuers. In addition, a portion of a Client’s investment portfolio at times may be relatively concentrated with respect to a particular geographic market or markets or with respect to certain types of assets. Even where a Client’s investment portfolio is not concentrated with respect to particular geographic markets, from time to time multiple geographic markets could move in tandem against a Client’s positions, and a Client could suffer substantial losses. Accordingly, the investment portfolio of a Client may be subject to more rapid change in value than would be the case if a Client were required to maintain a wider diversification among types of securities, issuers and geographic areas.

Contagion Risk: A Client may have the power to issue interests in classes and series. In particular, a Client may have classes of interests that participate in different investment portfolios. To the extent applicable, a Client’s governing documents will provide for the manner in which the liabilities are to be attributed across the various classes or series (liabilities are to be attributed to the specific class or series in respect of which the liability was incurred). However, a Client is a single legal entity and there is no limited recourse protection for any series or class. Accordingly, all of the assets of a Client will be available to meet all of its liabilities regardless of the classes or series to which such assets or liabilities are attributable. In practice, cross-class or cross-series liability is only expected to arise where liabilities referable to one class or series are in excess of the assets referable to such class or series and it is unable to meet all liabilities attributed to it. In such a case, the assets of a Client attributable to other classes or series may be applied to cover such liability excess and the value of the contributing class or series will be reduced as a result. Similar contagion risks may apply at the level of the Trading Vehicles. In addition, Trading Vehicles may make multiple investments through classes, series or sub-series on behalf of a Client and other funds and accounts advised by the Investment Manager and its affiliates without any liability insulation, which could increase contagion risk. Trading Vehicles may also invest in debt structures such as global notes where different tranches of notes may be issued for each investment but the note issuer is a single non-segregated vehicle in which creditors have recourse to all the issuer’s assets so there is contagion risk. The Investment Manager may at its sole discretion take various steps to mitigate contagion risk such as investing through a separate subsidiary, making only limited liability investments and negotiating limited recourse contracts with counterparties, but such steps may have limited effect and the Investment Manager may determine at its sole discretion including for expense, efficiency, tax or regulatory purposes that it is in the best interests of a Client to forego such mitigation steps.

Trade Execution Risk: Certain of the trading techniques to be used by a Client require the rapid and efficient execution of transactions. Inefficient executions can eliminate the small pricing differentials which the Investment Manager seeks to exploit.

Trade Error Risk: Trading errors are an intrinsic factor in any complex investment process, and may occur, notwithstanding the execution of due care and special procedures designed to prevent such errors.

Turnover: A Client’s portfolio turnover rate may be significant, potentially involving substantial brokerage commissions, fees, bid-ask spreads, and other transaction costs, which must be recouped before a Client’s investment can be profitable.

Uncertain Exit Strategies: There can be no assurance that an exit strategy ultimately will be pursued or completed for a portfolio company investment. In pursuing an exit strategy, a portfolio company’s interests may differ from, and conflict with, the interests of a Client. If the portfolio company commences an exit strategy, a portfolio company may discontinue the pursuit of such exit strategy in its sole discretion at any time. Completion of an exit strategy is uncertain and dependent upon several factors beyond

the control of a portfolio company, the Investment Manager or the Client, including market conditions. If the portfolio company fails to consummate an exit strategy, it may be difficult for the Client to sell its positions at an attractive price or at all, potentially resulting in substantial losses for the Client. To the extent a Client receives securities in conversion in an initial public offering, it may be precluded for some time from selling such publicly traded shares because of lock-ups or other liquidity restrictions, and during such time the price of such publicly traded securities could decline precipitously.

Use of Alternative Data: The Investment Manager’s models rely on extensive use of text-based and alternative datasets. Such data may be incomplete, inaccurate, delayed, mislabelled, biased or otherwise unreliable. In addition, the growing prevalence of AIgenerated or synthetic content may increase the amount of “noise” and the risk of misinformation in textual data. Errors or biases in these datasets may be compounded by a Client’s models and lead to trading decisions that result in losses. A Client also depends on continued access to certain third-party and proprietary datasets, some of which are subject to contractual licenses, usage limits and intellectual property protections. Any interruption, termination, degradation or increase in the cost of such data services could adversely affect a Client’s ability to implement its investment program.

Use of Artificial Intelligence: There has been an increasing trend towards utilizing artificial intelligence (including artificial generative intelligence), LLMs, machine learning technology and similar tools, other forms of data-driven automation, models and systems (collectively, “AI Tools”) by various market participants in the asset management and financial industry. While the Investment Manager believes that AI Tools may have certain advantages and benefits for various applications, the use of AI Tools by market participants also poses risks to the Investment Manager, the Clients and the markets in which the Clients invest. The Investment Manager expects to utilize AI Tools in connection with certain of its business activities, including investment activities and operational processes, including idea generation, signal extraction, data analysis, risk modeling, portfolio optimization, trading execution and operational efficiency. The Investment Manager intends to evaluate from time to time and adjust internal policies and procedures governing use of AI Tools by its personnel. Notwithstanding any applicable policies, personnel of the Investment Manager could, unbeknownst to the Investment Manager, utilize AI Tools in contravention of such policies in a manner which may negatively impact the Clients. The Investment Manager, the Clients and the markets in which the Clients invest could be further exposed to the risks of AI Tools if third-party service providers or any counterparties, whether or not known to the Investment Manager, also use AI Tools in their business activities. The Investment Manager will not be in a position to control the operations of third-party service

providers or counterparties, the manner in which third-party products are developed or maintained or the manner in which third-party services are provided. Use of AI Tools by any of the parties described in the previous paragraph could include the input of confidential information (including material non-public information), either by third parties in contravention of non-disclosure agreements (or similar undertakings or obligations of confidentiality) or by personnel of the Investment Manager in contravention of the Investment Manager’s policies, into AI Tools, resulting in such confidential information becoming part of a dataset that is accessible by other third-party AI Tools and users thereof. In addition, many AI Tools are relatively recent inventions and may be subject to, among other issues, one or more undetected errors, biases, defects or security vulnerabilities, which may be discovered only after an AI Tool has been introduced to and/or has had substantial operations in the marketplace. To the extent that the Investment Manager, the Clients or the markets in which the Clients invest are exposed to the risks of AI Tools, any such inaccuracies or errors in the data used by AI Tools or any exploitable issues in AI Tools could have adverse impacts on the Investment Manager, the Clients or the Clients’ investments. While AI Tools may offer significant analytical and speed advantages, their use involves substantial risks and uncertainties. AI Tools are inherently complex, evolving and data-dependent. Errors in model design, training data, assumptions, inputs or coding – whether due to human error, system limitations or biased data – can lead to incorrect forecasts, suboptimal investment decisions, or operational failures. Additionally, the use of AI Tools introduces potential cybersecurity, data privacy, and regulatory risks. AI Tools and their applications, including in the investment and financial sectors, continue to develop rapidly and have recently become subject to increased scrutiny from lawmakers and regulators. It is impossible to predict the future risks that may arise from such developments as well as the growing prominence of AI Tools in general. Investors should be aware that reliance on such technologies may expose a Client to novel and potentially heightened risks not typically associated with traditional investment methods.

Use of Leverage: A Client may directly leverage its investments and may utilize leverage embedded in derivative instruments and securities. This will result in a Client controlling substantially more assets than a Client has equity. Direct leverage increases a Client’s returns if a Client earns a greater return on investments purchased with borrowed funds than a Client’s cost of borrowing such funds. However, the use of leverage exposes a Client to additional levels of risk, including (i) greater losses from investments than would otherwise have been the case had a Client not borrowed to make the investments, (ii) margin calls or interim margin requirements which may force premature liquidations of investment positions and (iii) losses on investments where the investment fails to earn a return that equals or exceeds a Client’s cost of borrowing such funds. In the event of a sudden, precipitous drop in value of a Client’s assets, a Client might not be able to liquidate assets quickly enough to repay its borrowings, further

magnifying its losses. With respect to embedded leverage, a Client may be subject to major losses in the event that market events disrupt the hedged nature of its positions or it is forced to liquidate positions at a disadvantageous time. Furthermore, the credit extended to a Client by dealers to permit it to maintain its leveraged positions can be terminated by the dealers largely in their discretion, forcing liquidation at potentially material losses. Structural Risks and Risks Generally Associated with Magnetar and the Operation of the Clients include, without limitation:

Dependence on Magnetar: A Client must rely on the ability of the Investment Manager to manage the Client’s trading and investment program and the continued availability of the Investment Manager’s services to it. The Investment Manager, in turn, is dependent on the services of certain key personnel, and the loss of the services of one or more such professionals could impair the ability of the Investment Manager to provide services to the Client and be material and adverse to the Client.

Liquidity Mismatch: Substantial withdrawals over a short time period could necessitate the liquidation of a significant portion of a Client’s trading positions on materially disadvantageous terms. In addition, substantial redemptions or withdrawals from the Other Clients could require the liquidation of their assets, potentially reducing the value of comparable assets held by a Client.

Political Uncertainty: Some of the results of recent elections and referenda in the United States, the United Kingdom, Italy, and other developed market countries have been unexpected and resulted in material market changes and increases in market uncertainty. Given recent changes in administrations and applicable law following these votes, the future of current regulations, or the adoption of new regulations, is also uncertain. These uncertainties may have adverse impacts on, or alternatively create investment opportunities for, a Client.

Potential Additional Government and Regulatory Oversight: There have recently been certain well-publicized incidents of regulators unexpectedly announcing regulatory changes or interpretations that prohibited strategies that had been implemented in a variety of formats for many years. For instance, in recent years the SEC and various non-U.S. regulatory bodies imposed temporary bans on short-selling in a variety of stocks, and adopted permanent regulations that may have the effect of making short-selling more difficult or costly. These actions were generally regarded as disrupting market fundamentals and causing unexpected and volatile increases in the stock prices of a variety of issuers, as short sellers closed out their positions by buying securities. Market disruptions like those experienced in the credit-driven equity market collapse in 2008 as well as the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental as well as regulatory scrutiny of the “hedge fund” industry in general. Certain legislation proposing greater regulation of the industry, such as the recently enacted Reform Act, is considered periodically by the U.S.

Congress, as well as governing bodies of non-U.S. jurisdictions. It is difficult to predict what changes in regulation applicable to a Client, the Investment Manager, the markets in which they trade or invest or the counterparties with which they do business may be instituted in the future, in addition to those changes already proposed or adopted in the U.S. and other countries. Any such regulation could have a material adverse impact on the profit potential of a Client, as well as required increased transparency as to a Client’s positions and the identity of the investors.

Valuation Risk; Use of Estimates: The fair market value of certain assets will be based on sources deemed reliable by the Investment Manager in its good faith judgment, including the use of models developed by the Investment Manager. Investors should note that net asset value calculations of the Clients may be adjusted following the year-end audit. The Investment Manager will not bear any liability if the price of an instrument, reasonably believed by it to be an accurate valuation of a particular direct or indirect investment of the Clients, is materially higher or lower than the price at which such instrument is subsequently sold or, in the case of an instrument sold short, purchased. It should be noted that the Investment Manager must depend on the valuations furnished to it by third-party managers to which the Investment Manager may allocate Client capital. In the case of passive investments with certain third-party managers, the Investment Manager may have no means of verifying the valuations provided to the Client, and such valuations may be subject to material correction and/or restatement over time. The management fee and/or the incentive fee or allocation, as well as amounts due to investors upon withdrawal or in connection with distributions, may be determined on the basis of estimates.

Due Diligence Difficulties; Operational Failures: Certain assets in which a Client may invest will be less liquid and without a readily realizable market value. By their nature, these assets will be difficult to value both in terms of the current “fair value” and their likely ultimate realizable value. Comprehensive due diligence on such assets is in many cases difficult for the Investment Manager. To the extent that the discount to “fair value” at which such assets are acquired is not sufficient to compensate for the inherent uncertainty of the process, a Client could incur substantial losses. Further, in evaluating any operating entity in which a Client might directly or indirectly purchase an interest in, the Investment Manager’s due diligence may fail to uncover material matters that could impact the performance of such investment. Similarly, the Investment Manager’s ongoing monitoring of such investments and operating entities may fail to discover material operational defects, management issues or regulatory concerns, or may discover such matters in an untimely fashion. Thus, the Investment Manager’s due diligence process for such investments may be incomplete and a Client’s investment in such operating entity may be unprofitable.

Reliance on Technical Trading Systems: The implementation of a Client’s investment strategy may be partly based on technical trading systems. Although the Investment Manager retains all discretion with respect to the manner in which the trading systems output is interpreted and applied, there can be no assurance that the Investment Manager’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.

Equity Securities Generally: A number of the Investment Manager’s strategies are based on attempting to anticipate the future performance of different equity or equity-related securities. Numerous inter-related and difficult-to-quantify economic factors, as well as market sentiment, subjective and extraneous political, climaterelated and terrorist factors, influence the performance of equities. There can be no assurance that the Investment Manager will be able to anticipate future performance correctly. The Client’s directional equity positions may be leveraged, and even comparatively minor adverse market movements can result in substantial losses. A Client may invest in other equity securities and equity derivatives. The value of these securities generally will vary with the performance of the issuer and movements in the equity markets. As a result, a Client may suffer losses if it invests in equity instruments of issuers whose performance diverges from the Investment Manager’s expectations or if equity markets generally move in a single direction and a Client has not hedged against such a general move. A Client also may be exposed to risks that issuers will not fulfill contractual obligations. A Client’s equity investments may involve substantial risks and may be subject to wide and sudden fluctuations in market value, with a resulting fluctuation in the amount of profits and losses.

Corporate Debt, Convertible Securities, and High-Yield Securities: A Client may invest in corporate debt obligations, convertible securities (which are securities that may be exchanged or converted into a predetermined number of the issuer’s underlying shares or the shares of another company, or securities that are indexed to an unmanaged market index, at the option of the holder during a specified time period) and high-yield securities. The market value of debt securities generally tends to decline as interest rates increase and conversely, increase as interest rates decline. Convertible securities also appreciate when the underlying common stock appreciates, and conversely, depreciate when the underlying common stock depreciates. Debt obligations are subject to the risk of an issuer’s inability to meet principal and interest payments on the obligations, i.e., credit risk. The Investment Manager may actively expose a Client to credit risk. However, there can be no guarantee that the Investment Manager will be successful in making the right selections and thus mitigate the impact of credit risk changes on a Client.

“High yield” bonds and preferred securities are rated in the lower rating categories by the various credit rating agencies. As such, these securities result in greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominately speculative. They are also generally considered to be subject to greater risk than securities with higher ratings because the yields and prices of such securities may tend to fluctuate more than those for higher-rated securities, the market for lower-rated securities is thinner and less active.

Mortgage-Backed Securities (“MBS”) and Asset-Backed Securities (“ABS”): Investing in commercial and residential MBS involves the general risks typically associated with investing in traditional fixed-income securities (including interest rate and credit risk), and certain additional risks and special considerations, including the risk of principal prepayment and defaults as well as the risk of investing in real estate. MBS generally provide for the payment of interest and principal on the MBS on a frequent basis, and there also exists the possibility, particularly with respect to residential MBS (“RMBS”), 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, a Client may be required to reinvest assets at an inopportune time, which may expose the Client to a lower rate of return. The rate of prepayments on underlying mortgages affects the price and volatility of an MBS, and may have the effect of shortening or extending the effective maturity beyond what was anticipated. Further, different types of MBS 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 obligors and 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 a Client may invest. Some MBS may be synthetic structures that are backed by derivative instruments that reference one or more mortgage loans or may be creditlinked securities that only reference the performance of one or more mortgage loans to determine the payments an issuer is obligated to make on the MBS but the MBS are not in any way entitled to the cashflow, or secured by that pool of assets. ABS are subject to interest rate risk and, to a lesser degree, prepayment risk. ABS are subject to additional risks in that, unlike most MBS, the assets that back the ABS may be unsecured, such as unsecured personal loans or the particular structure of the ABS may not include a security interest in the assets that back the ABS. Each type of ABS also entails unique risks depending on the type of assets involved and the legal structure used. For example, credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of U.S. 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. ABS 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, in some cases, be available to support payments on these securities because of the inability to perfect a security interest in such collateral. Some ABS may be synthetic structures that are backed by derivative instruments or may be credit-linked securities that only reference the performance of a pool of assets to determine the payments an issuer is obligated to make on the ABS but the ABS are not in any way entitled to the cashflow, or secured by that pool of assets. The structure of MBS and ABS and the terms of the investors’ interest in the collateral can vary widely depending on the type of collateral, the desires of investors and the use of credit enhancements. Although the basic elements of MBS and of ABS are similar, individual transactions can differ markedly in both structure and execution. Holders of MBS and ABS bear various risks, including credit risks, liquidity risks, interest rate risks, market risks, operations risks, structural risks and legal risks. In addition, concentrations of MBS and ABS of a particular type, as well as concentrations of MBS and ABS issued or guaranteed by affiliated obligors, serviced by the same servicer or backed by underlying collateral located in a specific geographic region, may subject a Client to additional risk. MBS and ABS are often extremely complex, and their values and returns may be subject to significant fluctuations as a result of relatively small changes in interest rates; the rates of prepayments, defaults, or late payments with respect to the relevant underlying assets; or other factors. The value of MBS and ABS is highly dependent upon the performance of the related underlying assets, the expected quality of the underlying assets and the ability and willingness of the relevant transaction participants to perform their duties. Investments in ABS and MBS may include investments in classes of ABS and MBS that are subordinate to one or more senior classes of securities issued as part of the same securitization transaction. Generally, such subordinated securities bear the first risk of loss on the assets underlying such securities. As a result, changes in the value or performance of subordinated securities are expected to be greater than the change in the value or payment performance of the underlying assets. Substantial leverage may be inherent in the structure of some MBS and ABS. Consequently, MBS and ABS may present a greater degree of risk than other types of fixed income securities and may be more volatile, less liquid, and more difficult to price accurately than less complex securities.

Real Estate Related Investments: Investments in real estate related-securities are susceptible to various risks. Factors such as declining property values, increasing property taxes, operating expenses, changes in the level of prevailing interest rates, competition, overbuilding, zoning changes, changes in general and local economic

conditions and other factors that are beyond the control of the Investment Manager can, in turn, adversely affect the yield or return on real estate related-securities.

Multi-Strategy Approach: There are no material limitations on the instruments, markets or countries in which the Investment Manager may invest or on the investment strategies which it may employ on behalf of a Client. In fact, many of the investment strategies to be used by a Client have inherently directional characteristics. The Investment Manager believes that its opportunistic directional investing can provide significant, incremental profit potential over time as a natural outgrowth and complement to the Investment Manager’s relative value and eventdriven approaches. Directional investing is subject to all the risks inherent in incorrectly predicting future price movements. Often these price movements will be determined by unanticipated factors, and even if the determining factors are correctly identified, the Investment Manager’s analysis of those factors may prove inaccurate — in each case, potentially leading to substantial losses.

Arbitrage Transaction Risks: Arbitrage strategies attempt to take advantage of perceived price discrepancies of identical or similar financial instruments, on different markets or in different forms. The Investment Manager may employ any one or more of these arbitrage strategies. If the requisite elements of an arbitrage strategy are not properly analyzed, or unexpected events or price movements intervene, losses can occur which can be magnified to the extent a Client is employing leverage. Arbitrage trading is often highly leveraged due to the small absolute price differentials which it seeks to exploit. Consequently, arbitrage traders can be particularly vulnerable to a reduction in credit availability. Moreover, arbitrage strategies often depend upon identifying favorable “spreads,” which can also be identified, reduced or eliminated by other market participants.

Relative Value Strategy Risk: A Client may pursue relative value strategies by taking long positions in securities believed to be undervalued and short positions in securities believed to be overvalued. In the event that the perceived mispricings underlying a Client’s trading positions were to fail to converge toward, or were to diverge further from, the Investment Manager’s expectations, a Client may incur a loss. Even pure “riskless” arbitrage can result in significant losses if the arbitrage is not sustained (due, for example, to margin calls) until expiration, and a Client will rarely engage in pure arbitrage as opposed to relative value trading (which is inherently a higher-risk strategy). In implementing “relative value” strategies a Client seeks to reduce exposure to the risk of overall market price movements (or “beta”), but is fully exposed to the risks of disruptions in historical price relationships, the restricted availability of credit and the obsolescence of its valuation models.

Infrastructure Companies: Investments in infrastructure-related companies have significant exposure to the potential adverse economic, regulatory, political, legal

and other conditions or events affecting such entities. Infrastructure-related companies are subject to a variety of factors that may adversely affect their business or operations including high interest costs in connection with capital construction programs, costs associated with compliance with and changes in environmental and other regulations, difficulty in raising capital in adequate amounts on reasonable terms in periods of high inflation and unsettled capital markets, the effects or economic slowdown, the effects of surplus capacity, increased competition from other providers of services in a developing deregulatory environment, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors. Additionally, infrastructure-related entities may be subject to regulation by various governmental authorities and may also be affected by governmental regulation of rates charged to customers, government budgetary constraints, service interruption and/or legal challenges due to environmental, operational or other conditions or events and the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards. There is also the risk that corruption may negatively affect publicly-funded infrastructure projects, especially in foreign markets, resulting in work stoppage, delays and cost overruns. Other factors that may affect the operations of infrastructure-related companies include innovations in technology that could render the way in which a company delivers a product or service obsolete, significant changes to the number of ultimate end-users of a company’s products, increased susceptibility to terrorist acts or political actions, risks of environmental damage due to a company’s operations or an accident, and general changes in market sentiment towards infrastructure and utilities assets.

Smaller Company Risk: A Client may invest in micro-cap and small-cap companies. While these smaller companies may have significant potential for growth, they may also be higher risk investments. Small start-up companies often lack the capability to diversify, a wide customer base, extensive manufacturing capability or experience and access to capital markets, factors which may severely limit their ability to grow. Hence, the business risk associated with investing in these companies is considerable. Moreover, since smaller companies are often underfollowed by large investment houses whose research is relied on by many traditional asset managers, small cap stocks typically are not traded by institutional investors and thus involve a relative lack of liquidity. Furthermore, the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) is higher than for larger, “blue-chip” companies.

Micro to Medium Capitalization Companies: A Client may invest a portion of its assets in the stocks of companies with micro-to medium-sized market capitalizations. While the Investment Manager believes these investments often provide significant potential for appreciation, these stocks, particularly smallercapitalization stocks, involve higher risks in some respects than do investments in stocks of larger companies. For example, prices of these stocks are often more

volatile than prices of large-capitalization stocks. In addition, due to thin trading in some of these stocks, an investment in these stocks may be more illiquid than that of larger capitalization stocks.

Risks Associated with Investments in Private Companies: A Client may invest in private companies. Identifying and participating in attractive investment opportunities and assisting in the building of successful enterprise is difficult. There is no assurance that any private company will be successful. It is possible that there generally will be little or no publicly available information regarding the status and prospects of a private company. Each private company will be managed by its own officers (who generally will not be affiliated with the Client or the Investment Manager). Private companies may have substantial variations in operating results from period to period, face intense competition, and experience failures or substantial declines in value at any stage. Private companies may need substantial additional capital to support growth or to achieve or maintain a competitive position. Such capital may not be available on attractive terms. A Client’s limited amount of capital may not be adequate to protect a Client from dilution in multiple rounds of equity financings. The market for some of the private companies may be extremely volatile. Such volatility may adversely affect the development of private companies, the ability of the Investment Manager to dispose of a Client’s investments in private companies, and the value of a the Client’s interest in private companies on the date of sale or distribution by these companies. There can be no guarantee that an investment in a private company will result in a liquidity event via public offering, merger, acquisition or otherwise. Generally, investments in private companies will be illiquid and difficult to value, and there will be little or no collateral to protect an investment once made. At the time of an investment in a private company, such private company may lack one or more key attributes (e.g., proven technology, marketable product, complete management team, or strategic alliances) necessary for success. In most cases, investments will be long-term in nature and may require many years from the date of initial investment before disposition.

Growth Capital Investments: A Client may invest in growth capital investments. Growth capital is characterized by investments in companies that typically have a proven business model, but need capital to help facilitate growth. Growth capital is used by businesses to conduct geographic, product line or facilities expansion, as well as for working capital. Returns are largely generated based on the growth of profitability from the expansion and the increased attractiveness of a larger operation to potential acquirers.

Additional Capital Requirements of Private Companies: The amount of such additional financing will depend upon the maturity and objectives of the particular private company. Each such round of financing (whether from a Client and/or other investors) is typically intended to provide a private company with enough capital to reach the next major corporate milestone. If the funds provided are not sufficient,

such private company may have to raise additional capital at a price unfavorable to the existing investors. In addition, a Client may be permitted to make additional debt and equity investments or exercise warrants, options or convertible securities that were acquired in the initial investment in such private company in order to preserve a Client’s direct or indirect proportionate ownership when a subsequent financing is planned, or to protect a Client’s direct or indirect investment when such private company’s performance does not meet expectations. The availability of capital is generally a function of capital market conditions that are beyond the control of the Investment Manager or the private company. There can be no assurance that the private company will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source.

Digital Assets: Digital Assets are a relatively new asset class based on evolving early-stage technological innovations. Digital Assets are not legal tender and the value of Digital Assets is based on the perceived intrinsic value determined by the parties to a Digital Asset transaction. Digital Asset prices are affected by numerous factors, including limited supply, low liquidity of exchanges, concerns about perceived manipulation of the price and the safety of Digital Assets, market perceptions of the value of Digital Assets as an investment, a shifting regulatory landscape, political and economic uncertainties around the world, and the changes exhibited by an early-stage technological innovation. A central risk of trading in Digital Assets is the rapid fluctuation in their market prices. Digital Asset prices have been and may in the future be subject to periods of extreme volatility. While volatility can create profit opportunities for a Client, it can also create the risk that historical or theoretical pricing relationships and predicted valuation fluctuations will be disrupted, causing a Client to incur significant losses on its Digital Asset investments. The valuation of the Client’s investments in Digital Assets may be subject to considerable uncertainty due to the novel nature of the Digital Assets in which a Client may invest and the lack of centralized pricing sources for Digital Assets. Such uncertainties could have an impact on the value of an investment in a Client should judgments by the Investment Manager as to proper valuations prove incorrect. Furthermore, the markets for certain Digital Assets may have limited or unpredictable liquidity, which could make it difficult for a Client to sell Digital Asset investments at or near their perceived values, particularly during periods of stress. The inability to dispose of Digital Assets in a timely fashion at market value could result in losses for a Client. Digital Assets rely heavily on complex information technology and communications systems to properly function. Most Digital Asset networks are based on cryptographic, algorithmic protocols that govern the peer-to-peer interactions between users of the relevant network. The networks underlying several Digital Assets operate based on an open-source protocol maintained by a group of uncompensated volunteer developers. Consequently, there may be a lack of financial

incentive for developers to maintain or develop the network, and the developers may lack the resources to adequately address emerging issues with the relevant Digital Asset protocol. There can be no assurance that the core developers of a Digital Asset network will continue to be involved in the network, or that new volunteer developers will emerge to replace them. To the extent that material issues arise with a Digital Asset protocol, including flaws, bugs or cybersecurity vulnerabilities, and the developers are unable or unwilling to address the issues adequately or in a timely manner, the Digital Asset may diminish in value or become worthless. In addition, several Digital Assets rely on decentralized participants to operate the Digital Asset network through verifying transactions in Digital Assets on an ongoing basis. The failure of decentralized participants to continue to maintain a network by verifying Digital Asset transactions may result in the relevant Digital Asset losing value or becoming worthless. Any individual developer can propose amendments to the source code through one or more software upgrades that alter the protocols and software governing the network. If market participants perceive that a software upgrade may have a negative impact on the availability of, or their ability to transact in, the relevant Digital Asset, they may lose confidence in the sustainability of the Digital Asset economy, which could adversely impact the value of Digital Asset investments. Furthermore, if a substantial number of users disagree that a proposed update should be implemented, a “fork” in the public blockchain (i.e., the public transaction ledger of the relevant Digital Asset network) could develop, effectively resulting in two different networks. This type of “fork” could limit the number of market participants and may adversely affect the price of the relevant Digital Asset. The digital nature of Digital Assets and Digital Asset exchange markets makes them attractive targets for theft, hacking, cyber-attacks and data breaches. For example, Digital Asset networks may not be immutable and thus the transaction records thereon are subject to the risk of being altered. Additionally, access to Digital Assets is generally dependent on the possession of a unique private key relating to the local or online digital wallet in which the Digital Asset is held, and that private key may not be capable of being restored if lost. Any such cybersecurity event or loss of a private key with respect to a Digital Asset in which a Client is invested could result in immediate and irreversible loss for a Client. Even a minor cybersecurity event impacting a Digital Asset is likely to result in downward price pressure on such Digital Asset and potentially other Digital Assets. Many Digital Asset exchanges, along with other intermediaries, custodians and vendors used to facilitate Digital Asset transactions, are relatively new and largely un- or under-regulated. As a result, they may be more exposed to theft, fraud and failure than established, regulated exchanges and intermediaries for other financial instruments. Furthermore, the custody systems utilized for purposes of safekeeping Digital Assets are still evolving and may now or in the future contain undetected errors, software flaws or vulnerabilities, which may only be discoverable after a failure in such a system. While certain Digital Assets may be traded through one or more exchanges of varying quality, Digital Assets as a class do not have a central marketplace for exchange. The opaque nature of the underlying or spot market poses,

among other things, asset verification challenges for market participants, regulators and auditors, which increases the risk of manipulation and fraud. Any financial, security or operational difficulties experienced by Digital Asset exchanges or intermediaries may result in an inability of a Client to recover money or Digital Assets being held by the exchange or intermediary. In addition to such failure risks, investments in Digital Assets are subject to transaction fees, including fees paid to Digital Asset “miners” (i.e., parties that process Digital Asset transactions and record them on a particular Digital Asset network). Such transaction fees are often higher than the transaction fees associated with investments in other financial instruments. Furthermore, such transaction fees are subject to market forces and it is possible that such transaction fees may increase substantially during periods of market stress. Further, several companies and financial institutions (including banks) may provide support to a Client related to the buying, selling, and custody of Digital Assets. To the extent service providers no longer support a Client or cannot be replaced, a Client’s Digital Asset investments may be adversely affected. Conflicts of Interest. Magnetar and its principals, partners, and employees will confront various actual and potential conflicts of interest in the course of managing the Clients. Conflicts may arise with respect to, among other things, the allocation of costs and expenses between Magnetar and Clients, the valuation process, allocation of investment opportunities, management fees and/or incentive fees and allocations relating to different Clients, outside business activities (including, but not limited, to board memberships) and allocation of time, resources and duties of Magnetar principals, partners and employees, including, without limitation, in connection with sponsoring SPACs, selection of service providers and personal trading and private investments. Such conflicts of interest can have adverse consequences to the Clients. As part of Magnetar’s compliance program, Magnetar maintains policies and procedures designed to identify and manage these conflicts of interest. Please see the discussion in Item 11 for additional information on certain conflicts of interest that exist in the structure and operations of Magnetar’s and the Clients’ business. The foregoing risk factors are provided for illustrative purposes only and are not intended to be exhaustive or a complete description of the risks associated with an investment in a Client. A detailed description of the risks associated with Magnetar’s investment program and an investment in a Client — including risks relating to a Client's specific investment strategy, portfolio construction, tax considerations, regulatory status, and structural terms — is included in the offering, governing documents and/or separately managed account agreement for the various Clients, copies of which are provided to perspective investors and should be carefully reviewed prior to investing.

Magnetar Asset Management LLC is a multi-strategy alternative investment management firm and it sub-advises registered investment companies under the Investment Company Act of 1940, as amended. Magnetar Capital Partners LP is the sole member of Magnetar Asset Management LLC. The general partner of Magnetar Capital Partners LP is Supernova Management LLC. Supernova Management LLC is owned by David Snyderman, Ross Laser and Alec Litowitz. Effective October 24, 2022, David Snyderman was appointed Chief Executive Officer of Magnetar. The personnel who provide advisory services on behalf of Magnetar Asset Management LLC are subject to Magnetar’s policies and procedures in addition to a supplemental manual for sub-advising registered investment companies. Magnetar or an affiliate serves as the general partner of certain limited partnerships of which it also serves as investment adviser. Such an arrangement may create a conflict of interest. Magnetar and Magnetar Asset Management LLC may at times take oppositional positions in certain investments pursuant to its investment mandates and/or pursue co-investment opportunities as permitted by applicable law. This may give rise to conflicts of interest. Magnetar has policies and procedures including review processes and allocation policies to manage such conflicts. Neostellar Advisors LLC, an investment adviser separately registered with the SEC and an affiliate of Magnetar, serves as the external investment manager to Neostellar Capital Corp. (formerly SuRo Capital Corp.), a publicly-traded business development company. Neostellar Advisors LLC is a separate legal entity from Magnetar and maintains its own registration and compliance program; certain Ventures investment personnel, however, are shared between Neostellar Advisors LLC and Magnetar. To the extent the activities of Neostellar Advisors LLC's, including those involving shared personnel, create actual or potential conflicts of interest with Magnetar's Clients such activities will be subject to review by Magnetar's Compliance Department. Erik Falk, Head of Strategy at Magnetar, has joined the Board of Directors of Neostellar Capital Corp.

Magnetar’s COE generally prohibits its employees from personal trading in certain securities, with exceptions in certain limited circumstances, with the consent of the Chief Compliance Officer or the General Counsel, where the purchase of securities will not disadvantage any Magnetar Clients; for accounts in which an employee does not have investment discretion; and in some securities such as U.S. government securities, mutual funds and exchange-traded funds based on a broad stock market index. Under Magnetar’s COE employees must report personal securities transactions on at least a quarterly basis and provide Magnetar with a detailed summary of holdings over which the employees have a direct or indirect beneficial interest. In addition to personal trading requirements, the COE includes (among other things): Requirements Related to Confidentiality Limitations, and Reporting of, Gifts and Entertainment Pre-Clearance of Political Contributions Pre-Clearance of Outside Business Activities A copy of Magnetar’s COE is provided to any investor or prospective investor, upon request. Confidential Information. In the course of providing investment advisory services, Magnetar may come into possession of material, nonpublic and other confidential information which may limit Magnetar’s ability to direct the purchase or sale of certain investments. For example, Magnetar may enter into a confidentiality agreement, or an employee of Magnetar may serve as a director of a creditor committee with respect to companies whose securities may be purchased or sold on behalf of the Clients. At times Magnetar, in an effort to avoid investment restrictions with respect to the Clients, may elect not to receive information that is available to other market participants or counterparties. If a Magnetar employee obtains material non-public information with respect to any company, Magnetar may be prohibited for a period of time from engaging in transactions on behalf of some or all its Clients with respect to the securities of such company, which may have an adverse effect on such Clients. While Magnetar has designed and implemented policies and procedures reasonably designed 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. FOIA/Public Disclosure.

As a result of the U.S. Freedom of Information Act (“FOIA”), any governmental public records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement, Magnetar, investors in the Funds or any of their respective affiliates could be required to disclose information relating to a Fund, or their affiliates, and/or any entity in which an investment is made, which disclosure could, for example, affect such Fund’s competitive advantage in finding attractive investment opportunities. In addition, the identity of and certain information regarding investors in the Funds, such as public pension plans and listed investment vehicles could be subject to public disclosure requirements. The amount of information about their investments that is required to be disclosed has increased in recent years and that trend is expected to continue. To the extent that disclosure of confidential information relating to the Funds, or their portfolio investments results from interests being held by public investors, the Funds could be adversely affected. Securities in Which Magnetar has a Material Interest. Magnetar may cause a Client to engage in “principal transactions” (including swaps), which are trades in which a Client buys securities for its own account from, or sells securities for its own account to, Magnetar or any affiliate of Magnetar. However, Magnetar will not cause a Client to engage in a principal transactions without approval by either the Client’s investors, the Client’s advisory committee or its equivalent, or, if no such committee exists, an independent professional acting as representative of the investors in the Client. Certain Investor Rights. Magnetar believes that certain investors in Clients have extensive experience and expertise investing in venture capital investments. In particular, Magnetar has agreed that a certain investor, in light of the size of its investment in the Client and experience and expertise in venture investing, shall have the right to review potential investments alongside Magnetar and to elect to exclude potential investments from the Client’s portfolio. To the extent such investor so elects, Magnetar will cause this particular Client not to make such investment. Given that Magnetar will comply with such investor’s elections, there may be a conflict of interest between Magnetar, the Client and such investor, particularly in light of the fact that such investor has no fiduciary duty or other duty to this particular Client, and may act in its own best interests in connection with its exercise of these rights. Further, it is possible that any investment rejected by such investor ultimately would have been a profitable investment for such Client. Accordingly, the Client’s decision not to participate in an investment could reduce returns of such Client. Allocating Investment Opportunities; Investing in the Same Securities. Magnetar’s Clients may have similar investment objectives, and some investments may be appropriate for more than one Client. Magnetar generally intends to allocate investment opportunities that may be appropriate for Client accounts in a manner that is fair and equitable to all Clients over time taking into account the different investment mandates and investment strategies applicable to such Clients, current investment positions of a Client, the relative capitalization and cash availability of a Client, investment time horizon, leverage ratios and other considerations. Additional criteria that may affect allocation policy are available capital ramping,

liquidity, tax, and risk profile. Investment decisions for Clients will be made with a view to achieving their respective investment objectives after consideration of the abovementioned factors. In some cases, a particular investment may be bought or sold for one or more but fewer than all Clients, or may be bought or sold in different amounts and at different times for only some of Magnetar’s Clients. Consistent with its allocation policy, Magnetar may determine that an investment opportunity should be allocated to some but not all of the Client that it manages. Decisions as to whether and how to allocate investment opportunities involve numerous factors, some of which are subjective. Accordingly, situations may arise in which certain Clients managed by Magnetar participate in investment opportunities that, for various reasons, were not pursued by, or available to, other Clients. These reasons can include, for example, in addition to those set forth above, whether a Clients investment strategy specifically targets investment in such assets (and in certain cases may receive priority over other Clients that may invest only on an opportunistic basis), the investment time horizon, leverage ratios and other considerations determined by Magnetar in its discretion. Allocation determinations can be especially impactful for certain types of investment opportunities that may be inherently limited in nature, including allocations of thinly traded securities, privately offered securities, initial public offerings, secondary offerings, private investments in public equity (“PIPEs”), and securities related to SPACs. For example, SPAC securities are allocated in a manner such that Clients that identify the trading of SPAC securities as a specific investment strategy in their governing documents will have priority to invest in SPAC securities up to their target allocations. However, other Clients whose governing documents permit investing in SPAC securities but do not identify the trading of SPAC securities as a specific investment strategy, will be limited to opportunistic allocations made after those with target allocations have received these securities (and thus may not receive any allocation). Magnetar, its affiliates, or employees of either Magnetar or its affiliates may trade in the same securities traded by Magnetar’s Clients, which may create certain conflicts of interest. Magnetar has imposed restrictions on all Magnetar personnel with respect to transactions for their own accounts and has policies and procedures designed to prevent such personnel who have information regarding Magnetar’s transactions or proposed transactions on behalf of Clients from trading for their own accounts on the basis of such information. Clients Transacting in the Same Securities. A particular investment may be bought for one or more Clients when one or more other Clients are selling the investment. In this case, upon the approval of Magnetar’s Chief Compliance Officer or another compliance officer, Magnetar may cause the respective Clients to enter into “cross trades,” which are the purchase of securities from, or the sale of securities to, one Client to another Client managed by Magnetar, when Magnetar believes such transactions are appropriate and in the best interests of the Clients. In the event Magnetar wishes to reduce the investment of one or more of such Clients in a security and increase the investment of one or more other Clients in such security, it may effect such transactions by directing the transfer of the securities between Clients. Any incremental costs and expenses associated with any such purchase or sale will be borne by all such Clients on a pro rata basis.

Purchases or sales of the same investment may be made for two or more Clients on the same date. In this event, these transactions will be allocated among Clients in a manner deemed by Magnetar to be fair and equitable to each Client over time. Magnetar has established policies and procedures, and has implemented allocation methodologies within its order management systems, designed to assist in such allocations and assure their fairness, including the monitoring of such transactions by the Chief Compliance Officer or another compliance officer. If Magnetar decides to purchase or sell the same securities for several Clients at approximately the same time, Magnetar may, to the extent permitted by applicable law, but is not obligated to, combine or bunch such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among Clients of Magnetar and its affiliates differences in prices and commissions or other transaction costs that might have been obtained had these orders been placed separately. Under this procedure, transactions would be averaged as to price and transaction costs and would be allocated among Magnetar’s Clients (which may include persons associated with Magnetar and Clients in which persons associated with Magnetar have invested) in proportion to the purchase and sale orders placed for each Client account on any given day. This aggregation of orders would be expected, on average, to slightly reduce the costs of execution. In general, Magnetar will not aggregate orders if, in a particular instance, Magnetar believes that aggregation would cause a Client’s costs of execution to increase. If an order cannot be fully executed under prevailing market conditions, Magnetar may allocate the securities traded among different Clients on a basis which Magnetar considers equitable. Situations may occur in which Clients could be disadvantaged because of the investment activities conducted by Magnetar for other accounts managed by Magnetar. Co-Investments. Magnetar may, from time to time, make certain “co-investment” opportunities available to the underlying investors of the Clients that it manages, including proprietary accounts held by Magnetar and its affiliates and third parties, and has adopted a co-investment policy in connection therewith. Magnetar’s co-investment policy includes a “waterfall” of allocations which include allocations to a party which may add strategic value, certain existing investors in Clients that participated in the relevant trade per Magnetar’s general trade allocation procedures (which determination shall be based on factors in Magnetar’s discretion which may include whether such Client’s primary portfolio manager/team sourced the co-investment, assets under management with Magnetar and the ability to participate on a timely basis and on an “as is” basis). In order to align interests between investors and Magnetar, Magnetar and Magnetar’s principals, employees and consultants and affiliates receive the opportunity to take an allocation of each co-investment opportunity (which allocation may be increased if investors do not participate or take less than the amount offered). Magnetar will be subject to a conflict of interest in making investment allocation decisions and determining that the size of a particular investment opportunity exceeds the aggregate desired allocation of existing Clients, particularly in light of potential allocations to proprietary accounts held by Magnetar, its affiliates and their respective principals and employees. While Magnetar expects that participation by such proprietary accounts in co-investments will be on the same terms as investors in the Clients (other than with respect to any compensation payable to Magnetar and its affiliates), Magnetar has a conflict of interest in determining the co-investment

terms (including timing of purchases and sales) applicable to these entities and the terms applicable to existing Clients and co-investors. Magnetar also has substantial discretion in allocating coinvestment opportunities among investors in Clients and third parties. Given such discretion, many investors may not have an opportunity to participate in co-investments. Magnetar and its affiliates may receive fees, remuneration, or other benefits in respect of co-investment opportunities, and are not required to account to the Clients with respect to such benefits. Co-investors may also have greater access to information pertaining to the co-investment than other investors in the Clients. In addition, it is possible that a co-investor may be able to sell some or all of its interest in a coinvestment while the Clients retain (or are required to retain) its interest, such that the Clients remain at risk to the future performance of the co-investment while the co-investor has already liquidated its position. Investments by Magnetar Investors. Magnetar Investors may invest their personal capital in the Funds. Magnetar believes that this alignment of financial interest with our investors minimizes certain conflicts of interest that may arise. Magnetar Investors are, however, privy to more up-to-date information than are other investors. Also, as described in Item 5, in general, Magnetar Investors do not pay management fees and are not subject to incentive fees and allocations. In addition, potential conflicts may arise due to the fact that Magnetar Investors have investments in some Funds but not in others or may have different levels of investments in the various Funds. In order to mitigate this risk and conflict, Magnetar has implemented procedures designed to seek fair and equitable treatment for all Funds and to prevent conflicts from influencing the allocation of investment opportunities among the Funds. Secondments. In certain circumstances, Magnetar personnel may be seconded to portfolio companies in which Clients invest. Such services may include finance, accounting, operational support, data management and other similar services, including the sourcing of investments for a Client or other parties. Magnetar may receive compensation in connection with such services and whether such compensation may be retained or is rebated is determined by a Client’s offering documents, governing documents and/or separately managed account agreement. The salaries, benefits, overhead and other similar expenses for such personnel during the secondment could be borne by Magnetar and its affiliates or the organization for which the personnel are working or both. Affiliated Investment Managers. The Investment Manager may also invest a Client’s assets in investment funds, entities or other investments for which the Investment Manager or one of its affiliates (including proprietary accounts set up for the Investment Manager’s or its affiliates’ principals, partners and employees) serves as, or holds a financial interest (e.g., an equity interest or gross revenue share) in, the general partner, manager, investment manager or other similar entity (each, an “Affiliated Investment Manager” and each such investment fund, entity or other investment, an “Affiliated Investment Manager Fund”). For purposes of the foregoing, an affiliate of the Investment Manager shall exclude any collective investment vehicle managed by the Investment Manager or its affiliates so

long as the Investment Manager and its affiliates own less than 25% of the equity of such vehicle. Where the Investment Manager or an affiliate invests with Affiliated Investment Managers, this may provide the capital necessary for such Affiliated Investment Managers to start or continue their operations, thus making the Affiliated Investment Manager Funds available as potential investments for a Client. Alternatively, utilizing Affiliated Investment Managers may allow a Client to access a permitted strategy that would not be efficient for the Client to engage in directly. The Investment Manager or its affiliates will share in the fees earned by Affiliated Investment Managers in which they invest, or, where the Investment Manager or an affiliate is itself the Affiliated Investment Manager, directly receive fees. However, any net income associated with a Client’s investment into investment Affiliated Investment Manager Funds and allocable to the Investment Manager or its affiliates will be rebated to the Client at either the Fund level or the other entity level or waived at the other entity level. For example, if the Investment Manager or its affiliates have a 25% interest in the Affiliated Investment Manager, 25% of the net income earned by the Affiliated Investment Manager and attributable to the investment by the Client will be rebated such that if $100 were paid by the Client to the Affiliated Investment Manager and there were expenses of $50, then 25% of the remaining $50 (or $12.50 less taxes) would be rebated by the Investment Manager or its affiliates. Alternatively, the Investment Manager may elect to waive amounts at the Affiliated Investment Manager level. Despite any fee rebate or waiver, the investment of a Client’s capital may enable the Investment Manager to invest or contract with a new Affiliated Investment Manager who might (in the absence of the Client’s capital investment) not be willing to accept such investment or enter into such contract or might enable the Investment Manager or such affiliate to launch a new fund or strategy through the provision of Client capital. Further, the Client’s investment may make the Affiliated Investment Manager more attractive to other investors and thus increase the capital invested with such Affiliated Investment Manager Funds (and thus the fees earned by the Investment Manager or its affiliates). Finally, the Investment Manager’s dealings with such Affiliated Investment Managers (e.g., capital investment decisions, withdrawal decisions and fee negotiations) will not be conducted at arm’s length. Investments with Affiliated Investment Managers may be made by multiple Clients. Other Fiduciary Duties. As part of managing the Clients’ portfolios, Magnetar may try to secure the appointment of certain persons to the management or board of directors of a portfolio company, including with respect to SPACs. In so doing, Magnetar is likely to acquire fiduciary duties to the portfolio company and to the portfolio company’s other shareholders. These fiduciary duties may compel Magnetar to take actions that, while in the best interests of the portfolio company and/or its shareholders, may not be in the best interests of the Clients or the investors of the Clients. Accordingly, Magnetar may have a conflict of interest between the fiduciary duties (if any) that it owes to such company and its shareholders, on the one hand, and those that it owes to the Clients or the investors of the Clients, on the other hand. Employees of the Investment Manager who serve on boards of directors or advisory committees or in other management capacities at companies in which a Client invests, either directly or indirectly, may expose such employees, and by association the Investment Manager and the Client, to certain

limitations on the ability to trade the securities of the issuer company and certain conflicts of interest. Allocations to Joint Ventures. If the Investment Manager allocates Client assets to joint ventures, the Investment Manager may not have to bear the costs it would normally incur if it were to hire a trader or engage in trading directly, yet it will still earn its full fees on the allocated assets. Thus, the Investment Manager has a conflict of interest in determining whether to hire a trader as an employee or allocate assets to a joint venture manager. Trade Errors. Although Magnetar has procedures designed to minimize mistakes made in executing trades, trade errors may occasionally occur. Generally, Magnetar will seek reimbursement from broker-dealers for trade errors caused by the broker-dealers. However, Magnetar will not request or accept reimbursement from broker-dealers for losses resulting from trade errors caused by Magnetar. Magnetar attempts to minimize trade errors by promptly reconciling its daily prime broker reports with trades as recorded in its portfolio accounting system and its trade blotters. Magnetar also reviews past trade errors to assess whether a trade error was a result of a weakness in internal controls. If it is determined that a weakness in internal controls caused or contributed to the error, mitigating controls are established to rectify the identified control weakness. Trading errors are corrected so that the Clients will to the extent reasonably practicable be put in the substantially the same economic position as if the erroneous trade had not occurred. With respect to any trading error caused by Magnetar, all risk associated with such error shall be for the account of Magnetar. That is, any trading error-related losses are borne, and gains received, by Magnetar, except where such error is caused by a third party such as a broker-dealer or another market participant, in which case the loss may be borne by that third party. Employee Costs. Certain Funds, as described in their respective governing documents, shall bear their allocable share of the Investment Manager’s Employee Costs relating to non-trading internal personnel performing (i) legal activities related to the acquisition, monitoring or divestiture of the investments of a Fund and (ii) certain back-office and middle-office administrative activities (including but not limited to administration and support personnel focusing on regulatory compliance, legal, accounting, valuation, tax, investor relations, information technology and human resources) on behalf of such Fund. The Fund shall bear its share of Employee Costs of the foregoing employees even where a portion of their time is spent on matters unrelated to their main job functions. The Investment Manager shall have complete discretion to structure the terms of its personnel’s compensation as it determines appropriate, which may include different calculations or compensation amounts. In calculating the Employee Costs allocable to a Fund, the Investment Manager will have to determine, among other things, (i) whether an employee’s function is properly categorized as legal,

back-office or middle-office activity, (ii) whether an expense relating to such employee is properly categorized as an Employee Cost and (iii) whether all or a portion of such employee’s functions are performed on behalf of the Fund. The Investment Manager is biased in making such determinations since the Investment Manager directly benefits from not bearing Employee Costs allocable to a Fund. Employee Costs include the compensation of Investment Manager personnel who are involved in the determination of Employee Costs, which represents an inherent conflict of interest. Although the Investment Manager believes that the terms on which it provides services to a Fund are fair, the arrangements among the Investment Manager and a Fund involves inherent conflicts of interest. The Investment Manager uses Employee Costs charged to a Fund to improve various aspects of its business, including for purposes of developing its technology, data processing capabilities, investment models, information systems, risk management systems, and operations, as well as enhancing its recruitment and retention of personnel. Although such expenditures will be made in connection with the furtherance of a Fund’s investment objectives, such enhancements will also benefit the Investment Manager in respect of aspects of its business other than its management of such Fund. Investors may not participate in or benefit from such other aspects of the Investment Manager’s businesses. Employee Costs are paid to the Investment Manager without regard to overall performance of the Fund. Thus, Investment Manager employees will receive compensation while the Fund does not recognize any profits or may recognize losses. The Investment Manager’s policies do not prohibit the hiring of employees or retaining service providers who have familial relationships with current Investment Manager employees. The Investment Manager may hire persons who are related to other employees. In making personnel decisions relating to such hires, the Investment Manager will be faced with conflicts of interest in terms of the hiring decision, ongoing supervision and determining such employees’ compensation, certain of which is ultimately borne by the Fund as an Employee Cost. The Investment Manager and its personnel can be expected to receive certain personal benefits and/or “perks” arising or resulting from their activities on behalf of the Fund that will not otherwise be shared with the Fund or its investors. For example, airline travel or hotel stays paid by the Fund typically result in certain benefits such as cash rebates, “miles,” or credit card “points” under credit card loyalty/status programs. Such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to the Investment Manager’s personnel (and not to the Fund or its investors) even though the Fund will be bearing the underlying expenditures. The Investment Manager has conflicts of interest in determining the timing of charging Employee Costs, including whether to cause the Fund to pay the Investment Manager for estimated Employee Costs before the Investment Manager has paid such Employee Costs, and the amount charged to the Fund by the Investment Manager. If the Investment Manager anticipates causing the Fund to pay the Investment Manager for estimated Employee Costs prior to the Investment Manager’s paying such Employee Costs, the Investment Manager generally will pay such expenses promptly when due.

The Investment Manager will be required to choose between itself and a Fund in allocating expenses and liabilities. Employee Costs may also be shared among multiple Clients of the Investment Manager. The Investment Manager will track Employee Costs to be allocated. The allocation of Employee Costs among itself and Client accounts will involve the subjective judgment of the Investment Manager in determining whether and to what extent a Fund and/or other clients benefit from certain Employee Costs. The Investment Manager will face conflicts of interest in making such allocation decisions (due to paying such expenses directly or receiving reimbursement, due to internal investment in a particular account, differing performance compensation rates between accounts, differing expense structures between accounts or other reasons) and there may be alternative allocations that would also be reasonable. Allocations of Employee Costs will be based upon assumptions and estimates made by the Investment Manager, which may result in differing allocations of Employee Costs than would be the case if exact figures were employed. While the Investment Manager will allocate such expenses in good faith in accordance with its expense allocation policies and procedures, there can be no assurance that any Employee Cost will be allocated in a particular manner. It is anticipated that a Fund that bears Employee Costs will pay a higher proportion of the Employee Costs compared to other Clients that pay a flat management fee.

These services and characteristics may include, but are not limited to, the following in no particular order: • Commission rates charged by the broker or dealer and the ability to minimize overall execution costs to the Client; • Possible adverse market impact of the order and Magnetar’s view as to which broker or dealer is best able to handle the order with a minimum of adverse market impact; • Execution capability and expertise in the specific securities or sectors in which Magnetar seeks to trade;

Responsiveness;

Reputation for diligence, fairness, and integrity;

• Quality of research and investment ideas presented to Magnetar by the broker or dealer;

• Adequacy of trading infrastructure, technology and capital (financial responsibility); and • Ability to accommodate any special execution or order handling requirements that may apply to the particular transaction. The applicability of specific criteria 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 from among multiple brokers or dealers capable of effecting the transaction. In selecting brokers or dealers to execute transactions, Magnetar does not have an obligation to seek the lowest available transaction cost, but rather may consider all relevant factors, including those specifically addressed above, in selecting a broker or dealer and agreeing to a particular commission rate. In that regard, generally, Magnetar endeavors to negotiate the lowest “execution only” transaction cost in the context, and then negotiates an overall commission rate based upon a consideration of the services and characteristics listed above and the research and related services described below. Where best execution may be obtained from more than one broker or dealer, Magnetar and its affiliates may purchase and sell securities through brokers or dealers who provide research, statistical and other information, although the Clients may not necessarily, in any particular instance, be the direct or indirect beneficiaries of the research services provided. Research and related services, as defined by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended, are furnished by the broker or dealer providing execution services or by third parties and paid for by brokers or dealers and may include, but are not limited to: • written information and analyses concerning specific securities, companies or sectors;

market, financial and economic studies and forecasts;

financial and trade publications;

statistical and pricing services;

discussions with research personnel and consultants; and

• software, databases and other technological and technical services utilized in the investment management process. Magnetar generally intends to accept research and related services falling within the safe harbor for fiduciaries’ use of commissions arising from Clients’ portfolio transactions established by Section 28(e), although Magnetar may make use of certain research and related services that fall outside the safe harbor where this is not otherwise prohibited under the Employee Retirement Income Security Act of 1974, as amended, commonly known as “ERISA.” If services obtained by the use of commissions arising from investment transactions managed by Magnetar fall outside the safe

harbor, they will be limited to services that would otherwise be a direct or indirect expense of the Clients. Credits generated by Magnetar’s trading on behalf of the Clients may be used to pay for research provided to an affiliated advisor providing services to or for the benefit of the Clients, or vice versa, or Magnetar and affiliated advisors may transfer or exchange “soft dollar” credits between and among themselves. These arrangements will only be employed where Magnetar and the affiliate accrue “soft dollar” credits by serving the same accounts. It should be noted that when Magnetar uses Client brokerage commissions to obtain research and related services, Magnetar receives a benefit because it does not need to produce or pay for the research, products or services. In addition, Magnetar may have an incentive to select or recommend a broker or dealer based on its interest in receiving the research or other products and services, rather than on its Clients’ interest in receiving best execution. Brokers may refer investors to Magnetar, and Magnetar may accept investor referrals from brokers in appropriate circumstances. It should be noted that in these situations Magnetar receives a benefit because it will receive additional compensation if the Funds accept new investments. Magnetar utilizes multiple prime brokers. Magnetar reserves the right, in its sole discretion, to change or add prime brokers and/or custodians without prior notice to the investors in the Funds.

Accounts managed by Magnetar are reviewed periodically by business unit controllers, under the supervision of the Chief Financial Officer or her designee and indirectly by the Compliance Department, to ensure that the portfolio meets the investment criteria set forth in a Client’s offering, governing documents and/or separately managed account agreement and complies with Magnetar policy. On a periodic basis, Magnetar’s Investment Committee, Valuation Committee and Best Execution Committee each participate in reviewing transactions and positions in Client accounts to ensure that: • the transactions meet the investment criteria for the account and comply with Magnetar policy;

• the portfolio meets the investment criteria set forth in a Fund’s offering memorandum or the investment management agreements for the respective separately managed accounts, as applicable; and • in general, the portfolio complies with Magnetar policies regarding valuation and best execution. Magnetar or its administrator provides each investor in each Fund with periodic reports in accordance with the terms of the relevant offering and/or governing documents. These reports generally include a monthly report summarizing Fund performance and, to the extent the information is reasonably available, the net asset value of an investor’s shares and/or capital account; detailed annual audited financial statements; and necessary tax information, if applicable.

appropriate cases, proxies relating to securities in the account in accordance with Magnetar’s proxy voting policy. Magnetar may engage in “security lending” programs on behalf of the Funds, and will generally refrain from retrieving loaned-out securities for voting purposes. Magnetar may be unable to retrieve loaned securities for voting purposes even where it decides that voting loaned securities is desirable. In furtherance of Magnetar’s goal of voting proxies in the best interests of Clients, Magnetar monitors the potential for conflicts of interest with respect to voting proxies on behalf of Client accounts both as a result of personal relationships, significant client relationships, or special circumstances that may arise during the conduct of Magnetar’s business. If a proxy relates to an issuer with respect to which Magnetar has a conflict of interest, it will not vote the proxy on behalf of Client accounts until it has been determined that the conflict of interest is not material or a method for resolving the conflict of interest has been agreed upon and implemented. Methods that may be used to resolve material conflicts include:

disclosing the conflict to clients and obtaining their consent before voting;

• suggesting to clients that they engage another party to vote the proxy on their behalf; and • engaging a third party to recommend a vote with respect to the proxy based on application of the principles set forth in Magnetar’s proxy voting policy. Magnetar will maintain a written record of the method used to resolve a material conflict of interest. Investment adviser clients of Magnetar, or investors in the Clients, may request a copy of Magnetar’s proxy voting policy, as well as relevant proxy voting records, by making a written request to: Investor Relations c/o “Proxy Voting” Magnetar Financial LLC 1603 Orrington Avenue, 13th Floor Evanston, Illinois 60201