Two Sigma Investments, LP: investment adviser

Overdeck and Dr. Siegel currently serve as the Co-Chairmen of the General Partner (“Co-Chairmen”). Since March 31, 2025, Mr. Overdeck has also served as one of the Executive Managers. As of March 16, 2026, Dr. Siegel designated Seth Platt as his Executive Manager to replace Scott Hoffman, who resigned citing ongoing governance challenges since Mr. Overdeck’s return to the Management Committee. The Management Committee is heavily engaged with the Adviser’s senior executives regarding the Adviser’s investment management business. The Adviser provides discretionary advice to private investment funds, consisting of both commingled vehicles (including employees’ securities companies and funds that are only available to owners, and/or current or former employees of the Adviser and/or its affiliates) and funds of one, and separately managed accounts. The Adviser also provides discretionary advice as one of many sub-advisers to an investment company registered under the U.S. Investment Company Act of 1940, as amended (“Investment Company Act”) and as investment manager to a sub-fund organized in accordance with the European Union’s Undertakings for Collective Investment in Transferable Securities (“UCITS”). The private investment funds, separately managed accounts, investment company, and UCITS are referred to herein collectively as “Clients”, and each as a “Client”. The Adviser provides advisory services to Clients pursuant to the investment objectives and restrictions in each Client’s offering memorandum, investment management agreement, subadvisory agreement, prospectus and supplemental disclosure document or other governing documents, as applicable (“Applicable Governing Documents”). Clients may also enter into side letters or similar agreements with certain prospective or existing investors whereby such investors are subject to terms and conditions that are different and/or more advantageous than those set forth in the relevant Client offering memorandum or other agreement and which may be considered preferential. Other than any restrictions in the Applicable Governing Documents or such side letters, Clients have broad investment objectives and generally do not impose restrictions on investing in certain types of Instruments. The Adviser specializes in process-driven, systematic investment management using quantitative analysis to build mathematical strategies that rely on patterns inferred from historical prices and other data in evaluating prospective investments. These systematic strategies are implemented by employing various risk management, investment, optimization and execution techniques (collectively, “Techniques”). In addition to systematic strategies and Techniques, the Adviser

utilizes certain non-systematic and/or discretionary strategies and Techniques often based, at least in part, on quantitative analysis. In certain cases, the Adviser expects to rely primarily or solely on human discretion, including for the purpose of pursuing what are viewed by its investment professionals as opportunistic trade ideas or discretionary strategies. The Adviser provides advisory services with respect to a broad range of securities and other financial instruments, which include or may include U.S. and non-U.S. equity and equity-related securities, bonds and other fixed income securities, exchange traded products, debt instruments, futures, warrants, listed and over-the-counter (“OTC”) options, insurance-related instruments (including insurance-linked securities and reinsurance-related securities), SPACs, repurchase agreements, reverse repurchase agreements, swaps (of any and all types), convertible instruments, inflation protection instruments, mortgage and asset-backed instruments (including collateralized loan obligations), swaptions and other complex or exotic derivatives, currencies and currency contracts (including options, forwards and non-deliverable forward contracts), commodities, derivatives on virtual currencies and/or other digital assets, U.S. and non-U.S. money market funds, money market instruments, and other cash equivalents, and any derivatives or financial instruments that are hereafter created (collectively, “Instruments”). Due to the global nature of its activities, the Adviser receives certain support services from some of its subsidiaries that are organized as separate legal entities with their own personnel and applicable foreign licenses or registrations and whose primary activity is to provide services to the Adviser. The Adviser’s other affiliates engage in a wide range of investment and other financial activities, pursuing their own separate businesses even if in some instances they also provide certain services to the Adviser. For more information relating to the Adviser’s affiliates, please see Item 10 of this brochure. In addition, as part of its supervisory structure, the Adviser maintains committees that are assigned specific functions related to various aspects of the Adviser’s business. These functions and the membership, scope and/or existence of committees will likely vary and evolve over time along with the Adviser’s business and applicable regulations, and new committees may be established from time to time. For example, the Investment Review Committee (“IRC”) was formed in 2025 as an oversight body with cross-functional expertise to monitor and address investment management policies, decisions, and risks. As of January 31, 2026, the Adviser managed approximately $232,818,912,899 in client assets, all on a discretionary basis. The method used for determining the Adviser’s client assets is the same method used for determining the Adviser’s regulatory assets under management for purposes of Item 5.F of Form ADV Part 1A.

Currently, such fees have annualized rates of up to 4%, as described in each such Client’s Applicable Governing Documents (though, as noted below, such rates are higher or lower for certain investors in Clients). The Management Fees are generally payable monthly or quarterly in advance or in arrears, depending on the Client. The Adviser has waived the Management Fees for most Proprietary Funds (as defined below), and has reduced and/or modified the Management Fees for certain investors in other Clients, including for Proprietary Capital (as defined below), and may do so in the future. Similarly, the Adviser (and/or its affiliate, as applicable) has substituted the Management Fees in whole or in part with incentive allocations or incentive fees as agreed with investors in Clients and may do so in the future. Performance-Based Compensation The Adviser or its affiliate, Two Sigma Principals, LLC (“TSP”), serves as the general partner, member, allocation shareholder or similar entity, as applicable, of many Clients, and is entitled to receive performance-based compensation from certain Clients based on a share of capital gains or capital appreciation of the assets of a Client, in some cases as measured above an applicable benchmark. Performance-based compensation may be in the form of incentive fees paid to the Adviser, or an incentive allocation paid to TSP (“Incentive Compensation”). Incentive Compensation generally ranges from 12.0% to 42.5% of the net profits (in certain cases, above an applicable benchmark) for each calendar quarter or year. Incentive Compensation is generally subject to adjustment for unrecovered net losses (or underperformance relative to an applicable benchmark), subject to certain other adjustments and provisions. Where applicable, the Incentive Compensation is paid to the Adviser from such Client, or deducted from the Client’s account by the Client’s custodian, generally as of the close of each such calendar quarter or year. Incentive Compensation is allocated from investor accounts at Clients to the account of TSP following the Adviser’s instructions. The Adviser or TSP, as applicable, has waived the Incentive Compensation for all Proprietary Funds, and has reduced and/or modified the Incentive Compensation for certain investors in other Clients, including for Proprietary Capital.

Other Fees and Expenses Clients typically are responsible for their own operating and investment expenses, including: fees, costs and out-of-pocket expenses incurred in connection with the formation of a Client; external legal, auditing, accounting, administration, registered office, trustee, tax return preparation and other professional fees and expenses; fees and expenses of the Client’s directors, where applicable, including the costs associated with meetings; fees and expenses of the Client’s administrator; outof-pocket costs of the Client’s reporting to regulatory authorities; taxes, fees and governmental charges or filing fees (including foreign marketing registration and filing fees and expenses); fees and expenses of prime brokers, futures commission merchants, dealers, custodians, subcustodians, transfer agents and registrars; expenses of registering or qualifying securities and other investments; brokerage commissions and dealer collateral and other fees, charges, payments, expenses and other costs of trading, acquiring, monitoring or disposing of any investments of the Client (including, for the avoidance of doubt, exchange membership fees and expenses related to trading, acquiring, monitoring or disposing of any investments in preparation for an inflow or outflow of capital); research expenses, including fees and expenses of any third-party research, data, recommendations and/or services used by the Adviser in its investment decision-making process (e.g., in connection with the use, implementation and support of alpha capture systems and/or any other contributor platforms, including those developed by third parties, the Adviser and/or its affiliates); fees and expenses of valuation and/or pricing services and software; interest expenses; expenses of preparing and distributing reports, financial statements and notices to investors in the Client; litigation and other extraordinary expenses; certain insurance expenses (including fees for directors’ and officers’ liability insurance); and other expenses as detailed in the Client’s Applicable Governing Documents. Where applicable, Clients also pay their pro rata share of the expenses of the underlying investment vehicles in which they directly or indirectly invest. Please refer to Item 8 of this brochure for further discussion of conflicts of interest with respect to Client expenses. Please refer to Item 12 of this brochure for further discussion of the Adviser’s brokerage practices, including the use of soft dollars to pay for research.

For the avoidance of doubt, however, certain Proprietary Trading Vehicles include third-party capital and, conversely, certain Client Funds include Proprietary Capital. The Proprietary Funds often have the most attractive risk-reward profiles, utilize a higher degree of leverage than Client Funds and, in certain cases, utilize strategies and Techniques that have not been made available to Client Funds or, if they are available, Proprietary Funds place significantly greater weight on certain strategies and Techniques than Client Funds. Likewise, certain Client Funds utilize a higher degree of leverage than others, or utilize investment strategies and Techniques that generally are not offered to others. Further, Two Sigma affiliates (as well as their respective principals and certain personnel) engage in a wide range of investment and other financial activities, many of which are not offered to Clients. The Adviser or TSP, as applicable, has waived Management Fees for most Proprietary Funds and has waived Incentive Compensation for all Proprietary Funds, whereas certain Client Funds, and certain investors in certain Client Funds, have higher Management Fees and/or Incentive Compensation than others. Certain Conflicts of Interest Associated with Side-By-Side Management There are actual and potential conflicts of interest associated with side-by-side management of the Proprietary Funds and Client Funds that result from the organizational structure and operation of the Adviser and certain of its affiliates. The discussion below does not purport to be a comprehensive discussion of all such conflicts. Each Client’s Applicable Governing Documents contains additional information with respect to the actual and potential conflicts associated with an investment in such a Client. Please also see Item 10 of this brochure for more information regarding conflicts of interest relating to the Adviser’s affiliates. General The primary conflict for the Adviser from side-by-side management is the financial incentive to favor its own interests or those of Proprietary Funds above those of Client Funds in the allocation of investment opportunities, strategies, Techniques, human capital and other finite resources. The Adviser and its investment personnel have a greater incentive to favor Clients that are expected to contribute more, at least on a relative basis, to overall firm profitability (i.e., the earnings that accrue to the Adviser’s owners and certain employees from Management Fees, Incentive Compensation, the performance of the Proprietary Funds and/or other factors that are expected to contribute to the long-term success and enterprise value of the Adviser and its affiliates) (“Firm Profitability”).

The Adviser seeks to balance the following conflicts and challenges: (i) decisions related to the amount of Proprietary Capital invested in Clients and their allocations to trading vehicles; (ii) variation in the investment objectives and fee structures of Clients, which have a diverse and numerous investor base; (iii) allocating a large, diverse and complex set of strategies and Techniques between and among Clients; (iv) establishing weights and other implementation parameters for strategies and Techniques in a manner consistent with the investment objectives and restrictions of Clients; (v) allocating human capital and other finite resources; and (vi) a continuously evolving regulatory and commercial landscape. The Adviser is not and cannot be free from inherent conflicts of interest in balancing these and related considerations. Shared Research Platform The Adviser maintains a research and data platform that serves its investment activities on behalf of both Proprietary Funds and Client Funds, as well as for certain affiliates (“Shared Research Platform”), as opposed to maintaining a separately staffed team for each portfolio. Utilization of the Shared Research Platform creates conflicts of interest between and among Clients. Research and portfolio management personnel develop and refine strategies and Techniques (often via systematic processes) that are deployed within the Adviser (i) for Proprietary Funds alongside Client Funds, (ii) exclusively for Proprietary Funds and not Client Funds, or (iii) exclusively for certain Client Funds and not Proprietary Funds. In addition, certain affiliates of the Adviser may deploy these strategies and Techniques alongside the Adviser or exclusively. Research developed and/or utilized on the Shared Research Platform is often based on a representative, typically less constrained, portfolio that is configured to facilitate research and, in many cases, is not tailored to each of the specific portfolios in which it is implemented, which could result in suboptimal results in such portfolios. While the Adviser sets broad research objectives, personnel working on the Shared Research Platform have a potential conflict of interest to focus more heavily on research efforts that are more likely to result in benefits to Firm Profitability. The Adviser’s trading and portfolio management personnel have similar conflicts of interest as they participate in research, trading and portfolio management activities on behalf of Proprietary Funds and Client Funds. Notwithstanding the fact that the Adviser maintains the Shared Research Platform, certain strategies and Techniques will be used exclusively by certain Clients and/or affiliates, and will not be made available to other Clients that use the Shared Research Platform. This occurs, for example, with strategies that are more reliant on human discretion or research that is developed by dedicated personnel and is typically utilized exclusively on behalf of the portfolio(s) managed by such dedicated personnel. Similarly, certain business units of the Adviser and certain affiliates use research from the Shared Research Platform, but do not share their research on the Shared Research Platform. The Adviser retains full discretion to share, license, select, move, exclude, reweight or otherwise limit the use of strategies and Techniques across Clients and its affiliates (in each case, whether or not developed and/or utilized on the Shared Research Platform), as discussed in “Allocation of Systematic and Discretionary Strategies and Techniques” below. Please refer to Item 10 for a discussion of sharing arrangements between the Adviser and certain affiliates.

Allocation of Systematic and Discretionary Strategies and Techniques Through its extensive research, the Adviser has developed, and expects to continue to develop, strategies and Techniques that it believes could offer certain Clients meaningful excess returns but cannot be fully utilized by certain Clients or are not available to certain Clients (or any Clients). These strategies and Techniques generally include (i) certain lower latency, higher turnover strategies and Techniques, trading capabilities and related monetization modalities (i.e., the different modes the Adviser employs to monetize such lower latency, higher turnover strategies, which currently include distinct approaches to execution algorithms and infrastructure, brokers, trading venues and sources of liquidity), (ii) testing, incubating and/or trading a range of new asset classes, strategies and/or Techniques, which can be experimental and/or represent departures to varying degrees from approaches and methodologies that the Adviser has historically deployed on behalf of Clients (though, for the avoidance of doubt, such activity is also conducted within certain portfolios utilized by Client Funds) (“Experimental Strategies and Techniques”), and/or (iii) strategies and Techniques that cannot be fully utilized (or in some cases utilized at all) by certain Clients because of the investment objectives and restrictions of such Clients (as set forth in each Client’s Applicable Governing Documents), and/or because they have lesser capacity than can be optimally used in such Clients or they involve the use of monetization modalities that are less amenable to implementation for shared use among Clients. In some instances, the Adviser will choose to deploy strategies and/or Techniques differently (or not at all) for certain Clients, for example, with respect to specific Instruments, execution desks, monetization modalities, geographical regions, and tax-aware strategies. The Adviser also has the discretion to deploy any of these strategies and Techniques for certain Clients to trade any asset class using the Shared Execution Desk, a separate execution desk and/or any monetization modality. Proprietary Capital is invested in Proprietary Funds, Client Funds and other entities in which Clients do not participate. Proprietary Funds are often invested in the same underlying investment trading vehicles that are also utilized by the Client Funds (in most cases utilizing higher leverage). Strategies and Techniques employed for Proprietary Capital and/or certain affiliates may not be shared with Clients, in the Adviser’s sole discretion. In the future, the Adviser may, in its sole discretion and without notice to or consent from any Client or investor in such Clients, (i) add strategies and/or Techniques for utilization on behalf of any Client, (ii) remove strategies and/or Techniques from utilization on behalf of any Client without replacement or (iii) materially increase or decrease a Client’s exposure to any strategies and/or Techniques (whether or not such strategy or Technique was developed and/or utilized on the Shared Research Platform or by a dedicated portfolio management team). For the avoidance of doubt, the decisions listed above apply to strategies and Techniques used to generate investment forecasts for Clients, as well as strategies and Techniques that are used to inform portfolio optimization, trade execution and other key investment management-related decisions. Decisions Relating to Systematic Portfolio Management; Specialized Research Teams Subject to the oversight and control of the Adviser, portfolio managers are responsible for a variety of duties to oversee their respective portfolios. Among other things, portfolio managers monitor and adjust optimizer settings, including with respect to leverage, turnover, position limits, certain exposures and overall risk. Portfolio management decisions are often not themselves automated despite the highly automated nature of the Adviser’s investment process in which strategies and

Techniques are employed, and so a certain degree of subjectivity and diversity of practice is inherent in the Adviser’s operations. Portfolio managers also on occasion make tactical interventions to systematic investment processes, primarily for risk management purposes that vary by Clients’ investment objectives and restrictions. The portfolio managers are supported by a broader team of portfolio management personnel to whom certain of these activities are delegated, as well as by certain specialized research teams that perform various facets of portfolio research and make specific recommendations including with respect to optimizer settings and methodologies for model weights or other systematic portfolio management processes. Portfolio managers also seek to ensure compliance with Clients’ investment objectives and restrictions, primarily through their oversight of certain delegates. From time to time, in addition to performing research for the portfolios to which they are assigned, portfolio managers engage in research that is generalizable and/or extendible to various asset classes and/or portfolios, or that may be designed to more specifically benefit a particular portfolio other than the one(s) for which such portfolio managers are responsible. Likewise, the specialized research teams, as well as certain delegates of portfolio managers, are responsible for tasks regarding the Shared Research Platform and/or tasks of general applicability for the benefit of multiple Clients. Portfolio managers have day-to-day responsibility for, and discretion over, their respective portfolios, but they are increasingly reliant upon specialized research teams with deep expertise in key research areas (e.g., model weighting, portfolio optimization, risk modeling and factor exposure controls) due to the complexity of the Adviser’s strategies and Techniques. While the specific responsibilities of specialized research teams vary, these teams increasingly identify portfolio research innovations, develop methodologies to incorporate those innovations in applicable portfolios, and/or operate processes to implement portfolio changes based on methodologies that have been reviewed and approved by portfolio managers. At a more granular level, for example, certain specialized research teams determine strategy weights and systematically implement them for applicable portfolios based on general methodologies that were approved by portfolio managers. For certain portfolios less reliant upon systematic model weighting methodologies, portfolio management personnel play a more active role in strategy weighting processes. Other research decisions such as strategy allocation decisions are typically made on a portfolioby-portfolio basis though portfolio managers often do not separately analyze the simulation results of the strategy for all of the portfolios for which they have oversight responsibility. Strategy allocation determinations are also typically made without regard to the impact of such decisions on other portfolios (i.e., ignoring the fact that other portfolios may be trading the same or similar strategies). However, in certain situations, the Adviser has incorporated, and will in the future seek to incorporate, cross portfolio impact analyses into a number of these allocation and other decisions. Working closely with specialized research teams, portfolio managers tend to focus on the overall characteristics of the consolidated output of the strategies and the behavior and attendant risk exposures for their portfolio, instead of evaluating individual systematic strategies on a strategyby-strategy basis.

Certain Structural Conflicts Regarding Portfolio Management Operations and Activities The Adviser acts on behalf of its Clients when making portfolio management and other decisions on behalf of such Clients, such as when to make and liquidate investments, how much leverage to use and how much capital to allocate among underlying funds or trading vehicles, among other decisions. Clients that invest in the same underlying funds or trading vehicles in some cases have different liquidity terms with respect to such entities, including more frequent redemption dates and/or shorter notice periods. Certain Proprietary Funds have more frequent redemption dates and shorter notice periods than Client Funds invested in the same trading vehicles. Capital Allocation and Capacity Decisions The Adviser periodically reviews and assesses the amount of capital that can reasonably be allocated to its existing investment strategies. To make such capital allocation determinations, the Adviser considers several factors, including each Client’s investment objectives and restrictions, Firm Profitability, investor capital activity, current and projected market conditions, the development of new strategies and Techniques, leverage, and obtainable financing and other financial resources (both in absolute terms and on a relative basis between Proprietary Funds and Client Funds), tax implications, legal and/or regulatory requirements, cross portfolio impact and risk considerations. The Adviser recognizes that continued growth or reallocation of Proprietary Capital across Clients, as well as the higher amount of leverage that the Adviser can and often does elect to apply to Proprietary Funds, creates an increasing conflict of interest between Proprietary Funds and Client Funds, as the Adviser determines how much Proprietary Capital it will elect to invest in, or withdraw from, each of its trading vehicles and how much third-party capital it elects to accept from, or return to, investors going forward. The Adviser cannot be free from, and is not free from, conflicts of interest in making these elections, and shall be free to make such elections in its sole discretion. Trading and Execution; Use of Multiple Execution Desks Most Clients are set up in master-feeder structures and the vast majority of the investments made on behalf of Clients are made through investment trading vehicles managed by the Adviser. For the avoidance of doubt, discussion in this brochure of trading and execution for Clients generally refers to trading and execution for the trading vehicles managed by the Adviser. See Item 7 for more description of Client structure. The Instruments traded on behalf of each Client will involve substantial overlap with those traded on behalf of other Clients. However, such Instruments often will not be traded in the same way or at the same time on behalf of each Client. From the standpoint of each Client, simultaneous transactions in the same Instrument for different Clients tend to decrease the prices received, and increase the prices required to be paid, for their portfolio sales and purchases, as applicable. The Adviser maintains various trade execution desks, which utilize varying degrees of proprietary and third-party order and execution management algorithms, systems, technology and services. One of those desks facilitates the execution of orders on behalf of many Clients (the “Shared

Execution Desk”). The systems employed by the Shared Execution Desk seek to aggregate orders algorithmically and to ensure proper allocation of fills among the Clients that trade the same Instrument concurrently on the Shared Execution Desk, as discussed in more detail below. For the avoidance of doubt, the Adviser’s order aggregation and trade allocation policy described herein is only applicable to trades that are made concurrently on the Shared Execution Desk and does not apply to trades made on separate execution desks, which also handle a material amount of trading volume as compared to the volume handled by the Shared Execution Desk. As a general matter, the Shared Execution Desk routes orders in an automated fashion to a wide range of third-party venues (including “dark liquidity” venues). Notwithstanding the foregoing, traders retain broad discretion in the execution of orders and their ability to manually execute trades. In most cases of manual execution on the Shared Execution Desk, fills are allocated algorithmically in the same manner as indicated herein in respect of Instruments executed in an automated manner. Each trader’s discretion regarding execution of orders for Clients may change such that the discretion granted to the traders regarding Clients is broadened or narrowed and exercised differently for different Clients. In particular, market characteristics, trade characteristics, and/or operational limitations for a given Instrument will, in certain cases, result in traders on the Shared Execution Desk handling trades manually (rather than in a fully automated manner). The Adviser’s trade allocation policy applicable to the Shared Execution Desk is designed to: (i) provide, over time, a fair allocation of purchases and sales of Instruments among the various Clients, (ii) not systematically advantage one Client over another, and (iii) ensure compliance with appropriate regulatory requirements. The Adviser’s trade allocation policy is dependent upon the Shared Execution Desk’s order aggregation logic which determines whether to aggregate desired positions of the Clients based on certain time and size rules set by the Adviser in its sole discretion. As a result, from time to time, smaller orders will be disadvantaged and certain Clients will be advantaged over others with respect to the timing of order placement and fill quality received. With respect to the Shared Execution Desk, while the Adviser will monitor, review and may periodically modify its order aggregation and/or trade allocation logic in an effort to minimize the occurrence of these events, preferential allocations will occur, and it is not expected that such allocations will be reversed or otherwise changed. Such preferential allocations are not deemed by the Adviser to be trade errors. The Adviser generally seeks to aggregate the desired positions of Clients that are sent to the Shared Execution Desk concurrently. As a general matter, the aggregation logic seeks to aggregate goal positions of like order marking characteristics (i.e., sell, sell short, buy, and buy to cover) received concurrently by the Shared Execution Desk. In the event that multiple Clients (including Proprietary Funds) wish to buy, sell, buy to cover or sell short the same Instrument concurrently through the Shared Execution Desk, it is the Adviser’s intention to attempt to aggregate orders and allocate all filled orders and corresponding prices ratably, based on desired trade amounts and like order marking instructions determined at the time the aggregated order was created. Notwithstanding the foregoing, due to the diversity and complexity of the Adviser’s strategies, orders will be aggregated or allocated in many circumstances on a basis different from that specified above (or not aggregated at all) based on a variety of considerations. Examples of situations when orders are aggregated or allocated on a different basis (or not at all) include during unusual market conditions; to facilitate the execution of relative value, hedged or packaged

transactions or strategies; and to facilitate the execution of orders with specific instructions that are not conducive for joint execution. For certain Instruments and/or in certain situations, nonaggregated orders will be frequently executed on behalf of trading vehicles with substantial Proprietary Capital, and the overall volume of non-aggregated orders should be assumed to be material when compared to orders handled in an aggregated manner by the Shared Execution Desk. Notwithstanding the Adviser’s use of the Shared Execution Desk, the Adviser also employs separate execution desks. Separate execution desks trade on behalf of one or more portfolios and are used for a variety of reasons relating to the applicable portfolios and/or the Instruments traded. For example, in some cases, the Adviser uses separate execution desks on behalf of Clients that employ certain derivative and relative value strategies and/or discretionary strategies. Separate execution desks are used in these instances in part due to strategies and/or Instruments that can require more manual execution than those typically traded by the Shared Execution Desk. Separate desks often provide execution services for Instruments that overlap with Instruments traded by other execution desks, without aggregating orders across any other execution desks, and in each case the resulting trades are allocated entirely to the trading vehicle utilizing each such separate execution desk. Accordingly, trades via such separate execution desks are not allocated to portfolios concurrently trading the same Instrument in the same direction via the Shared Execution Desk. The separate execution desks currently do not use order aggregation and/or trade allocation logic, and they are not currently expected to do so even if utilized by multiple trading vehicles. Clients and investors therein should not assume that such separate treatment will be beneficial to any such Client. Certain separate execution desks process orders solely for Proprietary Trading Vehicles. Further, in some cases, separate execution desks can and do utilize trading personnel who are also assigned to the Shared Execution Desk and who have visibility into the trading by such execution desks. The Adviser has implemented monitoring controls in an attempt to mitigate certain conflicts of interest that may result from sharing trading personnel across execution desks, but there can be no guarantee that Clients will not be adversely affected by the varied responsibilities of such personnel. As described above, the Adviser only uses lower latency, higher turnover strategies for certain Clients and, in some instances, solely for Proprietary Funds. Some of these strategies generally rely on different forecasts, execution logic, venues, sources of liquidity, and pathways than the strategies and Techniques deployed on behalf of other Clients, many of which are not currently accessed by the Shared Execution Desk, and therefore those lower latency, higher turnover strategies use separate execution desks. Certain of these lower latency, higher turnover strategies utilize much of the same investment management research from the Shared Research Platform that is also used by many of the Clients which are not using such strategies. Lower latency, higher turnover strategies will frequently impact, to varying degrees, competition for and the price or amount of Instruments available to the Clients not using such strategies. Lower latency, higher turnover strategies are not always, but are often, housed in or executed through the Adviser’s affiliated broker-dealers (please refer to Item 10 of this brochure for a discussion of TSS and TSES, the affiliated broker-dealers of the Adviser).

Often, the use of a separate execution desk, in conjunction with shared investment management research and the use of affiliated broker-dealers, will result in the Clients using such lower latency, higher turnover strategies and/or affiliated broker-dealers receiving fills before the Clients not using such strategies, which will likely result in the Clients using such strategies and/or affiliated broker-dealers often receiving better executions than the Clients not using such strategies, or such fills having a materially adverse impact on the prices paid or received on transactions by a Client not using such strategies. The trading volume of these strategies handled by the separate desks is material when compared to the volume of trades handled by the Shared Execution Desk. In addition, the introduction of any new strategy, capability or execution method, either by the Adviser, one of its affiliates, or by another market participant, increases competitive effects and will often adversely impact the profit and loss capabilities of existing strategies and execution methodologies. Because certain strategies used by certain Clients have a shorter forecast horizon, use separate monetization modalities and/or trade through separate execution desks than similar strategies used by other Clients, it is likely that in many instances those Clients will buy (or sell) Instruments prior to or after the other Clients buying (or selling) the same or similar Instruments and thereby have a materially adverse impact on the prices paid or received by a Client on its transactions or the available liquidity in such Instruments. In certain cases, the Adviser will utilize personnel employed by one or more of its non-U.S. subsidiaries for trading and other services. Please see Item 10 of this brochure for more information and Item 8. “Methods of Analysis, Investment Strategies & Risk of Loss—Material Risks (Including Significant or Unusual Risks) Relating to Investment Strategies—Participating Affiliates” for additional details on certain potential conflicts of interest and risks associated with such arrangements. Additionally, please refer to Item 12 of this brochure for further discussion of the Adviser’s brokerage practices. Allocation of Certain Finite Resources Because of various legal, regulatory, risk management, operational and counterparty-related considerations, the Adviser is often required to manage the allocation of locates, stock borrow, financing (which is constrained by counterparty balance sheet, credit and risk considerations), position limit and reporting threshold capacity, and various other finite resources and/or to apply regulatory reporting, risk or counterparty-mandated limits across multiple Clients. The Adviser and its affiliates seek to apply a systematic and/or objective set of allocation rules and methodologies to manage certain of these finite resources; however, certain Clients will benefit from the allocation of these finite resources more or less than others (with no guarantee they will do so consistently for every such resource). These allocation rules and methodologies vary by, among other things, trading volumes, portfolio turnover, capital levels, leverage levels, risk exposures, market, asset class and/or monetization modality, and in some cases also account for investment objectives and restrictions and strategy-specific needs or requests. Clients that have greater trading volumes, capital levels, leverage levels and/or risk exposures will generally benefit more than other Clients. Such Clients tend to have substantial Proprietary Capital investment, resulting in Proprietary Capital benefiting from larger allocations of these finite resources under allocation rules and methodologies based on such factors.

In addition, allocation rules and methodologies often contemplate the potential for certain exceptions, which raise potential conflicts of interest. For example, the Adviser seeks to address unused position limit capacity by permitting portfolio managers to request and receive additional capacity beyond such entities’ standard allocation for specific Instruments, where position limit capacity of other entities for those Instruments is underutilized. The Adviser retains discretion to permit a requesting entity to continue to utilize this additional capacity beyond the period when it would otherwise be underutilized by other entities. Requests for additional position limit capacity have generally been made on behalf of portfolios that are less reliant on systematic investment processes and certain Proprietary Trading Vehicles. Total Return Swaps Certain Clients (including the UCITS) have entered into, or authorized the Adviser to enter into on behalf of each such Client, a total return swap with a swap counterparty (“Swap Counterparty”) that is designed to gain exposure to the total return of an underlying long/short portfolio of securities that is also managed by the Adviser (each such underlying portfolio, a “TRS Portfolio”). Strategies employed in respect of a TRS Portfolio are generally based on strategies of one or more other Clients organized as private investment funds. Accordingly, there is significant overlap in terms of strategies, Techniques and Instruments traded by such Clients. The Adviser provides multiple Clients with exposure to the same TRS Portfolio through a separate total return swap with the Swap Counterparty (all such Clients, “Swapholders”). As a result, multiple Clients will have exposure to the same TRS Portfolio through separate total return swaps with the same Swap Counterparty. Expenses of the TRS Portfolio will generally be attributable pro rata to each Swapholder through each total return swap. The Adviser and the Swap Counterparty will each enter into separate agreements with each Swapholder whereby such Swapholder is granted terms and conditions that are more advantageous than and/or different from those with other Swapholders and are considered preferential in relation to the applicable TRS Portfolio. Certain of these agreements also impact the trading of the TRS Portfolio for regulatory, tax or other contractual reasons, such as UCITS regulations and positions restricted from trading, which will adversely affect other Swapholders that have exposure to the same TRS Portfolio. In its sole discretion, the Adviser may also determine to waive or modify terms or conditions with a Swapholder without providing the same waiver or modification to other Swapholders. Additionally, capital activity related to changes in a Swapholder’s exposure to a TRS Portfolio can negatively impact the TRS Portfolio and, as a result, the performance of another Swapholder’s total return swap. Expenses Clients typically pay all of their own operating and investment expenses as described in Item 5 of this brochure. Expenses borne by one or more Clients could differ from the expenses borne by other Clients. Common expenses frequently are incurred on behalf of multiple Clients. The Adviser seeks to allocate those common expenses in a manner that is fair and reasonable over time. However, expense allocation decisions involve conflicts of interest (e.g., amount of Proprietary Capital invested; the effect of expense arrangements on a Client’s performance and thus Firm Profitability). The Adviser uses a variety of methods to allocate common expenses, including allocating the expense equally among applicable Clients, as well as methods based on assets under

management, relative use of a product or service, the nature or source of a product or service, the relative benefits derived by the Clients from a product or service, or other relevant factors. Nonetheless, the portion of a common expense that the Adviser allocates to a Client for a particular product or service often will require a subjective determination and might not directly reflect the relative benefit derived by the Client from that product or service in any particular instance. Market Intermediaries and Custodians The Adviser has leveraged its global relationships with certain Market Intermediaries and custodians to seek to negotiate more favorable terms, such as aggregate margin requirements, on behalf of Clients. While the Adviser will endeavor to equitably allocate these benefits to the Clients, at any point in time, some of such Clients, including Proprietary Funds or Clients that pay the Adviser higher performance-based compensation or fees, may benefit more or less than others due to a variety of factors, as discussed in “Allocation of Certain Finite Resources” above. See Item 12. “Brokerage Practices.” Insurance-Related Parties Clients may invest from time to time in insurance-related Instruments, including insurance-related Instruments that provide reinsurance, require Clients to bear management fees, performance-based fees, and other costs or expenses that are paid to, or otherwise generate economic benefits for companies or entities in which the Adviser’s principals hold a significant ownership interest or otherwise have an affiliation (such companies or entities, “Insurance-Related Parties”). Such fees and costs are in addition to, and not offset against, the Management Fees and Incentive Compensation payable by Clients to the Adviser. In the event a Client invests in insurance-related Instruments, the Adviser and its principals face certain potential conflicts of interest between their interests and the interests of the Client, including with respect to the selection, allocation, sizing, timing or disposition of such insurance-related Instruments, as well as with respect to the operation, underwriting, reserve setting and investment practices of the issuer of such insurancerelated Instruments (or such issuer’s subsidiaries and/or affiliates, or the contractual counterparties ceding reinsurance or other risk to such issuer, its subsidiaries and/or affiliates). Similarly, the corporate governance of the issuer of the insurance-related Instruments may be influenced directly or indirectly by Insurance-Related Parties. In addition, the Insurance-Related Parties include entities with large investments in certain Clients of the Adviser and thereby indirectly pay fees and incentives to the Adviser. These conflicts of interests may arise prior to Clients’ investment in the insurance-related Instruments, concurrently with it, or subsequent to it. As a result, Clients may take action or refrain from taking action, where it might not otherwise do so, and that may have a material adverse effect of Client performance. While the Adviser seeks to manage these conflicts consistent with its fiduciary duties and compliance policies, there can be no assurance that conflicts will be resolved in the Clients’ favor. Charitable Giving Activities The Adviser, its affiliates and their employees from time to time directly or indirectly engage in philanthropic activities unrelated to the business activities of Clients. These activities include, for example, charitable contributions, academic and/or research grants, sponsorships and offers of collaboration or assistance. For the avoidance of doubt, these activities are in no way intended to

influence any investor’s investment decision-making process, including any decision to invest or remain invested in any Client. To the extent that an investor, its affiliates, or any of their employees, directly or indirectly benefit from these philanthropic activities, it is the investor’s obligation to make such inquiry as it deems necessary to ensure that the acceptance of any such benefit prior to or after such investor’s investment in a Client does not violate such investor’s policies, or any law, rule or regulation applicable to such investor. Diverse Investor Group Investors in Clients have conflicting investment, tax and other interests with respect to their investments in the Clients. The conflicting interests of investors may relate to or arise from, among other things, the nature of investments made by Clients and the timing of disposition of investments. The Adviser currently factors U.S. tax implications into various decisions on behalf of certain trading vehicles utilized by Clients for the benefit of capital expected to be subject to U.S. income taxes invested in such trading vehicles (including Proprietary Capital). Decisions factoring U.S. tax implications in the investment program of such trading vehicles are likely to be either neutral or have an adverse impact on invested capital not expected to be subject to U.S. income taxes, which may in turn have a net effect of adversely impacting such trading vehicles and/or the Clients invested in such trading vehicles (particularly Clients primarily or entirely comprised of capital from investors not expected to be subject to U.S. income taxes). Such decisions could include placing position limits on certain Instruments and/or liquidating certain positions to realize capital losses. In addition, in managing the investment program of such trading vehicles, the Adviser may not be able to, or may choose not to, take into account all U.S. tax considerations that may be relevant for investors in Clients expected to be subject to U.S. income taxes. Investors in Clients should consult their own tax advisors as to the tax consequences to them of an investment in the Clients, which may not be appropriate for all types of investors.

Clients organized as private investment funds are generally organized in master-feeder structures wherein each feeder fund invests all or a portion of its assets into a master fund. Most master funds, and certain Clients not set up in master-feeder structures, then invest all or a portion of their assets into investment trading vehicles managed by the Adviser. Other than for cash management purposes, the vast majority of investment activities on behalf of the Clients are currently through the trading vehicles. Further, certain stand-alone funds and master funds invest, directly or indirectly, in commingled funds, trading vehicles and/or cash management vehicles. The structure of any given Client is described in further detail in the Applicable Governing Documents. With respect to Clients, initial and additional subscription minimums, if any, are disclosed in the Applicable Governing Documents referencing such Client. The Adviser is typically authorized to waive, reduce or modify such subscription minimums, subject to certain limitations in accordance with applicable law or regulation.

The investment strategies that the Adviser employs include the following: statistically-based strategies; merger (or risk) arbitrage; fundamentally-driven strategies; event-driven strategies; spread-based and long/short strategies; relative value strategies; volatility arbitrage and trading strategies; structured credit trading strategies; and contributor-based and sentiment-based strategies (e.g., strategies based on the Adviser’s proprietary alpha capture system). The specific strategies utilized on behalf of any given Client are described in greater detail in such Client’s Applicable Governing Documents. In general, the Adviser primarily uses quantitative mathematical models to implement its strategies and to seek to achieve the investment objectives of each Client. Such quantitative mathematical models are highly complex and rely on patterns inferred from historical prices and large amounts of financial and other data to evaluate prospective investments. These models are typically implemented using high-powered computers that generate buy or sell indications to assist the Adviser in the purchase and sale of Instruments. The Adviser also employs strategies and Techniques that focus more on fundamental analysis and research (rather than computer-based quantitative and technical analysis) and/or strategies that combine two or more types of analysis in varying degrees. Fundamental analysis and research explore, among other things, issuers, industries, current market and financial conditions and an understanding of the drivers of change within these areas. Such fundamental analysis and research are generated by internal personnel and substantial numbers of external investment professionals, data vendors, market participants, experts, other consultants to the Adviser and/or licensors as augmented from time to time by the Adviser. The Adviser has discretion to apply systematic mathematical formulae to such analysis and research, or to use such analysis and research alone, without further quantitative analysis to assist in the Adviser’s investment decision-making process. The Adviser has and expects to continue to authorize the sharing or discussion of certain investment ideas, theses, strategies or derived data, including as they relate to current holdings or strategies of the Adviser or Clients, with other investors, financial professionals or more broadly. Given the differences among Clients and their respective investment objectives and restrictions, the sharing or discussion of these investment ideas, theses, strategies or derived data by the Adviser may not reflect the forecasts and/or investment activity of all Clients. To the extent that other investors or financial professionals use such investment ideas, theses, strategies or derived data to

buy (or sell) certain Instruments while one or more Clients are buying (or selling) the same Instruments, there is potential for Clients’ returns to be impacted to varying degrees. Discretionary Strategies In addition to systematic investment strategies and the application of systematic strategies to human-driven fundamental research, the Adviser engages in various forms of discretionary and less-systematic methods of analysis and portfolio management on behalf of Clients that, while often aided by quantitative analysis, are typically based primarily or solely on human discretion. Discretionary strategies and Techniques utilized by Clients seek, among other things, to express views based on fundamental research, market sentiment, to take advantage of perceived or predicted events, opportunities or market conditions, and/or to help manage certain risks. Discretionary strategies and Techniques often rely on manual processes and do not benefit from the full range of tools and systems used by the Adviser for systematic portfolio management, risk management and trading. While the Adviser believes that discretionary strategies present certain opportunities, discretionary strategies and Techniques are more susceptible to certain risks, errors and/or behavioral biases that could adversely affect Clients. Certain of such strategies and Techniques are expected to be materially reliant on human discretion and in many cases will not utilize optimization processes and/or other systematic Techniques as described elsewhere in this brochure. While such strategies are often aided by quantitative analysis, the investment and risk management decision-making for such strategies is directly dependent upon human judgment. Discretionary decision-making will likely result in a different evaluation of the nature and magnitude of various factors that affect the value and risk of investments, as compared to a more systematic approach. There can be no assurance that such discretionary decisions will perform comparably with a more systematic process or that such discretionary decisions will not result in material losses. Further, the performance of discretionary strategies is dependent to a material degree on the individuals exercising human discretion. See “Reliance on Individuals.” In many cases, discretionary strategies, and the investment opportunities pursued by such strategies, will not be made available to all Clients due to, among other things, their dependence on the expertise of portfolio-specific personnel, mandate constraints, implementation challenges, regulatory considerations and resource limitations. In addition, the Adviser has previously opted, and may in the future decide, to make available certain discretionary strategies exclusively to certain Proprietary Funds while those strategies are newly deployed, or undergoing testing or incubation. See Item 6. “Performance-Based Fees & Side-by-Side Management—Certain Conflicts of Interest Associated with Side-by-Side Management—Allocation of Systematic and Discretionary Strategies and Techniques” for more information on the Adviser’s practices of testing, incubating and/or trading Experimental Strategies and Techniques with Proprietary Capital. Overview of Risk Management Risk management is an integral part of the Adviser’s investment process and maintaining a controlled overall level of risk is part of the Adviser’s objective in managing Client assets, though

there can be no assurance that risks will be effectively managed or mitigated. The Adviser generally seeks to control risk systematically through the use of its proprietary portfolio management and risk management systems and Techniques. However, the Adviser also employs certain non-systematic strategies to manage risk. Portfolio managers, working together with other personnel, evaluate various risks related to a given Client’s underlying portfolios and work to develop techniques for measuring, managing, and mitigating those risks. The Adviser’s Chief Risk Officer serves as an independent check on the risks taken across the platform and the Chief Risk Officer’s team runs various stress tests to measure those risks. As applicable, the Risk Management department liaises with the portfolio managers to understand and potentially mitigate sources of risk. Except where otherwise noted, the discussion of risk management processes below applies to the Adviser’s systematic strategies. In the case of systematic strategies, the Adviser primarily seeks to control risk for a given Client through a combination of strategy weightings, position limits, and other controls that are programmed into each optimizer, and seeks to mitigate unwanted risk and factor other risks into the decision-making process when deciding which positions to hold in a given portfolio. This process is generally automated, but remains under the oversight of the portfolio managers, the Adviser’s Co-Chief Investment Officers and the Chief Risk Officer (and their respective teams). The Adviser at times also employs certain manual, discretionary and/or non-systematic processes and/or methodologies to seek to manage certain risks. To seek to better control aggregate risk and to obtain efficiency in execution, multiple strategies are often traded together in combined, quantitatively-optimized portfolios within Clients’ systematic portfolios. Another goal of strategy weighting is to prevent any single strategy or set of strategies from unintentionally dominating a portfolio, although, for the avoidance of doubt, portfolios do employ heavily weighted strategies or sets of strategies in the Adviser’s discretion. The Adviser primarily relies upon the portfolio optimization process to determine such a portfolio’s “target goal position” in a given Instrument. The optimization process incorporates certain risk parameters and factors that, combined with other metrics, shape the final “target goal position” value. These risk constraints and metrics are developed, in part, in an effort to seek to ensure that the Client stays within its investment objectives and restrictions. When a Client’s systematic portfolio seeks to buy or sell an Instrument, the applicable optimizer measures certain known risks that would result from trading in such an Instrument and adjusts the target goal positions accordingly. An optimizer makes target goal position adjustments based on risks related to size, liquidity, sector exposure and certain other factors. Hedging trades can also be used as a mechanism to seek to limit or offset certain risk-taking orders generated by an optimizer on behalf of a Client. Additionally, at any given time, the strategies and Techniques employed on behalf of a Client may involve significant systematic and non-systematic risks. With respect to both systematic and discretionary strategies, portfolio managers, the Co-Chief Investment Officers and the Chief Risk Officer (and their teams) monitor risk on an ongoing basis, and the portfolio managers or the Co-Chief Investment Officers may take action. The Risk Management teams may also advise portfolio managers or the Co-Chief Investment Officers to take action, if unwanted risk is detected. Such actions could include reducing strategy weights, lowering optimizer risk limits, adjusting other optimizer parameters and/or managing exposure through trading including hedging. The monitoring and surveillance tools available include Value

at Risk (VaR) and similar calculations, stress-testing (based on both various historical and forwardlooking scenarios), forecast correlation and other metrics, and other risk factor measurements. The Adviser can vary the risk of a Client’s investments (and therefore, possibly, a Client’s returns), in part, by varying the manner in which, and/or the degree to which, a Client’s investments are hedged or leveraged, including through the use of equity index futures, exchange traded products, swaps or similar Instruments. A Client may, at times, maintain a substantial portion of its assets in money market Instruments and government securities (either directly or indirectly through a cash management vehicle) to assure, among other objectives, the Client’s ability to satisfy the various credit and other obligations incurred in connection with its investment activities. The Adviser generally seeks to manage each Client’s liquidity through its portfolio management systems and risk management activities in an effort to ensure that the liquidity profile of portfolio investments is consistent with a given Client’s withdrawal or redemption terms. In addition, the IRC has been delegated oversight and control over the investment decision-making process. The IRC reviews, among other things, key investment decisions, investment risk, and adherence to internal investment policies as such matters are brought to the attention of the IRC. The IRC draws upon the cross-functional expertise of its voting members who consist of senior management, investment professionals and control functions and who, with the requisite vote, can make or override investment decisions. Subject to the oversight of the IRC, portfolio managers and the Co-Chief Investment Officers manage the vast majority of day-to-day portfoliolevel investment decision making. Material Risks (Including Significant or Unusual Risks) Relating to Investment Strategies Complexity of Quantitative Strategies and Techniques Across Systematic and Discretionary Activities. The Adviser is fundamentally reliant on highly complex, automated processes to implement its quantitative strategies and Techniques across systematic and discretionary activities. A critical component of quantitative strategies and Techniques is the use and integration of complex research, involving, for example, financial data analysis and advanced mathematical techniques and calculations, as well as the development and deployment of complex computer systems. Although the Adviser seeks to develop and deploy such processes correctly and effectively, each individual task required to do so typically is itself complex and requires substantial specialized expertise, experience, and discretion. It is inevitable that not all desired and/or relevant actions will be implemented as desired by automated processes or through discretionary activities that are reliant on automated processes. Automated processes will behave in an unpredictable and/or ineffective fashion for many reasons, including due to Process Errors (as defined below), human error or discretion, the unavailability or inaccuracy of certain data (including as a result of employees or third parties inputting or generating incorrect or unanticipated data), and/or the failure of a technological dependency or other process at the Adviser, an affiliate, or a third party. The reliance on complex systems and quantitative strategies and Techniques exposes the Adviser to potential system vulnerabilities, which can result in material adverse effects on Clients. There can be no assurance that vulnerabilities will be identified or fully or timely addressed or that the Adviser will complete or integrate tasks or processes in an effective manner. Accordingly, the Adviser may be unable to deploy its quantitative strategies and Techniques as intended and an inherent risk of the Adviser’s quantitative strategies and Techniques is the potential for vulnerabilities to result in material losses for Clients.

Quantitative strategies and Techniques cannot fully take account of the complexity of the financial markets and may perform differently from their expected performance for many reasons. In particular, it is not possible for quantitative strategies or Techniques to take account of all applicable data or all of the factors that could affect the risks and returns of assets in which a Client may invest. The Adviser’s quantitative strategies and Techniques are highly reliant on the gathering, cleaning, culling, mapping and analyzing of large amounts of both market and nontraditional (i.e., alternative) data from third-party and other sources in the U.S. and other jurisdictions. The Adviser will use its discretion to determine what data to gather with respect to any strategy or Technique and what subset of that data the Adviser’s strategies and Techniques will take into account to produce forecasts that have an impact on ultimate trading decisions. The Adviser’s determinations, and the Adviser’s access to vendors and other sources of data, are subject to various legal, regulatory, geopolitical, risk management, operational, commercial and counterparty-related considerations and constraints. Vendors may adjust, degrade, limit, suspend, or choose not to renew the provision of data for a variety of reasons. Certain data or types of data will inevitably not be utilized in generating forecasts or making investment and trading decisions, and the data actually utilized in generating forecasts or making investment and trading decisions will inevitably contain a degree of inaccuracies and errors or otherwise be incomplete. Further, the Adviser is affiliated with certain data processors. While the Adviser believes there can be certain benefits associated with utilizing such affiliates, it is conflicted in the use of affiliated data processors, which could be less efficient or effective as compared to third-party data processors. It is especially difficult for the Adviser to take account of infrequent, unforeseen, or lowprobability events when designing and deploying quantitative strategies and Techniques. The effectiveness of a given strategy or Technique may decay over time and other behavioral characteristics of a strategy or Technique may change in an unpredictable fashion for reasons including an increase in the amounts of assets managed, an intentional or unintentional change in inputs or settings for the strategy or Technique, an intentional or unintentional change in a related system on which the strategy or Technique relies, or an increase or decrease in usage or sharing of the strategy or Technique (or similar strategies or Techniques) among the Adviser’s affiliates and their respective clients. These risks could cause certain Clients to suffer material, or even total, losses. The proprietary and third-party data centers, hardware and software used to implement the Adviser’s automated processes is inherently complex and reliant on complicated computer code and will from time to time have errors, omissions, imperfections, malfunctions and vulnerabilities (collectively, “Coding Errors”). Coding Errors in third-party data centers, hardware and software are generally entirely outside of the control of the Adviser and, in the case of proprietary hardware and software, are typically unintentional mistakes made in the normal course. While code, hardware and software can sometimes be improved as experience is gained, elements of the Adviser’s investment strategies are refined and markets change, they are subject to inherent limitations and there can be no assurance that the Adviser would be able to or would make any such improvements, even if analogous improvements are made in connection with other investment strategies deployed by the Adviser. Any inability or failure to make such improvements could have a material adverse effect on a Client. Although the Adviser maintains policies, procedures, testing, and supervisory structures that seek to identify and reduce the incidence and impact of Coding Errors, Coding Errors are inevitable and could cause software or hardware to function differently than intended or to cease functioning altogether, and could

compound over time. Coding Errors can and do occur and will result in unauthorized, unanticipated or unpredictable outcomes including, among other things, the execution of unanticipated trades, the failure to execute anticipated trades, the failure to allocate trades as intended, the failure to properly and timely gather, organize and/or process available or accurate data, the generation of incomplete, inaccurate and/or unintended model forecasts, changes to model or portfolio behavior, the failure to take timely risk-reducing actions and/or the taking of actions which increase certain risks, all of which can and do have material adverse effects on Clients. Coding Errors may also result from failures in oversight or intentional conduct (or misconduct), which may occur without the Adviser’s knowledge. For the avoidance of doubt, Coding Errors are generally not considered trade errors under the Adviser’s trade errors policy. See “Trade Errors” below. The Adviser utilizes artificial intelligence (“AI”), including machine learning, strategies, tools and techniques, including generative AI and large language models (collectively, “ML Technologies”) in its quantitative strategies and Techniques and to generate code for various strategies, Techniques and other investment-related components and platforms as well as for other parts of its business. The Adviser continues to evaluate and utilize emerging ML Technologies and capabilities, including ML Technologies capable of autonomous or semi-autonomous task execution and ML Technologies that may enable greater automation of certain investment-related, operational and administrative functions. ML Technologies are developed in whole or in part by the Adviser, its affiliates or third parties (including open source materials). The Adviser’s use of ML Technologies (as well as the use of ML Technologies by third parties from which the Adviser may purchase software or services) amplifies the risks and is expected to present additional risks faced by the Adviser and Clients resulting from the Adviser’s reliance on complex, automated processes, including risks of Coding Errors or other Process Errors. It is not possible or practicable to screen all available data, changes or actions incorporated into or reviewed by ML Technologies, and ML Technologies will sometimes generate incomplete, inaccurate and/or unintended outputs (e.g., code, data, actions) that could negatively impact the Adviser’s investment decisions, operations and other functions and result in losses for Clients. ML Technologies may also be subject to security vulnerabilities or exacerbate security vulnerabilities in other systems. ML Technologies are highly dependent on the data and other inputs used to “train” them (whether such inputs are incorporated through human intervention or as a result of systematic effects) and, as a result, are prone to error or manipulation. ML Technologies can also make it difficult or impossible to log, monitor or interpret their output and underlying logic for computations. ML Technologies can behave in undesired or unexpected ways and the effects of such behavior may compound over time, within workflows or across systems and have material adverse effects on Clients. It can be difficult or impossible to detect and/or remediate such behavior, or to implement controls for or improvements to ML Technologies. The Adviser typically does not oversee the development and ongoing monitoring of ML Technologies developed by third parties and will likely not be in a position to control the manner in which third-party ML Technologies are developed or maintained or the manner in which third-party services utilizing ML Technologies are provided. As a result, Clients will also be exposed to risks to the extent third-party service providers and/or counterparties of the Adviser or Clients use ML Technologies in their business activities. In addition, ML Technologies are evolving rapidly, and developments in the technologies, law and regulations may impede or hinder the Adviser’s ability to use ML Technologies, or expose the Adviser to increased risk of competition from other market participants, loss of intellectual property or other proprietary information, security vulnerabilities, and regulatory scrutiny.

Although many of the Adviser’s strategies and Techniques are reliant on technology and systematic processes, individuals regularly intervene in such processes. The Adviser exercises significant subjective judgment when intervening in systematic processes and throughout the development, implementation, and/or use of quantitative strategies and Techniques. The exercise of any subjective judgment or discretion when intervening in systematic processes is inherently unpredictable and subject to significant risk of error, and any such error could lead to unexpected outcomes that have a material adverse effect on a Client. In addition, the numerous processes developed by the Adviser and third parties to perform various functions (including processes related to data ingestion, code review, research, forecasting, portfolio construction, order execution, trade allocation, risk management, compliance, operations and accounting) will change over time. Process changes can and do often lead to unexpected outcomes, which can adversely impact one or more Clients. Certain process changes — for example, those implemented to streamline systems, address security or legal risks, or adapt to changes in law or regulatory guidance — could be made despite the Adviser’s belief that such process changes could or will have an adverse impact on one or more Clients. To the fullest extent permitted by rule, regulation, requirement or law, the Adviser reserves the right to make process changes in its sole and absolute discretion and without notice to or consent from Clients (or their investors), and process changes often will not be implemented for all Clients simultaneously. There can be no assurance that the strategies pursued or Techniques implemented will be deployed as intended or profitable for Clients. Strategies and Techniques could be more or less profitable for different Clients due to Coding Errors, other errors, vulnerabilities and/or actions taken by employees that are outside the scope of their employment (collectively, “Process Errors”). See “Reliance on Individuals” below. Given the complexity of the Adviser’s systems and process, Process Errors may be difficult or impossible to detect and even if detected, the Adviser may elect not to take corrective measures or could be unable to take corrective measures immediately or for all Clients simultaneously. Some Process Errors will go undetected for long periods of time and some will never be detected. The Adviser will also detect certain Process Errors and, in its sole discretion, could choose to delay the correction of such Process Errors or not address or correct the Process Errors at all. The Adviser will not perform a materiality analysis on many of the Process Errors it discovers. The complexity of the elements of quantitative strategies and Techniques, the interactions among such elements, and the complexity of the hardware and software used to implement such strategies and Techniques, make it difficult or impossible to detect the source of any weakness or failure in such elements and/or such strategies or Techniques before material losses are incurred. The ability of the Adviser to identify and correct Process Errors will depend on the diligence and expertise of particular employees, and there can be no assurance that the efforts of such employees in this respect will be timely, sufficient or successful. Clients (and investors therein) should assume that Process Errors and their ensuing risks and impact are an inherent part of investing with a process-driven investment manager such as the Adviser. Accordingly, the Adviser does not expect to disclose discovered Process Errors to the Clients or their investors. Statistical Measurement Error. Many of the strategies and Techniques employed by the Adviser rely on patterns inferred from historical prices and other data. Even if all of the assumptions underlying the strategies and Techniques were met exactly, the strategies and Techniques can only make a prediction, not afford certainty. There can be no assurance that the future performance will match the prediction. In addition, changes in underlying market conditions and/or market

practices can adversely affect performance and could require changes to such strategies or Techniques or the development of new strategies or Techniques. Use of Simulations. The Adviser analyzes Client performance and manages portfolios based on, among other things, simulated performance results from portfolio simulations that use historical and simulated data and take into account the size and trading activities of other Clients and of funds managed by certain other affiliates. The Adviser also uses simulations in its portfolio management activities. These portfolio simulations have inherent limitations. For example, these portfolio simulations are designed with the benefit of hindsight and do not represent actual trading; actual returns will be different from those of the simulations. In addition, Clients (and investors therein) should note that the interpretation of simulated results is an inherently subjective process, requires significant interpretation, and is ultimately based upon the knowledge, expertise and subjective beliefs about the workings of the strategies, Techniques and markets, and differing interpretations of any given portfolio simulation’s results are common. There can be no assurance that the future performance of any strategies employed by a Client will match any simulated performance results from portfolio simulations. Further, simulations are also used internally to represent strategy behavior and/or performance on an ongoing basis. In addition to the limitations discussed above, certain simulations are likely to imprecisely simulate actual activity. This occurs for various reasons, including due to the timing of data ingestion in simulations that differs from that of actual forecasting and trading activity. Certain portfolio management decisions may be based on these imprecise simulations, with or without knowledge of the extent to which the simulations are imprecise. The Adviser’s reliance on simulations can materially adversely impact Clients. Political, Social and Economic Uncertainty. Social, political, economic and other conditions and events (such as natural disasters, epidemics and pandemics, terrorism, wars, conflicts, economic sanctions activity, limitations on trade and social unrest) occur from time to time, and will likely continue to occur. Such events create uncertainty and have significant impacts on financial markets, exchanges, issuers, industries, governments, counterparties, service and data providers and other parties, systems, or providers to which Clients and the Instruments in which they invest are exposed. As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact are now more likely to have regional or even global effects and will, more frequently, adversely impact issuers and/or financial markets in other regions and countries, including the United States. These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat. The foregoing events and related uncertainty can result in or coincide with: increased volatility in the global financial markets; a decrease in the reliability of market prices and difficulty in valuing assets; greater fluctuations in currency exchange rates; increased risk of default (by government and private issuers, service providers and counterparties); inability to purchase and sell assets or otherwise settle transactions (e.g., a market freeze or disruption); substantial rates of inflation; recessions; depressions; difficulties in obtaining and/or enforcing legal judgments; further social, economic, and political instability (which can compound these effects); greater governmental and regulatory involvement in the economy, in financial markets or in social factors that impact the economy (e.g., the imposition of quarantines and/or travel restrictions).

Sustainability Risk and Principal Adverse Impact under the European Union’s Sustainable Finance Disclosure Regulation (“SFDR”). The Adviser utilizes a variety of methods and strategies to make investment decisions and recommendations for Clients and generally seeks to control risk systematically through the use of its proprietary portfolio management and risk management systems and Techniques. The SFDR defines a “sustainability risk” to mean an environmental, social, or governance event or condition that, if it occurs, could cause an actual or potential material negative impact on the value of an investment. It is not the Adviser’s practice to consider these sustainability risks as a distinct element of risk within its investment processes. Rather, portfolio managers, working together with other personnel, evaluate various risks related to Clients’ underlying portfolios and work to develop techniques for measuring, managing and mitigating those risks. To the extent that these or other sustainability risks are integrated into certain Clients’ investment decisions, they are typically integrated within the totality of events and conditions that inform investment decisions under the Adviser’s investment and risk management programs. Please see “Methods of Analysis and Investment Strategies” and “Overview of Risk Management” above for a broader discussion of, among other things, the Adviser’s efforts to systematically control risk. Clients subject to SFDR do not pursue sustainable investment mandates and do not promote environmental or social characteristics, in each case for the purpose of SFDR. Such Clients are therefore not subject to the disclosure requirements for products referred to in Article 8 or Article 9 of SFDR. For the same reason, such Clients are not subject to the requirements of the EU Regulation on the establishment of a framework to facilitate sustainable investment. Clients’ investments do not take into account the EU criteria for environmentally sustainable economic activities. In addition, the Adviser believes that the investment strategies utilized by Clients are not compatible with SFDR’s “principal adverse impacts” regime without disproportionate effort. Accordingly, the Adviser does not currently consider the principal adverse impacts (as contemplated by SFDR) of its investment decisions on sustainability factors. Assessment of sustainability risks is complex and may be based on data that is difficult to obtain, incomplete, out of date, or otherwise materially inaccurate. Moreover, the impacts following the occurrence of a sustainability risk may be numerous and vary depending on the specific risk and asset class. As is the case with political, social and economic uncertainty risks (see “Political, Social and Economic Uncertainty Risk” above), sustainability risks (as defined under SFDR) could cause an actual or a potential material negative impact on the value of an investment and, even when identified, there can be no assurance that any such risks will be effectively managed or mitigated. Cybersecurity. The use of electronic media and technology exposes the Adviser, its affiliates, Clients and their service providers, and their respective operations, to potential risks from cybersecurity attacks or incidents (collectively, “cyber-events”). While many business enterprises are subject to similar risks in their operations, these risks are particularly acute with respect to an investment in the Clients due to the Adviser’s and Clients’ fundamental dependence on technology. Cyber-events may include, for example, unauthorized access to systems, networks or devices (such as, for example, through “hacking” activity), infection from computer viruses or other malicious software code, and attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. Ransomware attacks, in which

malicious actors encrypt data and demand payment for its release, have become increasingly prevalent in the financial services industry and may also involve the exfiltration of sensitive data for purposes of extortion or sale. In addition to intentional cyber-events, unintentional cyberevents can occur, such as, for example, the inadvertent release of confidential information due to, for example, damage or interruption from computer viruses, network failures, computer and telecommunication failures, usage errors, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Any cyber-event could adversely impact Clients and their investors and cause Clients to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational damage, and additional costs associated with corrective measures. A cybersecurity breach could also result in the loss or theft of investor data. A cyberevent may cause the Adviser, its affiliates, the Clients or their service providers to lose intellectual property or other proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability to process transactions, calculate a Client’s net asset value, or allow investors to transact business), and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber-events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support Clients or their service providers. The Adviser and Clients rely on numerous third-party service providers and issuers of Instruments in which Clients invest. While the Adviser conducts diligence on service providers for purposes of its regulatory obligations, the Adviser and Clients ultimately cannot control the cyber systems and cybersecurity systems of third-party service providers or issuers. The risks of a cyber-event at a service provider may be difficult or impossible to detect or mitigate and could adversely affect the Adviser’s or a Client’s operations, even if the Adviser’s or Client’s own systems are not directly compromised. In addition, cyber-events affecting issuers of Instruments in which Clients invest could cause such Instruments to lose value. There may be an increased risk of cyber-attacks during periods of geo-political or military conflict and the nature of malicious cyber-attacks is becoming increasingly sophisticated. The rapid development and increasingly widespread use of artificial intelligence, including ML Technologies, could exacerbate these risks, including through the use of AI-enabled social engineering attacks such as deepfake audio or video impersonation. In addition, in connection with the services provided to a Client, an investor’s personal data will be subject to the Adviser’s privacy policy, will be shared with certain of the Adviser’s affiliates and will be transferred and/or stored in various jurisdictions in which such affiliates, a Client’s administrator or sub-administrator and/or their respective affiliates have a presence, including in jurisdictions that might not offer a level of personal data protection equivalent to the investor or prospective investor’s country of residence. Distributed Workforce. The Adviser has a “hybrid” work model, wherein generally employees work partly from Two Sigma offices and partly remotely. Remote work increases risks relating to cybersecurity, data protection, employee supervision, workforce engagement and cohesion of operations, which could negatively impact the Adviser and its Clients. The Adviser and its affiliates will endeavor to appropriately protect against the risks and will employ workplace policy arrangements designed to balance the benefits and potential drawbacks of remote work and a distributed workforce. However, there can be no assurance that the operations of Clients will not be adversely affected. Trade Errors. On occasion, errors occur with respect to trades executed on behalf of Clients. The Adviser has adopted policies and procedures reasonably designed to identify and resolve trade errors (as defined in the Adviser’s trade errors policy) in a timely and appropriate manner. Losses

resulting from such trade errors will generally be borne by the Client except to the extent provided in the Client’s Applicable Governing Documents. Accordingly, to the extent such trade errors occur, the Client and/or its returns may be materially adversely affected. The Adviser will have a conflict of interest in determining the cause of an error, whether the Adviser has satisfied the applicable standard of care and any remediation. When a trade error occurs, the Adviser will seek to ensure that the Client is treated in a manner that is consistent with policies and procedures, applicable law and the fiduciary duties owed to the Client. Unless otherwise required by a Client’s Applicable Governing Documents, the Adviser generally will not notify the Client (or the investors therein) that a trade error has occurred. Market Liquidity. One category of change that can potentially be extremely damaging to the market environment and a Client’s performance is a reduction in market liquidity for any of the Instrument classes in the Client’s portfolio. While a Client’s strategies will attempt to limit a Client’s positions based on the historical liquidity of the particular Instrument and similar Instruments, there can be no assurance that a market for any Instrument will remain sufficiently liquid to realize the current value of such Instrument. If the liquidity of a class of Instruments drops precipitously, broader adverse changes in the market environment, as described previously, may occur. Further, the liquidation of any such investments may be possible only at substantial discounts/premiums and such Instruments may be extremely difficult to value with any degree of certainty. Because there is often substantial (e.g., multi-billion dollar) overlap in the strategies employed by Clients, in the event of a liquidity crisis or other rapid market dislocation, portfolio risks may be substantially exacerbated by correlations that may exist among the portfolios of Clients and between such portfolios and those of funds managed by affiliated and unaffiliated fund managers. The Adviser may not have an adequate basis for accurately estimating correlations that might arise in a liquidity crisis, and any attempts to limit such exposures in its strategies may fail, resulting in material losses for Clients. Finally, if a substantial number of investors in a given Client were to withdraw from the Client and such Client did not have a sufficient amount of cash, such Client might have to meet such withdrawal requests through distributions of securities or other Instruments (which may include then illiquid securities) at a time that is potentially unfavorable to such Client or for withdrawing investors. See “Distributions In-Kind” below. Leverage. The Adviser employs substantial leverage on behalf of certain Clients, including for the purpose of making investments and/or to hedge a Client’s exposure to market risk. Leverage is achieved by borrowing funds from U.S. and non-U.S. brokers, banks, dealers and other lenders, and purchasing or selling Instruments on margin or with collateral. If a Client can no longer utilize margin or post collateral under such lending arrangements, such Client could be required to liquidate a significant portion of its portfolio, and trading would be constrained, adversely affecting such Client’s performance. Leverage is also achieved using options, futures, forward contracts, swaps and various other forms of derivatives and other Instruments with little or no margin deposit or collateral requirement, providing substantial implicit leverage. Relatively small price movements in these Instruments (and others) can result in immediate and substantial losses. The use of leverage creates special risks and may significantly increase investment risk. Leverage will create an opportunity for greater yield and total return but, at the same time, will accelerate and magnify declines in the value of an investment. Leverage will also increase a Client’s

exposure to interest and other costs. Any investment income and gains earned on investments made through the use of leverage that are in excess of the interest costs associated therewith may cause a Client’s net asset value to increase more rapidly than would otherwise be the case. Conversely, where the associated interest costs are greater than such income and gains, the net asset value of a Client may decrease more rapidly than would otherwise be the case. Additionally, meeting margin calls will adversely impact a Client’s liquidity position. If the value of such Client’s portfolio fell below the margin or collateral level required by a Market Intermediary, the Market Intermediary would require additional margin deposits or collateral amounts. If such Client were unable to satisfy such a margin or collateral call by a Market Intermediary, the Market Intermediary could liquidate the Client’s positions in the Client’s account with the Market Intermediary or for which the Market Intermediary is the counterparty and cause the Client to incur significant losses. The failure to satisfy a margin or collateral call, or the occurrence of other material defaults under margin, collateral or other financing agreements, could trigger crossdefaults under such Client’s agreements with other Market Intermediaries or other counterparties, multiplying the adverse impact to such Client. The Market Intermediaries and counterparties that provide financing to Clients can apply essentially discretionary margin, haircut, financing and collateral valuation policies. Changes by Market Intermediaries in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous times or prices. The amount and terms of financing, as well as changes thereto, will vary among Clients based on various characteristics including credit profile and investment strategy. Financing available to Clients and/or to the Adviser can also be impacted by a Market Intermediary’s assessment of various factors related to the Adviser or its affiliates, including risk profile, reputational health, governance, and other noninvestment considerations. There can be no assurance that such Clients will be able to secure or maintain adequate financing or favorable terms for such financing. Leverage Restrictions; Intra-day and Intra-Settlement Cycle Borrowing. Certain Clients are restricted from intentionally employing leverage for the purpose of magnifying investment returns. Notwithstanding such restrictions, counterparties may and do extend credit both intra-day and within settlement cycles to support such Clients’ trading activity. While such credit is not intended to increase a Client’s net notional exposure, differences in settlement timing may result in such an increase in exposure. As with the use of explicit leverage, there are risks associated with intra-day and intra-settlement-cycle borrowing of this sort, including, among other things, the failure or delayed sale of any Instrument by a Client may require direct borrowing to settle such Client’s outstanding trades to purchase other Instruments. Additionally, a Client’s trades may settle prior to payment, incurring interest expenses for any such delayed payment amount. Cross-Portfolio Impacts, including with respect to Deleveraging or Liquidation. Due to variations among Client investment objectives and restrictions, decisions made by portfolio management personnel on behalf of one Client could vary materially from the decisions made by portfolio management personnel on behalf of other Clients, including during times of market stress and during liquidation events. Because the Adviser employs the same or similar strategies and Techniques and often trades the same or similar Instruments on behalf of many Clients, the decisions made by portfolio management personnel on behalf of any individual Client are likely to have a material impact on other Clients. This impact is likely to be exacerbated during times of market stress and/or during liquidation events. For example, to the extent that portfolio

management personnel decide to liquidate or “deleverage” all or any portion of one Client’s portfolio for any reason, such liquidation or deleveraging is likely to adversely affect positions held by other Clients or such other Clients’ ability to liquidate or deleverage the same or similar positions, whether or not portfolio management personnel have made the decision to liquidate or deleverage such other Clients’ portfolios. In addition, there is no guarantee that the Adviser will choose to, or will be able to, liquidate or deleverage the portfolios of Clients simultaneously or in any orderly fashion. The Adviser will seek to address these and related potential conflicts of interest in accordance with the applicable fiduciary duties it owes to its respective Clients. For instance, depending on the circumstances that have contributed to the decision to liquidate or deleverage the portfolios of a Client and the Adviser’s belief about how such events will unfold, the Adviser may, in its discretion: defer to each portfolio manager and/or such person’s delegate, as applicable; restrict the coordination of such individuals across the Clients; or deliberately coordinate across the Clients for the purpose of seeking to mitigate overall impact. There can be no assurance that the Adviser’s chosen course of action will effectively manage or mitigate the adverse impact of such events on the Clients or that a different course of action would not have resulted in a better outcome for the Clients. Given the size and scope of the portfolios traded by Clients, the Adviser expects that it is unlikely to be able to liquidate or deleverage such portfolios in an orderly fashion, particularly during times of market stress and/or during liquidation events. Varying Liquidity Terms. Different Clients (including Proprietary Funds) that invest in the same underlying funds or investment trading vehicles have different liquidity terms with respect to such entities. Such differences include more frequent redemption or withdrawal dates and/or shorter notice periods. Under certain circumstances, therefore, investors in certain Clients, including Proprietary Funds, can redeem or withdraw from the applicable underlying fund or investment trading vehicle at times when the ability of investors in other Clients to redeem or withdraw is restricted. Accordingly, investors in certain Clients would not be positioned to respond to market developments and/or performance of the trading vehicles with redemption or withdrawal activity as quickly as investors in other Clients. Highly Volatile Markets. The prices of securities and other Instruments can be highly volatile. Price movements of Instruments in which Clients trade are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, which may cause all of such markets to move rapidly in the same direction. Clients are also subject to the risk of the failure of any of the exchanges on which its positions trade or of their clearinghouses and subject to the risk of failure of their counterparties in the case of OTC positions. Even if considered safe under normal conditions, such exchanges, clearinghouses or counterparties are nevertheless susceptible to failure, which could materially adversely affect Clients. Hedging. The Adviser will (directly or indirectly) employ hedging for certain Clients by taking long and short positions in related Instruments. Hedging against a decline in the value of a

portfolio position does not eliminate fluctuations in the values of such portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus seeking to moderate the decline in the value of such portfolio position. Such hedging transactions also limit the opportunity for gain if the value of the portfolio position should increase. In the event of an imperfect correlation between a position in a hedging Instrument and the portfolio position that it is intended to protect, the desired protection may not be obtained, and a Client will be exposed to risk of loss. In addition, positions that would typically serve as hedges could actually move in the same direction as the Instruments they were initially attempting to hedge, adding further risk (and losses) to the Client. Even in the case of Clients that are designed to seek market neutrality, the Adviser will weigh various considerations in determining the amount of hedging to employ. Among other things, the costs of hedging (e.g., the cost of borrow) any particular position or set of positions can be prohibitive, and therefore certain hedging transactions in some cases will not appear appropriate from a cost/benefit perspective. The Adviser may determine in its sole discretion not to hedge against certain risks. Certain risks cannot be hedged and it is not possible to hedge fully or perfectly against any risk. Short Selling. A Client’s investment program may include a significant amount of short selling. The profit or loss realized on a short sale will be the difference between the price received in the sale of a borrowed Instrument and the costs of borrowing the Instrument and purchasing an Instrument to cover the short position. A short sale therefore involves theoretically unlimited risk of loss, given there is no limit to the increase in the market price of the Instrument required to be purchased to cover the short position. In addition, the Instrument borrowed for short sale may be called by the lender, in which case the short seller may be forced to purchase the Instrument and close the short position at a loss. Further, some external traders may attempt to profit by making large purchases of an Instrument that has been sold short. The large purchases are intended to drive up the Instrument’s price and cause short sellers to incur losses. By doing this, the traders hope the short sellers will limit their losses by repurchasing the Instrument and thereby force its price even higher (a “short squeeze”). Similar risks are present when a Client’s investment program includes significant amounts of short exposure through the use of derivative Instruments. Merger Arbitrage. The most significant risk in merger arbitrage is that a transaction will be abandoned such that the value of securities purchased falls, resulting in loss of capital. This loss will be increased if the price of the shorted security (i.e., the acquiring company) rises as the deal is called off. Abandonment may occur for a number of reasons, including (i) regulatory or antitrust prohibitions, delays or restrictive conditions for approval of the merger; (ii) problems arising out of due diligence review; (iii) incompatibility of the managements of the two parties; (iv) incompatibility of strategies; or (v) a movement outside of the required price range in “collar” transactions. When a deal is not abandoned, there is still a risk of price renegotiation or a timing delay. Event-Driven Strategies. A Client may have investments in companies involved in (or the target of) acquisition attempts or tender offers or companies involved in work-outs, liquidations, spinoffs, reorganizations, bankruptcies and similar transactions. In these circumstances, there exists the risk that the transaction in which such business enterprise is involved either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to a Client of the security or other Instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not

occur, a Client may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which a Client may invest, there is a potential risk of loss by a Client of its entire investment in such companies. In connection with such transactions (or otherwise), a Client may purchase securities on a when-issued basis, which means that delivery and payment take place sometime after the date of the commitment to purchase and are often conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, reorganization or debt restructuring. The purchase price and/or interest rate receivable with respect to a when-issued security are fixed when a Client enters into the commitment. Such securities are subject to changes in market value prior to their delivery. Lack of Diversification. Certain Clients and trading vehicles will not be diversified across markets, industries, geographies, Instrument types, strategies and/or themes, and other Clients may not always be diversified across these factors. Typically, trading vehicles are less diversified than Clients, although generally Clients will achieve more diversification relative to a particular trading vehicle by investing in multiple trading vehicles. In other cases, certain Clients invest in a single trading vehicle that is not diversified. Those Clients will be exposed to more diversification risk as a result. Further, Clients are typically permitted to concentrate their investments in a few industries, issuers and Instruments in a specific geographic area. In particular, certain discretionary strategies often consist of concentrated investment portfolios. The negative impact on the value of the assets of any Client due to adverse movements in a particular economy or industry, or in the value of the securities of a particular issuer or Instrument, could be considerably greater than if a Client were not permitted to concentrate its investments to such a significant extent. To the extent that a Client’s portfolio is or becomes concentrated in a limited number of investments, such Client’s performance will not necessarily correlate with the performance of the markets on which Instruments held by the Client are traded. Any loss with respect to a portfolio Instrument in a concentrated portfolio could have a significant adverse impact on a Client. Derivative Risk, Settlement Risk and Credit and Concentration Risk of Market Intermediaries and Custodians. In certain circumstances, a Client will take on credit risk with regard to parties with whom it trades and will bear the risk of settlement default when investing in derivative Instruments or other OTC transactions. These risks differ materially from risks of exchange-listed transactions that generally are subject to clearing organization guarantees, daily settlement and segregation and minimum capital requirements applicable to intermediaries. Bilateral transactions entered into directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. By comparison, while cleared transactions benefit from these protections, they are additionally subject to the counterparty risks of the central clearing counterparty. If Clients trade swaps or other derivatives to replicate underlying positions (e.g., short or similar equity positions), such Instruments will often contain the same risks as the underlying positions (e.g., unlimited loss, short squeeze, etc.). However, to the extent a counterparty defaults on an obligation under a swap or derivative Instrument or is insolvent, there is also a risk that the relevant Client will not receive the return of any collateral transferred to the counterparty. Additionally, if the counterparty has not delivered collateral to the Client reflecting the latest mark-to-market valuation of all transactions with the Client, the Client will have an unsecured claim against the counterparty in its insolvency equal to such deficiency. In valuing OTC derivative Instruments, it

is anticipated that these Clients will typically rely on quotes or other information provided by counterparties. Further, Clients will assume (i) credit risk associated with placing cash, margin, collateral and other securities with Market Intermediaries and custodians and (ii) the concentration risk associated with one or more Market Intermediaries or custodians (and/or their respective affiliates) maintaining and/or clearing all or a material portion of the assets and/or transactions of Clients. The failure or bankruptcy of any such entity could have a material adverse impact on the Client. If a Client engages in futures contract trading and a futures commission merchant with whom a Client maintains accounts fails to segregate a Client’s assets, as is generally required under the U.S. Commodity Exchange Act of 1930, as amended (the “Commodity Exchange Act”), a Client will be subject to a risk of loss in the event of the bankruptcy of the futures commission merchant. Finally, cash, margin, collateral and other securities held outside of the U.S. will not be afforded protections under U.S. law and distributions upon bankruptcy may be unpredictable. The posting of margin or collateral in respect of certain Instruments traded by Clients is subject to ongoing regulatory changes. Such regulatory changes may increase costs to Clients or the level of credit risk taken on by Clients, or make it more difficult and costly for Clients to enter into highly tailored or customized transactions. See “Regulatory Changes” for a further discussion of these risks and other potential impacts on Clients. In addition, even where assets are held by a custodian, the return of a Client’s collateral, when requested, could be delayed and there can be no guarantee that margin or collateral will be immediately available for use by a Client in the event of default. Certain Clients trade a material amount of non-U.S. securities and derivatives. In addition to the counterparty and settlement risks detailed above, many emerging markets have different clearance and settlement procedures from developed countries. For many emerging markets’ Instruments, there is no central clearing mechanism for settling rates and no central depository or custodian for the safekeeping of securities. The registration, recordkeeping and transfer of these Instruments may be carried out manually, which may cause delays or errors in the recording of ownership. Increased settlement risk may increase counterparty and other risks. Certain markets have experienced periods when settlement dates are extended, and during the interim, the market value of an Instrument could change. Moreover, certain markets have experienced periods when settlements did not keep pace with the volume of transactions resulting in settlement difficulties. Because of the lack of standardized settlement procedures, settlement risk is more prominent in these markets than in more mature markets. Custody Risk in Certain Non-U.S. Jurisdictions. Market Intermediaries and/or custodians can appoint sub-custodians in certain non-U.S. jurisdictions to hold Clients’ assets (whether directly or indirectly). Market Intermediaries and custodians are not necessarily responsible for cash or assets that are held by sub-custodians in certain non-U.S. jurisdictions, nor for any losses suffered by Clients as a result of the bankruptcy or insolvency of any such sub-custodian. Clients may therefore have potential exposure to the default of any sub-custodian and, as a result, many of the protections that would normally be provided to a fund by a custodian might not be available to Clients for assets held by a sub-custodian. Under certain circumstances, including certain transactions where the Clients’ assets are held at a non-U.S. custodian or sub-custodian, the securities and other assets deposited with the custodian, sub-custodian or a broker may not be clearly identified as being assets of Clients, and hence Clients could be exposed to credit risk with

regard to such parties. Custody services in certain non-U.S. jurisdictions remain undeveloped and, accordingly, there is transaction and custody risk of dealing in certain non-U.S. jurisdictions. Given the undeveloped state of regulations on custodial activities and bankruptcy, insolvency, or mismanagement in certain non-U.S. jurisdictions, the ability of Clients to recover assets held by a sub-custodian in the event of the sub-custodian’s bankruptcy or insolvency could be in doubt, as Clients could be subject to significantly less favorable laws than many of the protections that would be available under U.S. laws. In addition, there may be delays or other practical problems associated with enforcing Clients’ (direct or indirect) rights to its assets in the case of a bankruptcy or insolvency of any such party. Frequent Trading. Certain Clients pursue high-turnover strategies that involve frequent trading of Instruments, which results in higher total trading costs from commission and related charges as compared with Clients that pursue strategies that do not trade frequently. For Clients pursuing high-turnover strategies, commissions and related charges will reduce Client profits or increase losses, as applicable. Adverse Effects of Certain Continued Licensing. Strategies and Techniques used by a Client will be utilized by the Adviser on behalf of more than one Client, and/or may be used by certain affiliates of the Adviser. Due to a variety of factors, the profitability of many of these strategies are expected to decrease as the assets deployed in any such strategy increase, thereby potentially decreasing any Client’s returns over time. This may be the case whether the Adviser (or its affiliates) utilizes the same strategies, or another strategy that trades in similar or related Instruments. The degree of licensing by the Adviser to its affiliates has ebbed and flowed, and is expected to continue to ebb and flow, depending upon, among other things, the expansion or contraction of the business of the Adviser’s affiliates. During a period of decreased licensing or diminished use of licensed strategies and Techniques, the expected impacts on a Client’s returns may be less (and vice-versa). Possible Adverse Effects of Substantial Withdrawals or Redemptions. In the event that there are substantial investor withdrawals or redemptions from a Client in a short period of time (including withdrawals of Proprietary Capital), the Adviser may have difficulty adjusting asset allocation across investment trading vehicles and strategies to the reduced assets under management. To provide funds to satisfy withdrawal or redemption requests, the Adviser could be required to liquidate positions at an inopportune time or on unfavorable terms, resulting in a lower net asset value for the remaining investors and a lower withdrawal or redemption amount for the withdrawing or redeeming investors. On an ongoing basis, irrespective of the period over which substantial withdrawals or redemptions occur, it may be more difficult for Clients to generate additional profits operating on a smaller asset base and, as a result of liquidating assets to assist a Client to fund withdrawals or redemptions, any such Client could be left with a much less liquid portfolio and its remaining investors may experience higher pro rata operating expenses. In the event of substantial withdrawals or redemptions, the Client might have to meet such withdrawal or redemption requests through distributions of Instruments (which may include then-illiquid Instruments) at a time that is potentially unfavorable. Regulatory Filings. The Adviser may, in its sole discretion, elect to cause a Client to (i) refrain from purchasing any Instrument that the Adviser may otherwise have caused such Client to purchase or (ii) sell any Instrument, if the continued ownership of such Instrument would cause

such Client, any other Client, the Adviser or any of their respective affiliates to be required to make a governmental, regulatory or self-regulatory filing in the U.S. or any non-U.S. jurisdiction. Any such election by the Adviser may cause such Client to (x) forego an investment opportunity that the Adviser had determined may otherwise generate a profit for such Client and/or (y) incur additional expenses, including brokerage and/or legal fees. Position Limits. Various regulators, exchanges and/or counterparties impose position limits or reporting thresholds that limit a Client’s ability to effect desired trades or require the Client to liquidate positions. For example, the U.S. Commodity Futures Trading Commission (“CFTC”) has established position limits on the maximum net position that any person or entity may own, hold, or control in certain futures and related derivatives including swaps that are economically equivalent to in-scope futures contracts. Position limits are also imposed by the Adviser in its discretion for risk management purposes, to avoid triggering regulatory filings or for other purposes. All positions owned or controlled by the same person or entity or its affiliates, even if in different Clients or accounts, are often required to be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if the Client does not intend to exceed applicable position limits, a Client might not be able to enter into or maintain certain positions if such positions, when added to the positions held or controlled by different Clients and the Adviser’s affiliates, would exceed the applicable limits. If at any time positions managed by the Adviser exceed applicable position limits, the Adviser would be required to liquidate positions of a Client or reallocate position limit budgets of its Clients to the extent necessary to come within those limits. Further, to avoid exceeding position limits, Clients might have to forego or modify certain of their contemplated trades and, as a result, will lose the opportunity to fully capitalize on investment opportunities. Experimental Strategies and Techniques. Experimental Strategies and Techniques are inherently unpredictable and involve a high degree of risk, including because Experimental Strategies and Techniques may represent departures (to varying degrees) from approaches and methodologies that the Adviser has historically deployed on behalf of Clients. Experimental Strategies and Techniques could solely be employed for Proprietary Capital and/or certain affiliates when being newly deployed, or undergoing testing or incubation (though, for the avoidance of doubt, Experimental Strategies and Techniques are also conducted within certain portfolios utilized by Client Funds). In its sole discretion, the Adviser may add Experimental Strategies and Techniques for utilization on behalf of any Client, remove Experimental Strategies and Techniques from utilization on behalf of any Client without replacement, or materially increase or decrease a Client’s exposure to Experimental Strategies and Techniques. See Item 6. “Performance-Based Fees & Side-by-Side Management—Certain Conflicts of Interest Associated with Side-by-Side Management—Allocation of Systematic and Discretionary Strategies and Techniques.” Strategies that Utilize Third-Party Analysis. The Adviser utilizes strategies that rely on third-party research, which can be provided in various forms, including discretionary research, discretionary trade ideas, or systematically generated signals. These strategies are highly reliant on the Adviser’s and/or a Client’s ability to provide adequate incentives to persons or firms (the “Investment Service Providers”) to generate and/or provide good analysis, recommendations or research, as applicable. Further, because many Investment Service Providers will not be directly supervised by the Adviser, utilizing their analysis, recommendations or research, as applicable, presents certain regulatory or other risks. For example, there is a risk that an Investment Service

Provider will furnish material non-public information to the Adviser or its affiliates, thereby potentially limiting a Client’s ability to trade in the securities of a particular company or subjecting the Adviser to regulatory risks or restrictions. See “Trading Restrictions” below. The analysis, recommendations and/or research generated by Investment Service Providers are incorporated, in whole or in part, in certain systematic and/or discretionary strategies. In certain cases, such strategies will be materially reliant on, and exposed to the risks of, a single Investment Service Provider. The Investment Service Providers often rely to some degree on human judgment, and there can be no assurance that their analysis, recommendations or research will correctly evaluate the nature and magnitude of the various factors that could affect an investment. Moreover, the underlying strategy, thesis and/or research process of the Investment Service Providers may be inaccessible or opaque to the Adviser, leading to misapplication of the strategy, an inability to identify errors and/or diminished performance by the Adviser and its Clients. In particular, the Adviser anticipates that the back-testing of the data utilized in strategies that rely on discretionary research or trade ideas from Investment Service Providers may be less predictive than back-testing of other data utilized in other strategies pursued by the Adviser for its Clients. Participating Affiliates. As discussed in Item 6 and Item 10, the Adviser expects personnel of any non-U.S. subsidiary to engage in certain trading and/or advisory services for certain Clients. There are certain risks associated with the Adviser’s reliance on such participating affiliates. First, a non-U.S. subsidiary of the Adviser is (or will be) subject to various non-U.S. laws and regulations, many of which do not otherwise apply to the Adviser and/or the Clients. Such nonU.S. regulatory requirements may change over time, and there can be no guarantee that such nonU.S. laws and regulations will not adversely affect operations of or on behalf of Clients. Please refer to “Regulatory Changes” below for more information. Additionally, the Adviser’s reliance on a non-U.S. subsidiary and its personnel increases certain operational risks. For example, in the event of any failure or disruption of systems that are designed to facilitate the interaction of or communication between personnel of the Adviser and such non-U.S. subsidiary, trading activities by such associated persons, and by extension Clients, could be adversely affected. Competition. There have been and will likely continue to be attempts by others, including former employees of the Adviser, to duplicate the strategies developed by the Adviser. Although the Adviser believes that it has taken reasonable measures to protect the confidential and proprietary nature of these strategies, it is likely that certain of the Adviser’s competitors currently have, or will develop, relationships with certain of the data providers and/or Investment Service Providers that will be providing data and/or conducting much of the analysis, recommendations or research, as applicable, utilized in these strategies and will therefore have access to such data, analysis, recommendations or research, as applicable. Clients do and will continue to compete with other funds (including other funds managed by the Adviser), as well as other market participants with similar capabilities as the Adviser (including certain affiliates of the Adviser), for the same or similar investment opportunities. Such competition reduces the opportunities available to the Clients to generate returns.

Trading Restrictions. In the course of its activities, there is a risk that the Adviser will receive material non-public information, including from an Investment Service Provider as described above. The Adviser from time to time receives such information directly as a result of investment or business activities or exploration of new business opportunities, or indirectly as a result of its relationship with affiliates. In such an event, the Adviser will apply trade restrictions in certain Instruments broadly across Clients, regardless of whether the receipt of material non-public information was for the benefit of any one Client. Such restrictions can be, and often are, long lasting and limit the Adviser’s flexibility to buy or sell such Instruments on behalf of other Clients or otherwise use such information for the benefit of other Clients, which could have a material impact on Client returns. The legal and regulatory treatment of material non-public information and insider trading continues to evolve and is therefore subject to a level of uncertainty. The effect of any future legal or regulatory change could have a substantial and adverse impact on Clients. Clients’ investment activities may also be subject to restrictions imposed by sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), as well as similar regulatory regimes in non-U.S. jurisdictions. These sanctions may prohibit or restrict transactions by Clients involving certain countries, entities, or individuals and may apply to the purchase, sale, or holding of specific Instruments. Compliance with these sanctions and restrictions may limit the Adviser’s ability to execute certain trades, require the divestment of certain holdings, or result in increased regulatory scrutiny, potential penalties, or other adverse effects on Clients. The scope of sanctions is subject to frequent and sudden changes and can be subject to interpretation, and there can be no assurance that the Adviser will be able to mitigate adverse effects on Clients. Trading on behalf of a Client may be subject to additional trading restrictions, including with respect to short sales. A number of jurisdictions from time to time have imposed reporting requirements, restrictions or outright bans on short sales and related transactions in certain Instruments, making it difficult or impossible for many market participants (including Clients) either to continue to effectively implement their strategies or to control the risk of open short positions relating to such financial Instruments. Any ongoing or future regulatory limitations on short selling, or any ongoing or future requirement to disclose short sales or short positions, could limit the Adviser’s ability and/or willingness to implement strategies involving short sales on behalf of Clients, which would likely have a material adverse effect on Clients. For additional risks related to short sales, see “Short Selling Risk” above. In addition, many regulators or operators of trading venues in which Clients participate have authority to impose price caps, price restrictions, retroactive price changes, cancel trades, position limits, “circuit breakers,” and other mechanisms to address volatility or manage supply and/or demand in such markets. Any form of price cap, price restriction, or other mechanism implemented to try to control or adjust pricing, supply, or other market variables could limit the Adviser’s ability and/or willingness to implement certain strategies on behalf of Clients, which will have a material adverse effect on Clients. In addition to the restrictions above, see “Position Limits” above for additional details on certain risks associated with position limits.

Information Asymmetry. Certain employees of the Adviser or its affiliates who from time to time invest directly or indirectly in Clients will receive and/or have exposure to information related to such Clients’ portfolios and operations, either directly or by means of their respective day-to-day roles at the Adviser or its affiliates, and any such information may not be shared with (or otherwise known by) other investors in such Clients. Additionally, certain Clients that invest in the same or similar portfolios as other Clients will receive, directly or indirectly, more frequent reporting regarding such portfolios than such other Clients receive. As a result, in the event of any overlap among investors in these Clients, such overlapping investors may receive or infer additional or more timely information regarding such portfolios than is known to other investors in such other Clients. Investors with greater exposure to information will be at an advantage as compared to other investors with regard to investment decision-making. Valuation. Valuing Clients’ assets is complex and can involve uncertainties and discretionary determinations. As a result, values used in determining investors’ sharing percentages (e.g., upon new subscriptions), and redemption or withdrawal proceeds and fees might not accurately reflect the amounts the Client could obtain (or would be required to pay as to some types of derivatives positions) if it were to try to sell the security (or close the position). For example, if an investor redeems or withdraws from a Client, subsequent valuation adjustments to investments may occur, and there is a risk that the redeeming or withdrawing investor may receive an amount upon redemption or withdrawal which is greater or less than the amount the investor would have been entitled to receive on the basis of the adjusted valuation. To the extent such subsequently adjusted valuations adversely affect a Client’s net asset value, the Client will be adversely affected to the benefit of investors who had previously redeemed or withdrawn. Conversely, any increases in the net asset value resulting from such subsequently adjusted valuations generally will be entirely for the benefit of current investors and to the detriment of investors who redeemed or withdrew based on a net asset value lower than the adjusted amount. New investors may be affected in a similar way as the same principles apply to subscriptions or transfers. Net asset value determinations are generally conclusive and binding on all investors for all purposes, including determining the subscription and redemption or withdrawal prices and fees paid to the Adviser (and/or its affiliate, as applicable). Reliance on Individuals. Although many of the Adviser’s strategies and Techniques are reliant on technology and systematic approaches, the Adviser also depends on the expertise, judgment and oversight of its employees. For example, model and portfolio settings, data-related and risk management decisions, investment decisions for systematic and non-systematic strategies and/or other activities remain reliant on individuals and their judgment and/or investment discretion to some degree, and in many cases, to a material degree. There have been instances where employees have taken actions that are outside the scope of their employment. These include: (i) instances where employees have failed to perform actions that are required by the scope of their employment (including actions or inactions that deviate from best practices, or the Adviser’s policies or procedures); and (ii) instances where employees have intentionally engaged in misconduct that is inconsistent with the scope of their employment or applicable law. Such conduct (or inaction) has resulted in some Clients suffering material economic losses or opportunity costs even as other Clients experienced profits. While the Adviser maintains policies, procedures and supervisory structures that seek to mitigate the risk of such conduct (or inaction) and to detect it or its impact should it occur, the complexity of the Adviser’s

systems and processes and the existence of Coding Errors can create vulnerabilities to such conduct (or inaction) and make it difficult or impossible to detect it or its impact. No guarantee or representation can be made that such conduct (or inaction) will not occur in the future or that, should such conduct (or inaction) occur, it or its impact will be promptly detected or detected at all. Further, there is no guarantee that personnel will act in an appropriate or lawful manner, meet the Adviser’s expectations, or fulfill their responsibilities on behalf of the Adviser. Certain Adviser personnel have a conflict of interest in being incentivized to maximize their individual earnings, which does not always align with maximizing Client returns or Firm Profitability. Certain Risks Associated with Management and Governance Challenges. There continue to be a variety of management and governance challenges at the Adviser. The General Partner’s twoperson Management Committee has ultimate decision-making authority over the Adviser and its affiliates and can intervene in any firm matter. From time to time, the Management Committee has been unable to reach agreement on a number of topics, including: (i) defining roles, authorities, responsibilities and/or compensation for the Management Committee and a range of C-level officers, including the Chief Investment Officer role; (ii) organizational design and management structure of various teams; (iii) corporate governance, confidentiality and oversight matters; and (iv) succession plans. These disagreements have increased the Management Committee’s involvement with the Adviser’s business affairs and the pressure faced by the Adviser’s officers, and have impacted and could in the future impact the Adviser’s ability to retain and attract employees (including very senior employees), and the ability of employees to implement research, engineering, or corporate business initiatives. The Adviser’s ability to achieve Client mandates could also be impacted. Notwithstanding progress on certain of the aforementioned topics and the Adviser’s continued success, the Management Committee continues to invoke various rights and dispute resolution mechanisms under the General Partner’s governing agreements (“Governing Agreements”), including the ability of either Executive Manager to place matters into dispute resolution, thereby unilaterally halting selected actions. The arbitration between the Co-Chairmen that commenced last year has concluded with all the claims and counterclaims dismissed, as the arbitration panel unanimously determined that neither side met the burden of establishing any breach of fiduciary duty or contract and declined to award any relief. The arbitration panel noted that despite the firm’s undeniable success, the CoChairmen’s ongoing disputes and differing views on corporate governance have caused management dysfunction at Two Sigma. The arbitration panel also issued adverse credibility findings against the Co-Chairmen, including due to their over-the-top efforts to assert claims against each other. The newly constituted Management Committee has disagreed on various items. There is disagreement about whether, when designated, an Executive Manager becomes a co-CEO or whether the appointment of a co-CEO requires approval by both members of the Management Committee (i.e., Mr. Platt’s role as reflected on Schedule A of Part 1 of this Form ADV is currently the subject of disagreement). Further, Mr. Platt has moved to terminate the current co-CEO given his view that the current co-CEO undermined his authority as Executive Manager. Mr. Overdeck believes Mr. Platt’s actions in this regard are imprudent and baseless and has placed the termination

into dispute resolution, which means that the termination cannot take effect without Management Committee agreement or resolution through arbitration. To resolve these and other disagreements, the Co-Chairmen and/or the Management Committee can invoke the formal dispute resolution mechanisms under the Governing Agreements (namely mediation or arbitration) or can seek other relief. These mechanisms are complex and can take significant time to run their course. Accordingly, a disagreement on any given issue, including the current disagreements mentioned above, may persist for significant time before resolution (and may never be resolved), and the Adviser must operate with uncertainty and/or inaction during the pendency of the disagreement, which could impact the Adviser’s operations. In limited circumstances, the Governing Agreements provide the Adviser’s officers authority to take action with respect to a matter that has been placed into dispute resolution by the Management Committee. There is a dispute regarding previous use of this authority in connection with the filing by the current co-CEO of the Adviser’s other-than-annual Form ADV update on January 30, 2026, and there could be similar disputes in future situations. This Form ADV filing has been approved by the Management Committee. Regulatory Changes. The effect of any regulatory change on the Clients could be substantial and adverse, and such regulation may impair the Adviser’s ability to successfully execute Clients’ investment objectives and may increase the Clients’ costs of operations. Increased regulation and regulatory oversight of private investment funds and their managers may impose administrative burdens on the Adviser, including responding to examinations and other regulatory inquiries and implementing policies and procedures that may divert the Adviser’s time, attention and resources from portfolio management activities. Further, changes in regulation could materially alter market dynamics by, for example, reducing the frequency or scope of data that issuers report publicly, or increasing public disclosure of trading activity on behalf of, or with respect to positions held by, Clients and/or the Adviser. In addition, the global financial markets have in the past undergone pervasive and fundamental disruptions which 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. It is impossible to predict what governmental interventions will impact the markets and/or the effect of such interventions on Clients’ strategies, but changes in regulation could be materially detrimental to Clients. Tax-Managed Investment Risk. The Adviser currently factors U.S. tax implications into various decisions on behalf of certain trading vehicles utilized by Clients for the benefit of capital expected to be subject to U.S. income taxes invested in such trading vehicles (including Proprietary Capital). See Item 6. “Performance-Based Fees & Side-by-Side Management—Certain Conflicts of Interest Associated with Side-by-Side Management—Diverse Investor Group.” There is no guarantee that any investor in such Clients will achieve the desired tax benefits. The Adviser’s ability to utilize various tax-management techniques may be curtailed or eliminated by legislation, regulation, or other official guidance from tax authorities. Participation in Litigation. From time to time, the Adviser and/or a Client will likely have the opportunity to participate in class action litigations or otherwise pursue potential legal claims, for

example, in connection with alleged wrongdoing by a counterparty or other service provider, or by virtue of having held an interest in a given issuer (such as in a shareholder class action or shareholder derivative suit). In certain cases, such participation could require or potentially result in the confidential information related to the Adviser and/or the Client becoming subject to discovery, which could include discovery of strategies and Techniques. For these and other reasons, the Adviser expects, on its own behalf or for Clients, to decline to participate in certain class action litigations or to pursue certain of such claims in the Adviser’s sole discretion, notwithstanding the prospect of material monetary recovery for one or more Clients. The Adviser will consider factors such as the protection of its confidential information, and the long-term interests of the Client in protecting such confidential information. The Adviser will have a conflict of interest in making this determination. Combination or “Layering” of Multiple Risk Factors May Significantly Increase Risk of Loss. Although the various risks discussed herein are generally described separately, a prospective investor should consider the potential effects on its investment of the interplay of multiple risk factors. Where more than one significant risk factor is present, the risk of loss to a Client may be significantly increased. Risks Associated with Types of Instruments that are Primarily Recommended (including Significant or Unusual Risks) Clients are permitted to invest in a broad range of Instruments, but do not necessarily invest in all Instruments in which they are permitted to invest. Clients can be exposed to all of the below described risks for Instruments in which they are permitted to invest. Investors in a Client should refer to the Client’s Applicable Governing Documents for a description of Instruments in which the Client is permitted to invest, as well as the Client’s investment objectives and restrictions and the associated Instruments in which the Client typically invests. The information provided in this brochure does not purport to be a comprehensive discussion of all the risks associated with a Client’s specific investment program. A Client’s Applicable Governing Documents contain additional information with respect to the risks to which the Client will be subject. Equity Securities. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. As a result, a Client may suffer losses if it invests in equity securities and equity-like securities of issuers whose performance diverges from the Adviser’s expectations or if equity markets generally move in a single direction and the Client has not hedged against such a general move. Fluctuations can be dramatic over the short term as well as over the long term, and different parts of the market and different types of equity securities can react differently to these developments. Rights and Warrants. Rights and warrants entitle the holder to buy equity securities at a specific price for a specific period of time and are more speculative than certain other types of investments in that they do not entitle a holder to dividends or voting rights with respect to the underlying securities, nor do they represent any rights in the assets of the issuing company. Also, the value of a right or warrant does not necessarily change with the value of the underlying securities, and a right or warrant ceases to have value if it is not exercised prior to the expiration date.

Exchange-Traded Products. Investments in exchange-traded products (including registered investment companies) (“ETPs”) are subject to the fees and expenses of the ETP, which may include a management fee, other fund expenses and a distribution fee. The Investment Company Act places certain restrictions on the percentage of ownership that a private investment fund may have in a registered investment company. A Client’s positions in ETPs are subject to a number of risks associated with the management and market conditions of the ETP. These include: (i)

Delisting—An ETP may be delisted and liquidated at the discretion of its issuer. Should a Client hold a position in an ETP when it is delisted, such Client may be subject to costs associated with the ETP’s liquidation, counterparty risk against the issuer, and additional taxes due to cash distributions from the liquidation.

(ii)

Market Maker Instability—The supply and demand of ETP shares are kept in balance by its authorized participants. The authorized participants of an ETP may, purposefully or by mistake, destabilize the supply-demand balance of an ETP, causing tracking error of the ETP to its constituent instruments that may negatively affect the value of an entity’s position in the ETP.

(iii)

Hidden Illiquidity—The liquidity of an ETP is determined not only by the ETP’s own market liquidity but also by how easy or difficult it is to transact in the ETP’s constituent instruments. If one or more of an ETP’s constituent instruments becomes difficult to buy or sell, the ETP may become difficult to transact or experience tracking error that negatively affects the value of positions held in the ETP.

(iv)

Borrow Availability—The ability to take short positions in an ETP is subject to borrow availability. The ability to take optimal positions in ETPs may be adversely affected by one or more ETPs becoming hard to borrow.

(v)

Constituent Fluctuation—ETPs on equity indices attempt to track their underlying indices closely. However, the issuer may in its discretion temporarily introduce exindex constituents to the ETP, including ex-index equities and foreign currencies, which may introduce risks and tracking error that are difficult to model or that may negatively affect the value of positions in the ETP.

(vi)

Additional Taxation—Depending on the ETP’s structure, investors may be subject to additional taxation on distributions from ETPs.

ETPs may be listed in countries different from their constituent instruments. These ETPs are subject to additional risks not typically associated with ETPs listed in the same country as their constituents, including (i) movements in currency exchange rates; (ii) significant events that affect the ETP’s underlying value that occur when the ETP’s listed exchange is closed; and (iii) risk factors that arise from trading in foreign instruments. Futures and Other Derivative Instruments. Futures transactions include stock index futures contracts, futures contracts on government securities, interest rates, non-U.S. currencies, metals and energy products, and options on such futures contracts, including purchasing call options, writing (selling) naked or covered call options and purchasing or selling put options on such futures

contracts. Futures contracts markets are highly volatile and are influenced by a variety of factors, including national and international political and economic developments. In addition, because of the low margin deposits normally required in futures trading, a high degree of leverage is typical of a futures trading account. As a result, a relatively small price movement in a futures contract may result in substantial losses to the trader. Moreover, futures positions are marked to market each day and variation margin payments must be paid to or by a trader. Positions in futures contracts may be closed out only on the exchange on which they were entered into or through a linked exchange, and no secondary market exists for such contracts. No assurance can be given that an active market will exist for futures contracts at any particular time. Certain futures exchanges do not permit trading in particular futures contracts at prices that represent a fluctuation in price during a single day’s trading beyond certain set limits. If prices fluctuate during a single day’s trading beyond those limits, a Client could be prevented from promptly liquidating unfavorable positions and thus be subjected to substantial losses. Under certain market conditions, a Client may find it difficult or impossible to liquidate a position. This can occur, for example, when the market makes a “limit move.” Placing contingent orders, such as a “stop-loss” or “stop-limit” order, will not necessarily limit losses to the intended amounts, since market conditions could make it impossible to execute such orders. Non-U.S. futures markets may have greater risk than U.S. futures markets, including the risk of fluctuation in foreign exchange rates during the period between the initiation and completion of a futures transaction. Further, unlike trading on U.S. futures exchanges, trading on non-U.S. futures exchanges is not regulated by the CFTC or any other U.S. regulator (except in limited circumstances for certain “U.S.-linked” futures contracts). Use of other derivative Instruments presents many of the same risks as those discussed above regarding futures contracts, including those risks relating to volatility, liquidity, hedging and nonU.S. trading. Commodities. Commodity investments are affected by various factors including business, financial market and legal uncertainties. There can be no assurance that the Adviser will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on its (direct or indirect) commodity investments. Prices of commodity investments can 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 performance of a Client. Options. Trading in options on individual securities, securities sectors, securities indices, futures contracts, foreign exchange contracts or commodities involves risks substantially similar to those involved in trading margined securities or commodity futures contracts, in that options are speculative and highly leveraged. An option is a derivative contract that grants the holder the right, but not the obligation, to buy or sell a security or other financial asset at an agreed-upon price during a certain period of time or on a specific date. Options trading involves certain specific risks. Specific market movements of the option and the instruments underlying an option cannot be predicted. No assurance can be given that a liquid offset market will exist for any particular option or at any particular time. Purchasing an option involves the risk that the underlying instrument will not change price in the manner expected, so that the investor loses its premium.

Where an option is written (or sold) uncovered, the option seller could be liable to post substantial additional margin or collateral, and the risk of loss is substantial and is theoretically unlimited for written call options, as the option seller will be obligated to deliver, or take delivery of, the underlying instrument at a predetermined price, which could, upon the exercise of the option, be significantly different from its market value at the time the option was initially written (or sold). Over-the-counter options also involve counterparty solvency risk. Non-U.S. Instruments. The prices of non-U.S. currencies, or Instruments denominated in non-U.S. currencies, are determined with reference to currencies other than the U.S. Dollar. The weakening of a country’s currency relative to the U.S. Dollar will affect, potentially adversely, the U.S. Dollar value of a Client’s investments that are denominated in such country’s currency. As a result, a Client could realize a net loss on an investment, even if there were a gain on the underlying investment before currency losses were taken into account. 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. The Adviser may (or may not) seek to hedge these risks by trading currencies, currency futures contracts, forward currency contracts, swaps, or any combination thereof (whether or not exchange traded), but there can be no assurance that such strategies if utilized will be effective. In addition, there often is less publicly available information about foreign economies and foreign companies than the U.S. economy and U.S. companies. Non-U.S. companies may not be subject to accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies. Many non-U.S. securities markets have substantially less volume than U.S. securities markets and, therefore, securities of non-U.S. companies are generally less liquid and at times their prices may be more volatile than securities of comparable U.S. companies. Trading outside the U.S. may be subject to less protection and greater risks than trading domestically. In many non-U.S. markets, there are less government supervision of exchanges, brokers, dealers and issuers than in the United States and U.S. regulators do not have the ability to compel enforcement of any non-U.S. regulations. There is a possibility of expropriation or confiscatory taxation, seizure or nationalization of non-U.S. bank deposits, establishment of exchange controls, the adoption of non-U.S. government restrictions or other adverse political, social or diplomatic developments that could adversely affect any such investment. In addition, income and gains recognized, gross proceeds, and other amounts with respect to non-U.S. securities may be subject to withholding and other non-U.S. taxes, which may decrease the net return on these investments. In addition, disputes arising from trading outside of the U.S. may not be able to be addressed through alternative dispute resolution procedures. Forward and Foreign Exchange Contracts. Trading in forward contracts, including forwards on foreign currencies, involves significant risks. Forward contracts are typically not traded on exchanges; rather, banks and dealers act as principals in these markets. In trading forward contracts, a Client will therefore be subject to the risk of credit failure or the inability of or refusal of forward contract dealers to perform with respect to its forward contracts. Similarly, foreign exchange spot trades involve a risk of loss if currency exchange rates move against a Client. There is no limitation on the daily price movements of forward contracts or currencies, and a dealer is

not required to continue to make markets in such contracts or currencies. There have been periods during which dealers in forward contracts or currencies have refused to quote prices for such Instruments or have quoted prices with an unusually wide spread between the bid and ask price. Forward contracts and currency trades may be made with only one or a few counterparties, and liquidity problems therefore might be greater than if such arrangements were made with numerous counterparties. The imposition of credit controls by governmental authorities might limit forward or currency trading to less than that which would otherwise be optimal, to the possible detriment of a Client. Foreign currency spot trades, forward contracts and other derivatives involve a risk of loss if currency exchange rates move against a Client, unless such derivatives are hedges of foreign currency risk of a Client in its investments. In addition, forward contracts and certain currency derivatives are not guaranteed by an exchange or clearinghouse. Therefore, a default by the forward contract, or derivative counterparty could result in a loss to a Client for the value of unrealized profits on the contract or derivative or for the difference between the value of its commitments, if any, for purchase or sale at the current currency exchange rate and the value of those commitments at the forward contract exchange rate. It is contemplated that most foreign currency forward contracts will be with banks, including among others, investment banks and brokerage firms. There are no limitations on daily price moves of spot trades, forward contracts or many derivatives. Banks, including investment banks and brokerage firms, are not required to continue to make markets in currencies. There have been periods during which certain banks, including investment banks and brokerage firms, have refused to continue to quote prices for forward contracts or derivatives or have quoted prices with an unusually wide spread between the bid and ask price. The imposition of credit controls by governmental authorities might limit the level of such forward trading to less than that which the Adviser would otherwise recommend, to the possible detriment of a Client. Risks of OTC FX Prime Brokerage Structure. The Adviser utilizes prime brokers for purposes of its FX trading (“FX Prime Brokers”). This structure poses additional risks as compared to the Adviser’s futures trading. The Adviser has entered into agreements with its FX Prime Brokers in which limits are imposed on the net open position amount and the daily settlement amount outstanding between an FX Prime Broker and each FX liquidity provider, on the time frame in which a transaction has to be recorded between an FX Prime Broker and the liquidity providers measured from the moment of trade execution and on the tenor of the transactions. If any of the limits mentioned herein were to be breached in the course of one of the Adviser’s FX transactions, each FX Prime Broker reserves the right to not accept such transaction or even to terminate its relevant agreements with the Adviser with immediate effect. Also, under certain circumstances an FX Prime Broker may have the right to unilaterally amend the mentioned limits. The aforementioned limits pose certain risks to Clients that utilize FX Prime Brokers. For example, the Adviser might not, from time to time, be able to trade through a preferred liquidity provider if the position limit with such entity has been fully utilized. Additionally, an immediate termination of a FX prime brokerage or related give-up agreement would force the Adviser to continue its FX trading without give-up facilities (i.e., to execute all of its FX transactions through its liquidity providers or execute all FX transactions through its FX Prime Brokers). If the Adviser were to execute all FX transactions with liquidity providers, this could increase settlement risk

because the creditworthiness of the liquidity providers may be less than that of the FX Prime Brokers. If the Adviser were to execute all FX Transactions with FX Prime Brokers, this could lead to increased slippage because the FX Prime Broker(s) may provide less competitive bid-ask prices than the other liquidity providers under the FX prime brokerage structure. Further, the use of an FX Prime Broker for OTC FX trading could lead to higher commission charges (in the form of FX prime brokerage fees) when compared with direct OTC FX trade execution. Non-Deliverable FX Forwards. Non-Deliverable FX Forwards (“NDFs”) are subject to the risks of loss associated with standard foreign exchange transactions. In addition, NDFs are subject to the risk that an event would force the parties to the transaction to find an alternative basis for determining settlement amounts such as, among other things, a general or specific default, inconvertibility, non-transferability or nationalization of one of the underlying currencies in the NDF. If on any date upon which an NDF transaction is to be valued such an event has occurred or is continuing, the settlement amount to be delivered may be adjusted by the clearing broker or its counterparty, acting in a reasonable manner. Such adjustments will result in changes to the prices at which such transactions were effected and such changes could be material. The fixing of a trade at a settlement price, the determination of whether such a disruption has occurred and the settlement amount associated therewith are beyond the control of the Adviser and the relevant Client. Fixed Income and Related Instruments. Positions in futures contracts on interest rates, sovereign notes and bonds and futures contracts on sovereign notes and bonds, options on such futures contracts and interest rate swaps will be subject to interest rate risk. Generally, the value of fixed income Instruments will change inversely with changes in interest rates. As interest rates rise, the market value of such Instruments tends to decrease. Conversely, as interest rates fall, the market value of such Instruments tends to increase. This risk will typically be greater for Instruments based on longer-term interest rates than for Instruments based on shorter-term interest rates. Emerging Market Instruments. Trading in emerging market Instruments involves additional risks and special considerations not typically associated with trading in other more established economies or securities markets. Such risks include (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty including war; (iii) higher dependence on exports and the corresponding importance of international trade; (iv) greater controls on foreign investment and limitations on repatriation of invested capital; (v) limitations on the ability to exchange local currencies for U.S. Dollars; (vi) increased likelihood of governmental involvement in and control over the economies; and (vii) governmental decisions to cease support of economic reform programs or to impose centrally planned economies. Emerging market Instruments are subject to such additional risks as (i) greater volatility, less liquidity and smaller capitalization of securities markets; (ii) greater volatility in currency exchange rates; (iii) greater risk of inflation; (iv) differences in auditing and financial reporting standards which may result in the unavailability of material information about issuers; (v) less extensive regulation of the securities markets; (vi) longer settlement periods for securities transactions and less reliable clearance and custody arrangements; (vii) less developed corporate

laws regarding fiduciary duties of officers and directors and the protection of investors; and (viii) certain considerations regarding the maintenance of Client securities and cash with non-U.S. brokers and securities depositories. Emerging market Instruments also include emerging market fixed income securities and futures, including short-term and long-term futures denominated in various currencies. Evaluating credit risk for non-U.S. fixed income securities and futures involves greater uncertainty because credit rating agencies throughout the world have different standards, making comparisons across countries difficult. Because investors generally perceive that there are greater risks associated with such emerging market Instruments, the yields or prices of such fixed income securities and futures tend to fluctuate more than those for higher-rated fixed income securities or futures. The market for emerging market interest rate futures is generally less liquid than that for developed market futures, which can adversely affect the prices at which futures are sold. In addition, adverse publicity and investor perceptions about emerging market interest rate futures, whether or not based on fundamental analysis, may be a contributing factor to a decrease in the value and liquidity of such futures. Sovereign Notes and Bonds and Related Derivatives. Generally, U.S. Government securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. Government agencies, instrumentalities or sponsored enterprises. U.S. Government securities also include Treasury receipts and other stripped U.S. Government securities, when the interest and principal components of stripped U.S. Government securities are traded independently. U.S. Government securities, non-U.S. government securities and derivatives upon these Instruments are generally subject to market and interest rate risk. Instruments also include (i) domestic or foreign government-issued inflation-protected securities (e.g., Treasury Inflation-Protected Securities (“TIPS”), Inflation Linked Gilts (“ILG”)) and futures, swaps and other derivatives on these securities and/or other inflation related underlyings; (ii) foreign or U.S. sovereign notes and bonds which are unrated by a recognized credit-rating agency or below investment grade and which are subject to greater risk of loss of principal and interest than higher-rated debt securities; (iii) foreign or U.S. debt securities which rank junior to other outstanding securities and obligations of the issuer, all or a significant portion of which may be secured on substantially all of that issuer’s assets; (iv) foreign or U.S. sovereign notes and bonds which are not protected by financial covenants or limitations on additional indebtedness; and (v) distressed sovereign notes and bonds which are subject to the significant risk of the issuer’s inability to meet principal and interest payments on the obligations (credit risk) and which are also subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity risk. Evaluating credit risk for these obligations involves uncertainty because credit rating agencies throughout the world have different standards, making comparison across countries difficult. Also, the market for credit spreads is often inefficient and illiquid, which can make it difficult to accurately calculate discounting spreads for valuing Instruments. Derivatives on any or all such sovereign notes and bonds present the same risks. Repurchase Agreements and Reverse Repurchase Agreements. Under a repurchase agreement, a Client sells a security to a counterparty and simultaneously agrees to repurchase the security back from the counterparty at an agreed upon price and date, with the difference between the sale price and the repurchase price establishing the cost of the transaction to a Client. Repurchase agreements essentially constitute a form of borrowing secured by collateral in the form of securities and will

have the effect of leveraging a Client’s assets. These agreements may be entered into on an overnight, specified term or open-ended basis. In reverse repurchase agreements, a Client purchases a security from a counterparty and simultaneously agrees to resell the security back to the counterparty at an agreed upon price and date, with the difference between the purchase price and the resale price establishing a Client’s return. Repurchase and reverse repurchase agreements involve certain risks, including that the counterparty becomes insolvent, bankrupt or otherwise unable to perform its obligations. For example, if the seller of securities under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, a Client will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, a Client’s ability to dispose of the underlying securities would likely be restricted. If the seller fails to repurchase the securities, a Client will suffer a loss to the extent proceeds from the sale of the underlying securities are less than the repurchase price. Certain Clients also enter into cleared repurchase agreements which are executed with a counterparty and novated to a third party that provides settlement and collateral management services and is centrally cleared. Although cleared repurchase agreements are intended to be less operationally demanding and provide a degree of protection for the transaction participants, settlement risk and counterparty risk are not completely mitigated. Credit Derivative Contracts. Credit derivative contracts (including indices composed of credit derivative contracts), are contracts that transfer price, spread and/or default risks of debt and other instruments from one party to another, both for bona fide hedging of existing long and short positions, but also for independent profit opportunities. Such instruments may reference one or more credits, or indices tracking broad types of credit and/or geographic regions. The market for credit derivatives may be relatively illiquid, and there are considerable risks that may make it difficult either to buy or sell the contracts as needed or at reasonable prices. Sellers of credit derivatives carry the inherent price, spread and default risks of the debt instruments covered by the derivative instruments. Buyers of credit derivatives carry the risk of non-performance by the seller due to inability to pay. There are also risks with respect to credit derivatives in determining whether an event will trigger payment under the contract and whether such payment will offset the loss or payment due under another instrument. In the past, buyers and sellers of credit derivatives have found that a trigger event in one contract may not match the trigger event in another contract, exposing the buyer or the seller to further risk. Credit default swaps involve greater risks than if a Client had invested in the reference obligation directly. In addition to general market risks, credit default swaps are subject to liquidity risk and credit risk. A buyer of credit protection also may lose its investment and recover nothing should no credit event occur. If a credit event were to occur, the value of the reference obligation received by the seller, coupled with the periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to a Client. Further, in certain circumstances, the buyer can receive the notional value of a credit default swap only by delivering a physical security to the seller, and is at risk if such deliverable security is unavailable or illiquid. Such a delivery “crunch” is a distinct risk of these investments. Distressed and High Yield Securities. “Distressed securities” include private claims and obligations of domestic and foreign entities which are experiencing significant financial or business difficulties. Investments may include loans, commercial paper, trade claims held by trade

or other creditors, stocks, partnership interests and similar financial Instruments, executory contracts and options or participations therein that are not publicly traded. Distressed securities involve a substantial degree of risk, including the risk that it may be difficult to obtain information as to the true condition of the issuer, price volatility and a greater risk of litigation. 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 a Client’s investment. Investments in companies that are or become involved in bankruptcy or reorganization proceedings also may be adversely affected by the laws of one or more jurisdictions relating to, among other things, “fraudulent conveyances” and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate or disenfranchise particular claims. There is always the risk (both in and out of bankruptcy) that a reorganization will be unsuccessful (due to, for example, failure to obtain requisite approvals), or significantly delayed (for example, until various liabilities, actual or contingent, have been satisfied or negotiated) or will result in a distribution of cash or new securities the value of which is less than the purchase price to a Client of the securities in respect of which such distribution was made. The market prices for distressed and high-yield securities are also subject to abrupt and erratic market movements and 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 unexpected delays or losses. In addition, securities in the lower rating categories are subject to greater risk of loss, as to timely repayment of principal and timely payment of interest or dividends than higher-rated securities. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. The yields and prices of lower-rated securities tend to fluctuate more than those for higher-rated securities. Total Return Swaps. Certain Clients obtain synthetic exposure to investment strategies through the use of one or more total return swaps through which payments are made to a counterparty (at either a fixed or variable rate) in exchange for receiving from the counterparty payments that reflect the return of securities, derivatives, or commodity interests representing a particular index or basket (sponsored by the Adviser or a third-party). Such a Client may bear the fees and/or expenses relating to a total return swap directly, or indirectly through their impact (i.e., reduction) on the return that the Client earns from investing in the total return swap. In addition to the risks of swap contracts generally, the Client is indirectly exposed to additional risks through the use of total return swaps to obtain synthetic exposure to investment strategies that may include a broad range of Instruments, markets and asset classes such as equity securities, fixed income securities, and derivative and commodity Instruments. Equity Derivatives. Equity derivatives include listed equity options and OTC equity derivatives such as variance swaps, conditional variance swaps, correlation swaps and dividend swaps. These types of equity derivatives are frequently valued based on implied volatilities of such derivatives rather than the historical volatility of their underlying securities or instruments. Fluctuations or prolonged changes in the volatility, realized or implied and/or correlation, of such underlying securities or instruments, therefore, can adversely affect the value of equity derivative positions held by the Clients.

Commodity Derivatives. Trading commodity forward contracts, commodity futures contracts and/or other commodity derivatives is a highly specialized investment activity entailing substantial risks. Commodity-related markets are also highly volatile. The low margin collateral required in such trading may provide a large amount of leverage, and a relatively small change in the price of a contract or instrument can produce a disproportionately larger profit or loss. There is no assurance that a liquid secondary market will exist for commodity derivatives purchased or sold, and the Clients may be required to maintain a position until exercise or expiration, which could result in material losses. Deliverable Commodities Futures. The Clients’ strategies generally do not anticipate taking or making delivery of underlying commodity positions. Nonetheless, as the strategies may involve active trading of physical commodities contracts close to their delivery date, it is conceivable that a Client might be required to take or make delivery of certain commodities, and/or that market conditions make it commercially unreasonable to avoid such delivery. Such required delivery could result, for example, from a failure to “roll” futures contracts as intended or as necessary to extend a Client’s exposure to certain commodities. In certain cases, such Client may lack the necessary license or approvals to take delivery of various contracts. In this case, such Client would risk being bought in or forced to deliver under commercially unattractive terms. Convertible Securities. Convertible securities include securities that may be exchanged or converted into a predetermined number of the issuer’s underlying shares or the shares of another company or that are linked to a passive market index at the option of the holder during a specified time period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, stock purchase warrants, zero-coupon bonds or liquid-yield option notes, stock index notes, mandatories, or a combination of the features of these securities. Prior to conversion, convertible securities have the same general characteristics as non-convertible debt securities. As with all debt securities, the market value of convertible securities tends to decline as interest rates increase and conversely, increase as interest rates decline. Convertible securities, however, also appreciate when the underlying common stock appreciates, and conversely, depreciate when the underlying common stock depreciates. Convertible Arbitrage Risk. The success of global convertible arbitrage strategies will depend primarily on the Adviser’s ability to identify and exploit price discrepancies in the market for convertible bonds and other Instruments. To capitalize on price discrepancies, a Client generally takes simultaneous long and short positions in a convertible bond and other Instruments in the issuer’s capital structure or derivatives thereon, as well as macro Instruments. The Adviser typically seeks to neutralize each position's exposures to the applicable issuer’s stock price, credit spreads, interest rates and equity volatility. While convertible arbitrage is generally intended to be relatively “market neutral,” there are associated risks that can affect the results of these strategies. There can be no assurance that the Adviser will be able to identify profitable convertible arbitrage opportunities or that changes in price differentials will not cause losses. Generally, changes in interest rates can influence the investment value of a convertible security. The credit standing of the issuer, the value of the underlying stock and other factors may also have an effect on the convertible security’s investment value. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Client is called for redemption, the Client will be required to permit the issuer to redeem the security, convert it into the underlying common stock

or sell it to a third party. Any of these actions could result in losses to the Client or otherwise have an adverse effect on the Client’s ability to achieve its investment objectives. Convertible securities tend to be significantly less liquid and have wider bid/offer spreads which may make it more difficult for a Client to enter and profitably exit such positions. Convertible arbitrageurs are also exposed to additional liquidity risk in the form of short squeezes in the underlying equities and liquidity risk can often be exacerbated by margin calls. Convertible arbitrage strategies are also subject to risk due to inadequate or misleading disclosure concerning the securities involved. In the absence of anti-dilution provisions in a convertible security, losses could occur in the event the underlying stock is split, additional securities are issued, a stock dividend is declared or the issuer enters into another transaction that increases its outstanding securities. Corporate Bonds. Credit-related Instruments include single-name corporate bonds and related derivative contracts. Corporate bonds are subject to the risk of the issuer’s inability to meet principal and interest obligations (credit risk) and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity risk. Clients invested in credit-related Instruments may therefore be subject to credit, liquidity and interest rate risks, which can be exacerbated by adverse publicity, investor perceptions, accounting issues, corporate malfeasance, credit downgrade and extreme market conditions. IPOs and Recently Listed Securities. Participation in initial public offerings (“IPOs”), directly or indirectly, and/or investments in recently listed securities can involve higher risks than purchases on a secondary market due to a variety of factors, including the limited number of shares available for trading, the lack of seasoned trading at the time of offering, lockup restrictions, lack of market familiarity with the issuer and, in some cases, the limited operating history of the issuer. These factors could contribute to substantial price volatility and/or illiquidity for such securities and adversely affect Clients that trade them. SPACs. Special Purpose Acquisition Companies, commonly referred to as “SPACs,” are publicly traded companies that act as an investment tool for investors looking to make money from the acquisition of private companies. When a Client invests in a SPAC, it faces many possible risks. Among other things, since SPACs have no operating history (they are “blank check” companies), there is less basis for an investor to evaluate the merits or risks of a SPAC’s securities before investing as compared to other securities. Additionally, SPACs are generally subject to “event risk” in that their success depends on their ability to identify and close an acquisition by a time specified in their charter or they are subject to liquidation. If liquidation occurs, investors could suffer a loss in distributions, compared to the SPAC’s IPO price, due to the cost of seeking the prospective acquisition, and a Client could lose the entire amount of its investment in the SPAC’s warrants. Even when an acquisition is consummated, the revenues are uncertain; to the extent a SPAC acquires an entity in an industry characterized by a high level of risk, the SPAC may be susceptible to the risks of the industry. Further, SPACs have faced and may continue to face costs and other adverse effects arising from litigation regarding their regulatory treatment. Finally, SPAC trading is expected to be more reliant upon certain different trading processes and/or methodologies than other strategies employed by the Adviser, which can present higher risks as compared to other strategies.

Indirect and Derivatives-Based Exposure to Digital Assets; Limited Direct Spot Activity. A Client may have exposure to interests in exchange-traded products (including exchange-traded funds) and closed-end funds that hold or track digital assets, listed options on such products, and securities of public companies that maintain material digital-asset treasury positions (“DATs”). Certain Clients may obtain exposure to digital assets (principally Bitcoin and Ether) through exchangetraded futures on the Chicago Mercantile Exchange (“CME”) and options thereon. Clients do not currently engage in direct, underlying or spot virtual currency transactions. At present, only Proprietary Capital may trade or hold spot digital assets. There can be no assurance that exposures obtained indirectly, rather than through spot holdings, will mitigate, reduce or be less volatile than the risks associated with direct exposure. Even with limited exposure, the price of digital assets and associated demand for buying, selling, and trading of digital assets have historically been subject to significant volatility. DATs are subject to regulatory uncertainty and inconsistent regulatory treatment across jurisdictions. DATs may have substantial exposure to a single or limited amount of digital assets that may have significant daily price volatility. Fluctuations in the price of applicable digital assets are likely to influence the financial results of an applicable DAT and the market price of such DAT’s listed securities. Digital Asset Market Risks; Valuation, Liquidity, and Clearing Constraints. Notwithstanding the absence of direct spot trading, indirect exposures to digital assets are subject to many of the same and related risks present in digital asset markets. These include extreme price volatility and rapid losses; valuation and liquidity stresses (including dispersed and opaque spot pricing, widened bid ask spreads, exchange halts and “circuit breakers,” interruptions in creations/redemptions for certain ETPs that can lead to premiums/discounts and tracking error); and futures and clearing specific constraints (including basis risk, position limits and accountability levels, trading halts, and rapid, material changes to initial and variation margin and collateral requirements), as well as applicable CFTC, exchange and National Futures Association (“NFA”) rules and risk controls. These exposures also depend on the performance and soundness of sponsors, authorized participants, custodians, futures commission merchants, clearinghouses and other intermediaries. Assets held by an intermediary may be inaccessible or treated as part of a bankruptcy estate in an insolvency. In addition, heightened operational, custody and cybersecurity risks associated with distributed ledger technology, wallet and key management, smart contracts, oracles and third party service providers could result in substantial losses. The legal and regulatory landscape for digital assets and related products—both in the U.S. and in non U.S. jurisdictions—remains unsettled and continues to evolve. Prior acceptance of any disclosure or offering document by a self-regulatory organization does not constitute approval or a finding that such document is accurate or complete, and regulators (including the SEC, CFTC and NFA) may later require revisions. Regulatory positions and staff level guidance relating to digital assets and custody practices have changed over time and may continue to do so, and changes in applicable laws, rules, interpretations or supervisory priorities—including those affecting digital asset ETPs, CME listed bitcoin and ether futures and options thereon, clearing and margin frameworks, custody, prudential treatment, tax characterization and disclosure—may increase compliance and operational costs, restrict product availability or trading capacity, impose or tighten position limits, or require a Client to modify, reduce or cease particular investments at disadvantageous times. Opaque and dispersed underlying spot markets pose asset verification challenges and increase manipulation and fraud risks that can adversely affect the pricing and liquidity of related derivatives and ETPs. Transaction fees on certain networks and at intermediaries may rise sharply during stress. Cybersecurity incidents at

exchanges, custodians or other providers can result in substantial, immediate and potentially irreversible losses or downward price pressure across related products. Weather Derivatives. Weather derivatives are options, swaps and/or other derivatives that reference weather related indices such as CDDs (i.e., “cooling degree days”), HDDs (i.e., “heating degree days”), precipitation and/or other weather events. Weather derivatives are inherently risky and volatile Instruments whose value changes with actual and anticipated weather-related events and non-events and are therefore extremely volatile and illiquid products. Real Estate and Real Estate Related Securities. Investments in REITs, other real estate related securities or indices and fee simple assets and/or derivatives upon these Instruments are subject to the risks incident to the ownership and operation of real estate generally. Real estate values are affected by a number of factors, including changes in the general economic climate, local conditions (such as an oversupply of space or a reduction in demand for space), the quality and philosophy of management, competition based on rental rates, attractiveness and location of the properties, financial condition of tenants, buyers and sellers of properties, quality maintenance, insurance and management services, and changes in operating costs. Real estate values are also affected by such factors as government regulations (including those governing usage, improvements, zoning and taxes), interest rate levels, the availability of financing and potential liability under changing environmental and other laws. Credit Correlation Trading Risks. The Adviser may seek to structure investments in certain tranches of structured credit portfolios that will provide current yield to the portfolio, offer benefits from large correlated moves in portfolios of credits, and isolate other arbitrage opportunities. The Adviser may employ various credit strategies, including single name credit derivatives, credit derivative indices, individually tailored baskets of credit derivatives, tranches of credit derivative indices and baskets, and other credit-related products, structures, and vehicles. Credit correlation strategies are exposed to certain assumptions and outcomes. Among them are the probability as well as the timing of individual defaults in diversified credit portfolios and the anticipated levels of correlation among credit spread movements and of defaults within structured credit portfolios. Trade structures may be determined, among other factors, by the Adviser’s outlook for individual credits in the underlying portfolios, for changes in implied correlation levels, and for technical market factors (including supply of, and demand for, structured credit), as well as by the Adviser’s specific credit opinions and by the extent to which the Adviser expects to benefit from future unexpected credit events. Interest Rate Transactions. Interest rate transactions include swap, cap or floor transactions. Interest rate swaps involve the exchange by the Clients with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Clients receiving or paying, as the case may be, only the net amount of the two payments). Swaptions are options granting its owner the right but not the obligation to enter into an underlying swap. Swaptions can be traded on a variety of swaps, but typically are done so on interest rate related Instruments. Payor swaptions give the owner the right, but not the obligation, to enter into a swap whereby they pay the fixed leg and receive the floating leg. Receiver swaptions give the owner the right, but not the obligation, to enter into a swap whereby they pay the floating and

receive the fixed leg. Interest rate caps and floors are similar to options in that the purchase of an interest rate cap or floor entitles the purchaser, to the extent that a specified index exceeds (in the case of a cap) or falls below (in the case of a floor) a predetermined interest rate, to receive payments of interest on a notional amount from the party selling the interest rate cap or floor. Interest Rate Risks. Investments in debt securities and related derivatives present interest rate risk. Generally, the value of debt securities will change inversely with changes in interest rates. As interest rates rise, the market value of debt securities tends to decrease. Conversely, as interest rates fall, the market value of debt securities tends to increase. This risk will be greater for longterm securities than for short-term securities. Interest rate risks include the following: (i)

Directional Movement in Interest Rates. Certain strategies will attempt to produce expected returns which have a low correlation to directional moves in interest rates. General shifts in the level of interest rates, however, could immediately affect the value of all components of the portfolio and could adversely affect its net performance. This risk would be greater for time periods less than the holding period of the investment targeted in the design of the portfolio. In addition, realized returns will likely depend not only on the level of rates, but also on the path along which rates move over the time from portfolio inception to the investment horizon.

(ii)

Correlation of Rates. Global government bond and swap curves exhibit irregular cycles during which fluctuations of adjacent components (yields for different maturity instruments) are highly correlated for extended periods, followed by brief episodes in which the correlations dramatically decline and the yield curve steepens, flattens or kinks. Although the loss of correlation can be clearly observed in retrospect, it is difficult to anticipate precisely the timing or the changes in the shape of the yield curve. The value of portfolios that are composed of instruments with differing maturities, coupons and embedded option features will be exposed to changes in yield curve shape.

(iii)

Interest Rate Volatility. The value of a portfolio depends inter alia upon two types of volatilities (measured as the standard deviation of the log of the period to period difference in interest rates): (i) the volatility of rate fluctuations experienced in the market; and (ii) the implied volatility used to price options in the market. The relationship between the two is neither well-defined nor intuitive and cannot generally be anticipated.

Municipal Market and Tax Reform Risk. The municipal market includes (i) debt securities of municipal issuers, (ii) collateralized debt obligations of issuers holding municipal securities and (iii) other derivatives upon municipal securities. Changes or proposed changes in federal tax laws could impact the value of those securities and/or related derivatives. Of particular concern would be large changes in marginal income tax rates or the elimination of the tax preference for municipal interest income versus currently taxable interest income. Also, the failure or possible failure of such debt issuances to qualify for tax-exempt treatment may cause the prices of such municipal securities and/or related derivatives to decline, possibly adversely affecting the value of the Clients’ portfolio. In addition, the municipal market is fragmented and very technically driven. There can be regional variations in economic conditions or supply-demand fundamentals.

Municipal bonds essentially cannot be shorted or be the subject of repurchase agreements, and any interest or other expenses incurred for their purchase cannot be deducted. What is issued by municipalities must be held by beneficial owners for their interest to be treated as tax-exempt. The municipal market is also still predominantly retail driven. For these reasons, it is subject to very different supply-demand fundamentals than corporate markets. Public information in the municipal market is also less available than in other markets, increasing the difficulty of evaluating and valuing securities. Municipal bonds and/or related derivatives held by the Clients may be secured by payments to be made by private companies and changes in market conditions affecting such bonds, including the downgrade of a private company obligated to make such payments could have a negative impact on the value of Clients’ holdings, the municipal market generally, or the Clients’ performance. Insurance-Related Instruments. Clients are permitted to have exposure to securities, notes and other debt Instruments (and derivatives thereof) related to insurance risks and obligations or catastrophes (whether natural or man-made). Such Instruments are particularly exposed to sudden substantial or total loss of value depending on insurance industry losses or if certain events occur, including hurricanes, earthquakes, tornadoes, windstorms, hail and other catastrophes. The inherently unpredictable nature of these types of events makes insurance-related Instruments subject to substantial volatility. Although insurance companies establish loss reserves, there can be no assurance that such loss reserves will be sufficient. Estimation of ultimate net losses, loss expenses and loss reserves is a complex process. Generally, actual historical loss development factors are used to project future loss development patterns, but there can be no assurance that loss development patterns, loss trends or loss development factors will be appropriately estimated. In addition, the value of the insurance-related Instruments could be adversely affected by changes in applicable laws or regulations or the interpretation or enforcement thereof. Clients may invest in insurance-linked securities and reinsurance-related securities, including event-linked bonds, shares or notes issued in connection with quota shares ("Quota Share Notes") or industry loss warranties ("ILW Notes"), event-linked swaps, and equity securities of companies in the reinsurance and insurance industry, and derivatives thereof (collectively, "reinsurancerelated securities"). As discussed herein, "reinsurance" means the practice where one entity transfers some or all of its risk of loss from certain events to another entity, whether through contingent claims transfers or recoveries based on defined event parameters. Event-linked bonds are variable rate debt securities for which the return of principal and payment of interest are contingent on the non-occurrence of a specified trigger event that leads to economic or human loss; the most common type is known as "catastrophe" or "CAT" bonds. Trigger events may include natural perils (such as hurricanes, earthquakes, or floods) or non-natural perils (such as commercial accidents or business interruptions), and are defined by three criteria — an event, a geographic area, and a loss threshold — all of which must be satisfied while the position remains outstanding. Clients have no limit as to the types of events, geographic areas, or loss thresholds they may reference. Clients may also invest in longevity and mortality bonds. The reinsurancerelated securities in which Clients typically invests are preferred shares or notes issued by a special purpose vehicle ("SPV") whose performance is tied to underlying reinsurance transactions; the Client, as holder, would participate in the underwriting results and investment earnings of the SPV's underlying reinsurance contracts. ILW Notes specifically provide exposure to transactions in which protection is purchased based on total losses from a catastrophic event to the entire insurance industry, rather than any particular insurer's losses, with the industry loss threshold (the

"trigger") reported by an independent third party and the protection amount referred to as the "limit." ILW Notes may also be linked to non-loss indices such as wind speed or earthquake magnitude. Insurance-related Instruments are often illiquid or non-tradable, and as a result Clients may have exposure to such Instruments for months or years, relying on valuation estimates by third-party service providers instead of dealer quotes or pricing services. Mortgage-Backed Securities and Asset-Backed Securities. The investment characteristics of certain mortgage-backed securities differ from those of traditional fixed income securities in that the payment of interest and principal on the mortgage-backed securities is on a more frequent schedule and there is the possibility that principal may be prepaid at any time due to prepayments on the underlying mortgage loans or other assets. These differences can result in significantly greater price and yield volatility than is the case with traditional fixed income securities. In general, “premium” securities will be adversely affected by faster-than-anticipated prepayments, while “discount” securities will be adversely affected by slower-than-anticipated prepayments. In some cases, price and yield volatility can be substantial. For example, stripped mortgage-backed securities are created by stripping a pool(s) of mortgage-backed pass-through securities to create an interest-only (IO) security and principal-only (PO) security. While the aggregated risk/reward characteristics of the IO and PO securities will resemble the underlying pass-through security, the price and yield sensitivity of the individual components will be much greater than that of the underlying pass-through security with respect to unanticipated changes in prepayments. The market for mortgage-backed securities also includes the to-be-announced (TBA) forward market and derivatives on such securities. Variable rate mortgage-backed securities include adjustable-rate mortgage securities that are backed by mortgages with variable rates, and CMO derivatives that pay a rate of interest that varies with a specified index. The value of these securities (and derivatives on such securities) can fluctuate significantly with the level of the specified indices as well as anticipated movements of the indices. The variable rate nature of these securities introduces another risk that must be measured and hedged. It is possible that this variable rate risk may interact in a complex form with the embedded prepayment risk of the security, making it difficult to hedge the Instrument. Asset-backed securities are subject to interest rate risk, prepayment risk and credit risk. Each type of asset-backed security also entails unique risks depending on the type of assets involved and the legal structure used. Other types of asset-backed securities include collateralized loan obligations (“CLOs”), which are limited recourse securitized pools of corporate loans payable solely from the underlying assets of the issuer. The underlying assets of the issuer are actively managed by CLO managers, especially within the reinvestment period. CLOs typically also have call feature optionality. Consequently, holders of equity and debt interests in CLOs must rely solely on distributions from the CLO assets and proceeds thereof and CLO deal call optionality. In addition, CLOs are typically separated into tranches of different degrees of credit quality. Lower rated tranches generally correspond to lower credit quality and therefore pay a higher spread due to an increase in credit risk, and interest payments may be deferred and compounded into the tranches’ principal balance if cash is not available for interest payments. If distributions on the CLO assets (or, in the case of market value

CLOs, proceeds from the sale of the CLO assets) are insufficient to make payments on the CLOs, no other assets will be available for payment of the deficiency and following realization of the underlying assets, the obligations of the issuer of the related CLO to pay such deficiency will be extinguished. As a result, investments in CLOs are subject to liquidity and credit risks and specifically the risk of default in the collateral pool. Further, the fixed income markets have at times experienced significant illiquidity. During such periods of market illiquidity, a CLO may not be able to sell assets in its portfolio or may only be able to do so at unfavorable prices, which may result in significant losses. Restricted or Non-Marketable Securities; Other Illiquid Investments. Restricted or nonmarketable securities involve a high degree of business and financial risk that can result in substantial losses. There may be no existing market for such securities and the Clients may not be able to readily sell such investments. In addition, the Clients’ assets may, at any given time, include securities and other Instruments or obligations that are extremely illiquid, making purchase or sale of such securities at desired prices or in desired quantities difficult or impossible. Further, the sale of any such investments may be possible only at substantial discounts and it may be extremely difficult to value any such investments accurately. Swap Agreements and OTC Derivative Instruments. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few days to more than a year. In a standard swap transaction, two parties agree to exchange the returns earned on specified assets, such as the return on, or increase in value of, a particular dollar amount invested at a particular interest rate, in a particular non-base currency or in a “basket” of securities representing a particular index. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary securities transactions. Interest rate swaps, for example, do not typically involve the delivery of securities, other underlying assets or principal. Accordingly, the market risk of loss with respect to an interest rate swap is often limited to the amount of interest payments that a Client is contractually obligated to make on a net basis. Whether a Clients’ use of swap agreements, if any, are successful in furthering its investment objectives will depend on the portfolio manager’s ability to correctly predict whether certain types of investments are likely to produce greater returns than other investments. These Clients bear the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. It is possible that developments in the swaps market, including potential government regulation, could adversely affect these Clients’ ability to terminate existing swap agreements or to realize amounts to be received under such existing agreements. The risks posed by such swap agreements and OTC derivative Instruments, which can be extremely complex and generally involve leveraging of Clients’ assets, include: (i) credit risk (e.g., the exposure to the possibility of loss resulting from a counterparty’s failure to meet its financial obligations); (ii) market risk (e.g., adverse movements in the price of a financial asset); (iii) legal risk (e.g., the characterization of a transaction or a party’s legal capacity to enter into it could render the financial contract unenforceable, and the insolvency or bankruptcy of a counterparty could preempt otherwise enforceable contract rights); (iv) operations risk (e.g., inadequate controls, deficient procedures, human error, system failure or fraud); (v) documentation risk (e.g.,

exposure to losses resulting from inadequate documentation); (vi) liquidity risk (e.g., exposure to losses created by inability to prematurely terminate the derivative); (vii) systematic risk (e.g., the risk that financial difficulties in one institution or a major market disruption may cause uncontrollable financial harm to the financial system); (viii) concentration risk (e.g., exposure to losses from the concentration of closely related risks such as exposure to a particular region, index, industry or particular entity); (ix) settlement risk (e.g., the risk faced when one party to a transaction has performed its obligations under a contract but has not yet received value from its counterparty); and (x) valuation risk (e.g., in valuing such Instruments, it is anticipated that Clients will typically rely on quotes or other information provided by counterparties). Swap agreements could also contain specific portfolio-level requirements and parameters involving, among other things, maintenance of minimum net assets, maximum net asset value drawdown restrictions, risk exposure limitations and volatility triggers (collectively, “Automatic Termination Events”) which, when triggered, could permit Clients’ counterparties to, among other things, substantially curtail Clients’ trading activities and/or liquidate all or a portion of the Clients’ portfolio. Should Clients’ trading activities trigger one or more of these Automatic Termination Events, a Client’s ability to continue to trade and/or manage its positions would be materially adversely affected. In addition to Automatic Termination Events, in certain cases a swap counterparty will have the right to terminate one or more swap positions of a Client upon the occurrence of certain pre-determined events, and this risk is inherent in the swap market (as compared to positions that are not traded via swap agreements). Price Limits (so-called “Circuit Breakers”). Certain exchanges do not permit trading at prices that represent a fluctuation in price during a single day’s trading beyond certain set limits. If prices fluctuate during a single day’s trading beyond those limits, which conditions have in the past sometimes lasted for several days in certain Instruments, a Client could be prevented from promptly liquidating unfavorable positions and thus be subject to substantial losses. In addition, even if futures prices remain within daily limits, it still might not be possible to execute futures trades at favorable prices if there is little or no trading in such futures. Exchange Intervention or Government Intervention in Futures Markets. An exchange or a government authority could suspend or limit trading in a particular futures contract or other Instrument, order immediate settlement or order that trading in a particular contract or other Instrument be conducted for liquidation only. This would likely result in losses to a Client, which may be material.

Item 9. Disciplinary Information On January 16, 2025, the Adviser and another Two Sigma Affiliate (which, for purposes of this

According to the Order: beginning in at least March 2019, Two Sigma employees expressed concern that numerous Two Sigma personnel had unfettered read and write access to a firm database that stored Model “parameters”—variable inputs that impact the stock predictions generated by Models—used by certain of Two Sigma’s live-trading Models; these employees expressed concern that such personnel could make changes to these Model parameters without review or approval and that such changes could materially impact Two Sigma’s investment decisions for its Clients; despite Two Sigma employees identifying and providing senior management with proposed solutions, the Adviser failed to reasonably address these vulnerabilities for years and, despite also knowing about these vulnerabilities, the other Two Sigma Affiliate also failed to take reasonable steps to address them; between November 2021 and August 2023, a Two Sigma employee, who had read and write access to the database, changed Model parameters without approval for fourteen Models that Two Sigma was using in live trading; the employee’s unauthorized changes caused these Models to perform differently than expected such that Two Sigma made investment decisions that it otherwise would not have made for Clients; and the employee’s changes resulted in certain Clients overperforming by more than $400 million and other Clients underperforming by approximately $165 million. According to the Order: Two Sigma breached its fiduciary duty of care in violation of Section 206(2) of the Advisers Act; Two Sigma failed to adopt and implement written policies and procedures reasonably designed to address the recognized access control vulnerabilities to the Models described above, resulting in violations of Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder; and the Adviser failed reasonably to supervise the employee, within the meaning of Section 203(e)(6) of the Advisers Act, with a view to preventing and detecting the employee’s violations of the federal securities laws. Two Sigma voluntarily repaid the negatively impacted Clients approximately $165 million starting in December 2023 and January 2024. Separately, according to the Order, between at least April 2019 and February 2024, Two Sigma entered into separation agreements with employees that required these employees to represent to Two Sigma that they had not filed a complaint with any governmental agency in order to receive certain post-separation payments and benefits. Two Sigma’s use of the separation agreements, according to the Order, violated Rule 21F-17(a) of the Exchange Act, which prohibits any person from taking any action to impede an individual from communicating directly with the SEC staff about a possible securities law violation. The Order provided that the SEC staff is not aware of specific instances in which Two Sigma took any action against any departing employee for

breaching the separation agreements, in which a current or former Two Sigma employee was prevented from communicating with the SEC staff about potential violations of securities laws, or in which Two Sigma took action to otherwise prevent such communications, including with respect to the events described herein. The Order required that Two Sigma cease and desist from committing or causing any violations and any future violations of Rule 21f-17(a) under the Exchange Act and Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-7 thereof. Additionally, the Order required that Two Sigma be censured and that each of the Adviser and the other Two Sigma Affiliate pay a civil money penalty of $45,000,000 to the SEC. Two Sigma paid the civil money penalty on January 23, 2025. On March 28, 2017, a Panel of the Business Conduct Committee of the Chicago Board of Trade (“CBOT”) accepted an offer of settlement from the Adviser in connection with a CBOT position limit rule. The CBOT Notice relating to this matter stated that on February 22nd and February 23rd, 2016, certain Clients and clients of another Two Sigma Affiliate held aggregated wheat futures positions in excess of the CBOT standard all month limit. Upon discovery, the overage was liquidated to bring the aggregate position into compliance with the CBOT limits. As part of the settlement, the Adviser agreed to pay a fine of $25,000, while neither admitting nor denying any rule violation.

Such agreements, transactions or other arrangements may involve fees, commissions, servicing payments, discounts, rebates and/or other benefits to such portfolio companies, the Adviser or its affiliates, as applicable. The Adviser has a conflict of interest in allocating the time and activity of its employees among the Clients and certain of its affiliates. The Adviser will from time to time share employees and other resources among the Adviser and its affiliates. Certain employees of the Adviser will devote time (including full-time support for certain employees) to providing services to affiliates that could potentially be spent in support of Clients. Such services include engineering, data strategy and data science services, investment research, and the development and maintenance of systematic models and strategies, and the Adviser’s affiliates will pay the Adviser for such services. In addition, such activities present a risk that the Adviser will receive material non-public information through relationships maintained by its affiliates, which could adversely affect Clients as discussed in more detail in Item 8 and Item 11 of this brochure. In addition, certain related persons of the Adviser are affiliated with and/or own interests in Two Sigma Principals, LLC which, as the general partner, member or allocation shareholder (or similar entity) of various Clients, is entitled to receive the performance-based compensation from certain Clients as discussed in Item 5 hereof. Investment Advisers The Adviser’s affiliates include three active investment advisers registered with the SEC: TSPI, LP (“TSPI”); Two Sigma Real Estate, LP (“TSRE”); and Two Sigma Ventures, LP (“TSV”). The brochures for each of TSPI, TSV and TSRE are available through the SEC’s Investment Adviser Public Disclosure website. TSPI, a Delaware limited partnership, changed its name from “Sightway Capital, LP” as of August 18, 2020 and generally focuses on private equity-style investments. TSRE, a Delaware limited partnership, focuses on real estate and real estate-related investments. TSV, a Delaware limited partnership, focuses on venture capital investments, including negotiated transactions in operating entities that utilize advanced science, technology, computing, engineering, and/or mathematics to innovate in their selected market.

In addition, the Adviser is the owner of Two Sigma International Limited (“TSIL”), which is authorized and regulated by the Financial Conduct Authority of the United Kingdom and provides a number of services for the Adviser and certain affiliates. Among other things, the Adviser relies on personnel employed by TSIL for certain trading and advisory services for certain Clients. Specifically, TSIL serves as a “participating affiliate” of the Adviser, and such personnel as “affiliate associated persons,” as such terms are used in no-action relief granted by the SEC for purposes of permitting the sharing of investment advisory personnel and services of a non-U.S. affiliate of a registered investment adviser. Pursuant to these arrangements, TSIL and the affiliated associated persons will be subject to certain oversight requirements by the Adviser, as well as certain conditions and undertakings prescribed by the SEC. Services provided by TSIL to the Adviser for the benefit of Clients are considered to be services provided by the Adviser directly. Accordingly, any operating expenses of Clients will remain payable by Clients if incurred by TSIL to the same extent as if they had been incurred by the Adviser. The Adviser is also affiliated with Two Sigma China Co., Ltd. (“TSC”), which is licensed as a Private Fund Manager with the Asset Management Association of China. TSC, a Chinese Wholly Foreign-Owned Enterprise incorporated as a limited liability company, manages Chinese private investment funds that trade a broad range of instruments in China. There is overlap between certain of the Instruments traded by TSC on behalf of its managed funds, and those traded by the Adviser on behalf of certain Clients. Commodities and Futures The Adviser is registered as a commodity pool operator and a commodity trading adviser with the CFTC under the Commodity Exchange Act. In connection with the Adviser’s registration as a commodity pool operator and commodity trading adviser, certain of the Adviser’s management persons and personnel are registered as associated persons of and/or as principals of the Adviser. Broker Dealers The Adviser is also affiliated with Two Sigma Securities, LLC (“TSS”) and Two Sigma Execution Services, LLC (“TSES”), broker-dealers registered with the SEC and members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). TSS is currently a member of various U.S. selfregulatory organizations and exchanges, and is licensed as a “High Speed Trader” in Japan. TSS trades for its own account and generates substantial trading volume in equities, options and futures, and expects such trading volume to grow. TSES provides agency brokerage services to the Adviser, serving as an introducing broker for one or more Proprietary Funds. In addition, the Adviser is affiliated with Two Sigma Securities UK Limited (“TSS UK”), which is authorized as an investment firm with the United Kingdom’s Financial Conduct Authority and trades for its own account. Certain of the Adviser’s employees are registered representatives or principals of TSS, TSS UK and/or TSES (collectively, “Affiliated Brokers”). In addition, the Adviser and the Affiliated Brokers engage in a significant degree of resource and research sharing activities and may draw upon shared strategies and Techniques. Certain research or technology collaborations between the Adviser and the Affiliated Brokers result in the development of strategies and Techniques that are deployed in the Affiliated Brokers but not on behalf of Clients. Sharing arrangements and

collaborations are subject to a range of supervisory and compliance controls that seek to ensure the activity is appropriately governed and performed in a manner consistent with the applicable regulatory obligations of the Adviser and the Affiliated Brokers as applicable. There can be no guarantee, however, that such controls and oversight functions will fully mitigate the adverse effects to Clients from these activities. The Adviser and the Affiliated Brokers also share personnel, technology and trading infrastructure. This sharing is governed by licensing and/or certain expense-sharing arrangements. While there are benefits to the Adviser’s Clients and to the Affiliated Brokers of such resource and technology sharing, certain conflicts of interest arise. Certain personnel of the Adviser dedicate part of their time and expertise to the Affiliated Brokers, while certain other personnel of the Adviser fully dedicate their time and expertise to the Affiliated Brokers, instead of focusing on the Adviser’s activities on behalf of Clients. Certain TSS business lines indirectly interact with one or more Proprietary Trading Vehicles utilized by certain Clients. Currently, the TSS agency brokerage business provides order routing and agency crossing services in equity securities for TSES, which in turn receives orders from the Adviser on behalf of such Proprietary Trading Vehicles. Additionally, TSS’s Wholesale Market Making business (“WMM”) has in the past and could in the future receive orders in equity securities from TSES, which in turn receives orders from the Adviser on behalf of a Proprietary Trading Vehicle, and such orders would be directed for crossing with orders WMM handles for non-affiliated broker-dealers. TSS also operates certain other proprietary trading businesses. Neither TSES nor TSS currently custodies assets or self-clears trades for the Adviser or its Clients, but they may do so in the future. TSES charges commissions and other fees to the Proprietary Trading Vehicles that utilize its services, which are then borne by the Clients that utilize such Proprietary Trading Vehicles. Such commissions and fees are not the result of arms’ length negotiations and not necessarily the lowest commission rates or fees available as compared to similar services offered by other firms. Certain of the Adviser’s employees also have a conflict of interest arising from the additional compensation they receive based upon, in large part, the amount of commissions, fees and other revenues received or derived by the Affiliated Brokers, including in respect of orders from Proprietary Trading Vehicles. Thus the Adviser may be deemed to have a financial conflict of interest as it is incentivized to cause a Client to execute trades directly or indirectly through TSES and/or TSS, rather than through an unaffiliated entity and/or to engage in more transactions than it would if such trades were executed through an unaffiliated entity. The Adviser and the Affiliated Brokers have adopted policies and procedures that seek to mitigate many potential conflicts of interest intrinsic to Clients executing transactions directly or indirectly with TSES and/or TSS, including the following: (i) TSES and TSS will not trade as principal with Clients; (ii) TSES and TSS currently do not custody assets or clear trades for the Adviser or its Clients; (iii) all TSES and TSS trades will be cleared through third-party clearing brokers that TSES and TSS believe to be reputable; (iv) the Adviser seeks to ensure that market-competitive commission rates are paid by Clients to TSES and TSS; and (v) the Adviser incorporates TSES (and indirectly TSS) in its review of execution quality provided by executing broker-dealers. Separately, the Adviser and each of TSES and TSS have executed an information protection

agreement to ensure appropriate treatment is provided to confidential information, including orders, that the Adviser sends to TSES and/or indirectly TSS. Licensing The Adviser currently licenses, and intends to continue to license, a significant number of strategies and Techniques to certain affiliates, including TSS and TSC, to, among other things, enhance overall Firm Profitability. The Adviser has the sole discretion to select the strategies and Techniques that it licenses. Please see Item 8. “Methods of Analysis, Investment Strategies & Risk of Loss—Material Risks (Including Significant or Unusual Risks) Relating to Investment Strategies—Adverse Effects of Certain Continued Licensing.”

These activities create conflicts of interest between such persons and Clients with regard to, among other matters, the allocation of limited investment opportunities and the timing of purchases and sales, particularly where trading by the Adviser’s access persons and its affiliates may have an impact on the price of Instruments traded by Clients. To ensure trading by the Adviser’s access persons is conducted in a manner that (i) does not adversely affect the Adviser’s trading on behalf of the Clients and (ii) is consistent with the fiduciary duties owed by the Adviser to the Clients, the Code and attendant policies and procedures govern, among other things, transactions by the Adviser’s access persons and other “covered persons” (e.g., any such access person’s spouse, immediate family members who share the same household, any person to whom an access person provides primary financial support, partnerships and corporations in which access persons maintain a certain level of beneficial interest, and any person with whom access persons share common financial support). The Code and such policies and procedures contain provisions designed to, among other things, (i) prevent improper personal trading by the Adviser’s access persons and other covered persons; (ii) identify actual or potential conflicts of interest; and (iii) provide guidance in resolving certain actual or potential conflicts of which the Adviser is aware in favor of the Clients. The Code and such policies and procedures, among other things, generally (i) require pre-clearance of personal trades in “reportable securities” (as defined in the Code) and certain other assets by the Adviser’s access persons and covered persons, subject to certain exceptions; (ii) restrict the number of such trades by the Adviser’s access persons and covered persons in a given month; (iii) prohibit certain trading by the Adviser’s access persons and covered persons in securities of issuers listed on any applicable restricted list; (iv) require a certain minimum holding period; and (v) prohibit the Adviser’s access persons and covered persons from participating in “new issues” and engaging in short sales. All accounts that have the ability to hold securities and all holdings in reportable securities must be disclosed upon joining the Adviser and confirmed and/or updated periodically, subject to certain exceptions. The Adviser has also adopted policies and procedures regarding the exchange of gifts and entertainment by access persons with certain third parties. Specifically, access persons must report the exchange of gifts and entertainment in excess of pre-established de minimis thresholds and preclear the exchange of gifts and entertainment in excess of pre-established thresholds. Gifts and entertainment reports are reviewed for potential conflicts of interest.

The Code and the Adviser’s other policies and procedures also address the following key areas: (i) recordkeeping; (ii) oversight of the Code; (iii) conflicts of interest; (iv) the treatment of confidential information; (v) compliance with applicable rules and regulations; (vi) reporting misconduct; (vii) political contributions; and (viii) outside activities. The Adviser provides periodic training to access persons regarding the Code and the Adviser’s other policies and procedures. The Adviser from time to time comes into possession of certain information that it believes may be confidential or material non-public information. The Adviser from time to time receives such information directly as a result of its investment advisory activities for any individual Client, indirectly as a result of its relationship with affiliates, or through other activities such as strategic partnership negotiations or an access person’s board or credit committee service. The Adviser will often be prohibited from using such information for a Client’s benefit. The Adviser’s policies and procedures prohibit the communication of such information outside of the Adviser and typically prohibit the communication of such information internally within the Adviser to persons other than the General Counsel and/or the Chief Compliance Officer or their designees. The Adviser will have no responsibility or liability to the Client for not disclosing such information to a Client (or the fact that the Adviser possesses such information), or not using such information for a Client’s benefit. While not anticipated in the ordinary course of business operations, the Adviser and/or its affiliates have engaged, and may in the future engage, in principal transactions with Clients. Any such transactions will be effected in accordance with the notice and consent requirements of Section 206(3) of the Advisers Act, to the extent applicable. Further, the Adviser and/or its affiliates may, in their discretion and without further notice, engage in cross trading between and among Clients (i.e., non-agency cross trades where the Adviser or its affiliates do not act as broker or dealer to the transaction). Such cross transactions are not subject to the notice and consent requirements of Section 206(3) of the Advisers Act. As noted in Item 6. “Performance-Based Fees & Side-by-Side Management,” certain of the Clients are owned in large part or entirely by Proprietary Capital. Item 6 also summarizes the Adviser’s allocation of trades.

“Performance-Based Fees & Side-by-Side Management— Certain Conflicts of Interest Associated with Side-by-Side Management—Trading and Execution; Use of Multiple Execution Desks.” The Adviser’s traders enter orders and monitor trading activity through one or more user interfaces. Interfaces vary by execution desk. The relevant user interface(s) allow a trader to determine the appropriate means for handling an order and to choose automated or manual order handling. Orders are executed through trading systems maintained with a broker-dealer and/or other market intermediary (each, a “Market Intermediary”) for execution. The Adviser chooses Market Intermediaries based primarily on their execution capabilities, nonexecution services provided, research, financial stability, reputation, access to relevant markets and expertise in trading particular types of Instruments. In providing services to the Clients, the Adviser accesses a variety of Market Intermediaries’ brokerage services, including order execution by a particular Market Intermediary, direct market access and third-party algorithms. The Adviser, in its discretion, may exercise significant control over the brokerage process or rely more heavily on the trading decisions of Market Intermediaries. The nature of specific markets, limited means of market access and/or the limited counterparty availability for Clients in certain geographical regions, may require that the Adviser obtain exposure to certain Instruments through a single Market Intermediary swap provider. Using one or a limited number of Market Intermediaries exposes the Client to concentrated counterparty risk. Please see Item 8. “Methods of Analysis, Investment Strategies & Risk of Loss—Material Risks (Including Significant or Unusual Risks) Relating to Investment Strategies—Derivative Risk, Settlement Risk and Credit and Concentration Risk of Market Intermediaries and Custodians.” The Adviser has discretion as to how these exposures are acquired through Market Intermediaries and may therefore enter or forego from entering into arrangements with other swap providers and/or trade directly on various exchanges. As part of its best execution responsibilities, the Adviser reviews and monitors, among other things, data regarding trade executions and Market Intermediaries. The Adviser analyzes whether trades executed through the Shared Execution Desk are consistent with the Adviser’s best execution policies and procedures. Consistent with seeking overall best execution, the Adviser, rather than pay a rate for execution only, may pay higher rates (“Commissions”) to obtain research and other services provided by a Market Intermediary (or provided by third parties to whom the Adviser directs payment from the Market Intermediaries). The Adviser may also pay higher commissions to a Market Intermediary that also: (i) provides the Adviser (or an affiliate) with the opportunity to participate in capital

introduction events; (ii) refers investors to the Adviser or to other products advised by the Adviser (or an affiliate); and/or (iii) provides the Adviser (or an affiliate) with the opportunity to participate as appropriate in securities offerings or privately negotiated securities transactions. Accordingly, a Client may pay higher commissions to Market Intermediaries that provide these services and benefits (or that are provided by third parties to whom the Adviser directs Market Intermediaries to pay) than such Client would pay to other Market Intermediaries that do not provide these services and benefits (or the ability to direct payments to other third parties), based on the Adviser’s recognition of the value of the research, brokerage and other services that would otherwise be an expense of a Client. Please refer to Item 6. “Performance-Based Fees & Side-by-Side Management—Certain Conflicts of Interest Associated with Side-By-Side Management—Trading and Execution; Use of Multiple Execution Desks” for further information regarding the procedures adopted by the Adviser for allocating trades among its Clients including procedures for order aggregation. The Adviser currently only uses Commissions, referred to as “soft dollars,” to obtain research and brokerage services within the scope of Section 28(e) of the Securities Exchange Act of 1934, as amended. Section 28(e) is a safe harbor that permits an adviser to pay a higher commission rate without breaching its fiduciary duty if it determines in good faith that “the amount of the commission was reasonable in relation to the value of brokerage and research services provided” by a Market Intermediary. The Adviser received brokerage and research services paid for with soft dollars during its last fiscal year. The Adviser used, and expects to continue to use, soft dollars for brokerage and research products and services that provide lawful and appropriate assistance to the Adviser in carrying out its investment decision-making responsibilities, as permitted under Section 28(e). While the Adviser currently does not do so, the Adviser is also permitted under its Clients’ offering documents to use soft dollars to pay certain Client expenses that are outside of the scope of Section 28(e). The Adviser acknowledges and understands that it has an obligation to seek “best execution” for its Clients’ transactions under the circumstances of the particular transaction. Consequently, notwithstanding the Adviser’s soft dollar policy, the Adviser will direct transactions to a Market Intermediary only if it reasonably believes that doing so is consistent with its best execution obligation. The use of Commissions (or certain mark-ups or mark-downs) to obtain research and brokerage products and services raises conflicts of interest because the cost of such products and services will be included in Commissions that the Client pays rather than a cost paid by the Adviser. This creates an incentive for the Adviser to use Market Intermediaries that provide soft dollars. The Adviser, however, will make a good faith determination that the amount of Commissions paid is reasonable in light of the research and brokerage services obtained. In some instances, the Adviser receives a product or service that may be used only partially within the Section 28(e) safe harbor. The receipt of benefits and the determination of the appropriate allocation in the case of such “mixed use” products or services creates an additional potential conflict of interest between the Adviser and the Clients. In such instances, the Adviser will make a good faith effort to determine the portion of the “mixed use” product or service that is within the scope of Section 28(e) and that portion that is outside of the scope of Section 28(e). The Adviser may pay for the portion of the product or service that is within Section 28(e) with soft dollars generated on Commissions paid for Client transactions, and the proportion used for other purposes will be paid for by the Adviser from its own resources. The Adviser negotiates with Market Intermediaries to set the commission

mark-ups for soft dollar transactions and such mark-ups may differ based on factors including the asset classes and geographic regions traded, Market Intermediaries, commission structures, and whether the Client pursues a high-turnover strategy. Commission mark-ups are updated from time to time as the Adviser seeks to cover its expected soft-dollar eligible research expenses pursuant to objective criteria. Notwithstanding the application of objective criteria, the total soft dollar payments will differ among Clients, and some trading entities (including Proprietary Trading Vehicles) that exclusively utilize Market Intermediaries without soft dollar arrangements or solely trade Instruments ineligible for soft dollar Commissions will not contribute to soft dollar accruals. The Adviser has a conflict of interest because it has greater incentive to set mark-ups with Market Intermediaries that ultimately reduce the total soft dollars paid by Clients expected to contribute more, at least on a relative basis, to Firm Profitability. There can be no assurance that such conflict will be effectively managed or mitigated. The Adviser uses research and brokerage services for which a Client has paid Commissions in its other investment activities, including for the benefit of other Clients. While soft dollar credits are generated by certain Clients, soft dollar credits are not allocated for use by the specific Clients that generated the soft dollar credits; rather, the credits are used to benefit Clients collectively. Research and brokerage services paid with soft dollars generated by one Client have in the past and may in the future be used to benefit one or more other Clients, including Clients that did not pay for the soft dollar benefits. Additionally, soft dollar balances are likely to be treated as unsecured claims in a bankruptcy of a Market Intermediary, meaning that the Adviser and its Clients would likely lose some or all of the value of such soft dollars in the event of a bankruptcy. During the Adviser’s last fiscal year, as a result of client brokerage commissions (or mark-ups or mark-downs), the Adviser and/or its related persons acquired: research reports (including market research); brokerage services, corporate governance research and rating services; inputs from traders, analysts, experts on selected subjects, and other market participants (e.g., in connection with the use, implementation and support of the alpha capture systems, including those developed by the Adviser and/or its affiliates); and data services (including services providing market data, news data, company data (including financial data), trade analytical software, certain valuation and pricing data and economic data). In selecting or recommending broker-dealers, the Adviser may consider whether a broker-dealer provides client referrals or opportunities to participate in capital introduction programs. To address this conflict of interest, the Adviser may execute trades through broker-dealers that refer clients or provide access to capital introduction opportunities to the Adviser or a related person only if the Adviser determines that executing trades with such broker-dealers are consistent with the Adviser’s obligation to seek best execution and not a means of remunerating the broker-dealer for referrals and capital introduction opportunities.

Investors in Clients that are private investment funds are provided with audited annual financial statements typically within one hundred twenty (120) days of the end of the fund’s fiscal year. In addition, such investors are provided with unaudited statements typically within thirty (30) days of the end of each month. In the case of certain subadvisory relationships, the Adviser provides reports to the primary adviser for inclusion, as applicable, in such adviser’s reports to investors as may be described in the applicable sub-advisory agreement or prospectus and supplemental disclosure document of the Client. Clients and/or the Adviser may enter into and have entered into agreements with certain investors to provide such investors with additional (or more frequent) reports, including detailed information regarding portfolio positions.

Additionally, in accordance with applicable law, the Adviser compensates certain third parties for assistance in connection with soliciting Canadian and Japanese investors in certain Clients. Additionally, the Adviser may compensate broker-dealers that provide referrals, to the extent consistent with best execution as discussed in Item 12. The Adviser has developed extensive relationships through a lengthy and continued course of dealing with certain third-party investment consultants (“Investment Consultants”) that are neither affiliated with nor compensated by the Adviser. Investors and prospective investors in Clients retain these same Investment Consultants from time to time to advise them on the selection and review of investment managers and investment products, including in respect of the Adviser and its Clients. Such Investment Consultants do not act on behalf of the Adviser, and their services are generally outside the scope of any offering of securities by the Adviser and/or its Clients. Further, the Adviser does not participate in the advisory services offered by such Investment Consultants to their clients and generally seeks to ensure that Clients and investors in Clients rely solely on the Client’s Applicable Governing Documents. The Adviser receives certain research or other products or services from broker-dealers through “soft dollar” arrangements, which are discussed in greater detail in Item 12.

The Adviser generally has the authority to determine (i) the Instruments to be purchased and sold for Clients (subject to restrictions on its activities set forth in the Applicable Governing Documents and any written investment guidelines), and (ii) the amount of Instruments to be purchased or sold for Clients. See Item 6 for a discussion of the Adviser’s allocation and aggregation practices. The Adviser, directly or indirectly, from time to time, causes certain of the Clients to purchase equity securities that are part of IPOs (under FINRA rules, referred to as “New Issues”). The Adviser will determine those Clients that are eligible to participate in the IPOs and will allocate such IPO securities in a manner consistent with applicable law and the Adviser’s fiduciary duties among such Clients. Subject to any restrictions in a Client’s Applicable Governing Documents, the Adviser is authorized to determine, among other things the (i) manner in which New Issues are directly purchased, held, transferred and sold and any adjustments (including interest) with respect thereto; (ii) manner in which the investors will participate in the profits and losses from New Issues; (iii) investors who are eligible and ineligible to participate in the profits and losses from New Issues; (iv) method by which profits and losses from New Issues are to be allocated among the investors in a manner that is permitted under the FINRA rules; and (v) time at which New Issues are no longer considered as such under the FINRA rules. Investors in Clients may elect to be treated as either eligible or ineligible to participate in the profits and losses from New Issues (if any).

When voting proxies, the Adviser generally utilizes the services of a third-party proxy agent that votes pursuant to guidelines agreed upon with the Adviser in advance. Such services of a thirdparty proxy agent are believed to mitigate certain conflicts of interest between the Adviser and Clients. However, there can be no assurance that this practice will eliminate all potential conflicts of interest with respect to proxy voting. If a material conflict of interest between the Adviser and a Client is brought to the Adviser’s attention, the Adviser will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the Client or take some other appropriate action. An investor in a Client can obtain a copy of the Adviser’s proxy voting policies and procedures, which include information as to how the Adviser voted proxies for each applicable Client in which the investor is invested, by contacting the Adviser’s Investor Relations Department at (212) 6255700.