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Balyasny Asset Management L.P.: investment adviser

Balyasny Asset Management L.P. is an investment adviser registered with the SEC (file 801-66002, CRD 138111). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$248.1B
Discretionary
100%
Accounts
48
Employees
2,434
In advisory roles
1,026
Disclosures
3

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

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

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

Clients and fees

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

Client typeClientsAssetsShare
Private funds and other pooled vehicles48$248.1B100.0%

How it is paid

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

Services

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

Who owns it

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

Direct owners (Schedule A)

OwnerTypeRoleStakeSinceControlPublic company
Balyasny Asset Management Holdings LPCompany (U.S.)Limited partnerE 75% or moreJul 2020Yes

Indirect owners (Schedule B)

OwnerOwns a stake inTypeStakeControlPublic company
Dames GP LLCBalyasny Asset Management Partner Holdings LPCompany (U.S.)F General partner, trustee or managing memberYes
Balyasny Asset Management Holdings LPBam GP LLCCompany (U.S.)E 75% or moreYes
Dmitry BalyasnyDames GP LLCPersonE 75% or moreYes
Dmitry BalyasnyBalyasny Asset Management Partner Holdings LPPersonD 50% to 75%Yes

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

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

Disciplinary history

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

Item 11 questions answered Yes

These questions cover the firm and its advisory affiliates.

  • Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?

Actions about affiliates (3)

  1. Apr 5, 2024
    Regulatory Action: ICE NGX Canada Inc. FinalAbout an affiliate: Atlas NG, LLCSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $1,000 · Begun Apr 5, 2024 · Resolved Apr 5, 2024 · Other · Docket N/A

    Atlas NG LLC submitted an invoice payment one day late to ICE NGX Canada Inc.

    A summary sanction of one thousand ($1,000) canadian dollars was levied against Atlas NG LLC. the sanction was paid on April 11, 2024.

  2. Sep 6, 2019
    Regulatory Action: Finansinspektionen - Swedish Financial Supervisory Authority ("Sfsa") FinalAbout an affiliate: Balyasny Europe AssetSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $15,416 · Begun Dec 10, 2018 · Resolved Sep 6, 2019 · Decision · Docket FI DNR 17-142

    Balyasny Europe Asset management LLP ("BEAM")made a late submission of a net short filing notification to the swedish regulator sfsa.

    The total settlement amount of $15,416 was levied against the relying advisor Balyasny Europe Asset management LLP. The settlement amount was paid on November 5, 2020.

    Sfsa determined that beam made a late net short position notification to the sfsa. Beam appealed the decision. However, the appeal was unsuccessful. The appeal was decided on 06 September 2019; however, beam was not notified of the decision. As a result, the matter was not concluded until such time beam was made aware of the final decision.

  3. Jul 17, 2019
    Regulatory Action: State of New Hampshire, Department of State Bureau of Securities Regulation FinalAbout an affiliate: Atlas Enhanced Fund, L.P.Sanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $2,500 · Begun May 17, 2019 · Resolved Jul 17, 2019 · Settled · Docket I-2019000013

    Atlas Enhanced Fund, L.P. made a late submission of the notice filing for its first sale of securities in the state of New Hampshire.

    The total settlement amount of $2,500.00 was levied against the advisory affiliate (Atlas Enhanced Fund, L.P.). The settlement amount was paid on July 17, 2019.

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

The brochure

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

Balyasny Asset Management LP Form ADV Part 2A, filed Mar 27, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

As of December 31, 2025, BAM managed approximately $29,393,600,000 in client assets on a discretionary basis. BAM does not manage client assets on a non-discretionary basis. Item 5

Fees and Compensation

Item 5.A. As mentioned in Item 4.B., the Investment Funds are available only to persons who are “qualified purchasers” under the IC Act. In general, the fees for the Investment Funds are not negotiable. The Investment Funds, other than the Atlas Access Funds (as defined in this Item 5.A), typically pay an annual asset-based management fee (“Management Fee”), calculated and payable monthly in advance (for additional detail see Item 5.D.), depending on the specific Investment Fund and the terms associated with a specific share class or investment option.

Read the rest of Item 4 (3,051 more words)

The Investment Funds, other than the Atlas Access Funds, are also responsible for an incentive allocation based on a percentage of the performance of the portfolio (“Incentive Allocation”), calculated on the basis of both realized and unrealized gains and losses. Depending on the specific Investment Fund and the terms associated with a specific share class or investment option, the Incentive Allocation will generally be calculated on net profits based on either a fixed rate of 20% or on a tiered rate of 10% to 30% of the annualized net rate of return of the specific investor, subject to a loss carryforward. Additionally, Investment Funds also pass-through expenses associated with the costs of the various Investment Teams, as defined and described more fully below (in this Item 5.A.). The pass-through expenses, including Investment Team-Related Expenses allocated to the Investment Funds, are material. The Atlas Access Funds do not pay a Management Fee. The Atlas Access Funds distribute carried interest to the general partner after investors in the Atlas Access Funds receive 100% of their capital contributions. Generally, the carried interest distributed by the Atlas Access Funds is 10%. The specific fees charged by each individual Investment Fund can be found in the confidential offering memorandum and/or the advisory contract associated with that specific Investment Fund. BAM does not negotiate fees; however, BAM may offer separate share class offerings of the Investment Funds where investors may receive a reduction of management fees or incentive fees otherwise payable with respect to certain other Investment Fund share classes. The difference in fees is generally due to investors meeting different minimum investment amounts in a specific Investment Fund share class. Performance-based allocations are only charged consistent with SEC rules and regulations, including Rule 205-3 under the Advisers Act. The Board of Directors of the Investment Funds or BAM (depending on the specific Investment Fund), in their sole discretion, may waive all or a portion of fees or offer different liquidity terms with respect to investments made by employees and certain other investors in the Investment Funds. In that connection, BAM employees that are permitted to invest in the Investment Funds are typically either charged a reduced Incentive Allocation or are not charged an Incentive Allocation at all (depending on the specific Investment Fund). Certain BAM employees, including partners of BAM, do not pay a Management Fee or an Incentive Allocation. Generally, Incentive Allocations are calculated and accrued monthly but are generally allocated annually at year-end or upon withdrawal/redemption. All performance-based allocations are calculated cumulatively; subject to a high-water mark (on a partner-bypartner basis or by share class) to prevent such allocation from being generated on recouped gains. (See Item 5.B. for additional detail regarding withdrawal/redemptions). Additionally, Investment Funds pay Investment Team-Related Expenses, which includes, without limitation:

Compensation of the Investment Team (as defined below) (including, but not limited to, signing bonuses, which may be in the form of buyouts of prior deferred compensation or other incentive

plans attributable to previous employers, as well as performance-based compensation, retention bonuses, draws, and benefits); compensation of all (i) members of the Investment Manager’s Management Committee and (ii) Chief Operating Officers of the Investment Adviser's investment strategies in which the Investment Funds participate; recruiting-related expenses (including, but not limited to, fees and expenses of third-party recruiters; internal referral payments; recruitment-related travel and lodging, meals, and entertainment; relocation expenses, legal fees, acquisition costs and other expenses related to the recruitment of Investment Team members); legal fees and expenses related to Investment Team members; meals; relocation expenses; market data, hardware and software expenses or similar expenses, including servers and other infrastructure (including cloud-based infrastructure) to the extent deployed in respect of the Investment Team; expenses related to communications systems and hardware, technology, services, and equipment (including dedicated or specialized links to trading venues, brokers, research and data providers, cloud-based computing, storage and services, and linkage to and connectivity with more general internet and telecommunications service providers); telephone/mobile services expenses; services related to the Investment Adviser’s research and investment functions, including corporate access charges; and travel and lodging related to the Investment Team function and other expenses incurred by or attributable to the Investment Team.

For reference, the Management Committee consists of some of the Investment Adviser’s most senior leadership. The size of the Management Committee can and will vary over time; it currently consists of the senior heads of business of the Investment Adviser and works directly with the Investment Adviser’s Investment Committee to develop and execute on business initiatives designed to enable the Investment Adviser to deliver risk-adjusted returns in all market cycles. The Management Committee does and will spend time and attention on issues faced by the Investment Adviser, its affiliates, partners and employees, as well as the clients it advises, such as the Investment Funds. The Investment Team includes, without limitation:

the Portfolio Managers; the Management Committee; analysts (including personnel focused on fundamental and quantitative research and personnel associated with data sourcing, strategy, analysis, processing and deployment); certain personnel that are part of business lines that support Portfolio Manager development, research and investment programs; trading (including personnel dedicated to optimizing the Investment Adviser’s investment strategies, central liquidity book personnel and syndicate desk personnel, etc.), trading assistants, brokerage and corporate access support personnel; portfolio finance and treasury personnel; risk management personnel; internal recruiting professionals and other business development and recruiting personnel (to the extent engaged on behalf of the Investment Team);

programmers, developers and application, data, and technology support personnel who participate in the investment program and/or support the Investment Team; professional development personnel, including Portfolio Manager and analyst development personnel; corporate strategy personnel, to the extent of their participation in the investment program; personnel attached to new business lines that are developed and launched, at times and from time to time, for the Investment Funds by the Investment Adviser; third-party consultants employed by the Investment Adviser to assist with functions relating to the Investment Team; and other Investment Team-related support personnel (e.g., administrative support personnel) (collectively, the “Investment Team”).

“Compensation” of the Investment Team members includes, without limitation:

salaries/draws; benefits (including, but not limited to, healthcare contributions, premiums and claims); payroll, withholding and similar taxes, sales or other taxes for non-employee Investment Team members; workers’ compensation contributions; 401(k) and similar retirement or savings plan contributions and administration fees; severance; professional dues and professional development related expenses; performance-based compensation, signing bonuses (which may be in the form of buyouts of prior deferred compensation or other incentive plans attributable to previous employers); and retention bonuses.

To the extent that Investment Team members also perform other services for BAM, or for additional Investment Funds managed by BAM, such expenses will be allocated across Investment Funds and/or to BAM based on a good faith methodology. In general, expenses, costs and liabilities borne by a particular trading program will be allocated to the classes or sub-classes of an Investment Fund that participates in such trading program (to the extent feasible to do so). While BAM believes its allocation methodology is appropriate, it involves good faith, but subjective judgment by BAM based on certain estimates and assumptions, which may be imprecise and could result in the Investment Fund bearing a larger portion of such expenses than if the allocations had been calculated in a different manner. Additionally, BAM will make these expense allocation determinations according to metrics that it determines to be reasonable, but such determinations will not be wholly objective, and the metric utilized may change over time. In considering whether and how to allocate an expense, BAM will consider factors such as whether such expense might ultimately directly or indirectly benefit BAM, one or more Investment Funds other than the initial beneficiary, or Other Accounts, and whether such expense is de minimis in nature, and/or whether the expenses associated with determining and administering such allocation would be disproportionate relative to the actual expense to be allocated. BAM’s expense allocation procedures are intended to establish an equitable, and administratively practical, approach to allocating shared expenses among BAM, the Investment Funds, and Other Accounts. While it is generally not possible to precisely determine the portion of a shared resource that was utilized for the benefit of a particular Investment Fund, strategy, account, or project, the methodologies utilized are intended to establish a reasonable basis for approximating such utilization. The following is a non-exhaustive list of examples of expense allocation methodologies that may be employed by BAM including, but not limited to, allocating based on: (i) an average cost basis (i.e., allocating total expenses based on a reasonable estimate of proportionate utilization, such as head count, licenses, or consumption metrics) or a marginal cost basis (i.e., charging for the incremental cost of additional utilization); (ii) independent third-party pricing for comparable transactions, goods, or services;

(iii) one or more subjective measures of the relative capital associated with a particular Investment Fund or strategy (which measures may reflect a number of factors, including, without limitation, an Investment Fund’s or account’s available capital, assigned risk capital, investment structure and strategy, turnover or notional amount traded, and, in the case of a particular Investment Fund or account that is not yet accepting investments from third parties, may reflect an estimate of expectations associated with such Investment Fund or account once it matures); and/or (iv) an approximation of the relative amount of time spent by BAM’s personnel performing services on behalf of BAM, a particular Investment Fund, or in respect of a particular strategy, in which case the associated compensation expense may be determined by calculating an average compensation figure across a particular department or function and/or over a certain time period. The implementation of any of the foregoing general methodologies (or other methodologies used) will necessarily require making certain subjective judgements based on the specific facts and circumstances presented. Any methodologies used to determine an allocation of expenses will necessarily involve estimates (including, for example, when determining the allocation of a particular resource across different Investment Funds or strategies) and subjective judgments about the most appropriate methodology to use to allocate a particular expense and it is possible that there may be other reasonable (and potentially more precise) methods for allocating any particular item of expense, including methods that could have resulted in less (or more) expense being borne by an Investment Fund other than those which have been selected. To mitigate the conflicts of interest related to the allocation of expenses across Investment Funds and to BAM, an Expense Allocation Committee consisting of various senior members of BAM’s accounting, compliance, finance and legal teams was established and meets as needed. BCM, BAM, or their respective affiliates may purchase and warehouse certain investments as appropriate investments for the Investment Funds given the Investment Funds’ investment objective (“Warehoused Investments”). Such Warehoused Investments, if any, would be transferred to an Investment Fund by such party for a purchase price equal to the price paid by BCM, BAM, or their respective affiliates for such Warehoused Investment, plus reasonable out-of-pocket costs and expenses incurred in the acquisition of such Warehoused Investment, including interest and financing costs. Certain qualifying costs and expenses may be provided for through soft dollars generated by the Investment Funds or borne by the Investment Funds. Item 5.B. BAM deducts fees directly from client assets. Management Fees are deducted monthly for Investment Funds with Management Fees. The Management Fees are calculated and payable monthly in advance, depending on the specific Investment Fund and the share class or investment option. Please see Item 5.D. for additional details. The Incentive Allocation for the Investment Funds, other than the Atlas Access Funds, is typically accrued monthly; however, investors generally do not pay the Incentive Allocation until fiscal year-end or if a withdrawal/redemption occurs at any time other than at the end of a fiscal year, the withdrawing/redeeming investor will be responsible for the Incentive Allocation at the time of the withdrawal/redemption (if applicable). The Atlas Access Funds distribute carried interest to the general partner after investors in the Atlas Access Funds receive 100% of their capital contributions. Item 5.C. Atlas Enhanced Fund, Ltd., Atlas Enhanced Fund II, Ltd., Atlas Enhanced Fund, L.P., Atlas Institutional Equity Fund, L.P., and Atlas Terra Fund, Ltd. (together, “AEF”); Atlas Enhanced Portable Alpha II, Ltd. and Atlas Enhanced Portable Alpha III, Ltd. (together, “AEPA”); and Atlas Opportunistic Fund, L.P. and Atlas Opportunistic Fund, Ltd. (together, “AOF”) will pay the Investment Team-Related Expenses associated with and/or incurred by the Investment Team members as described in Item 5.A. As it relates to the performance-based compensation to the Portfolio Managers, each Portfolio Manager is compensated

based on the performance of the pool of assets that he or she manages within the Investment Funds’ portfolios. Portfolio Managers receive objective percentage payouts, which typically range between 18% and 25% based on asset class and tenure. Consequently, a particular Portfolio Manager may receive performance-based compensation in respect of the pool of assets that he or she manages during a period when the Investment Funds’ overall capital depreciated (that is, the Investment Fund experienced a loss). BAM generally pays performance-based compensation to Portfolio Managers based on their performance during a calendar year; however, BAM pays performance-based compensation to select employees and contractors, including Portfolio Managers, for a period that runs from October 1st to September 30th of consecutive calendar years. Portfolio Managers with positive performance will receive performance-based compensation even if the Investment Funds overall returns are negative. From time to time, BAM has agreed and may agree in the future to “guarantee” a specific level of compensation for new and existing Portfolio Managers and/or other personnel for a particular year (or years). BAM may also provide sign-on bonuses. In addition to the expenses disclosed in Item 5.A., AEF, AEPA, and AOF also bear their own (and if applicable, their pro rata share of their respective master fund’s) operating and other expenses including, but not limited to, investment-related expenses (e.g., brokerage commissions, clearing and settlement charges, custodial fees, interest expense, consulting and other professional fees (including fees for consultants, investment bankers, attorneys and accountants) relating to investments, incentive fees and/or management fees to managers of investment vehicles (or accounts) in which an Investment Fund’s assets may be invested, investment-related travel and lodging expenses, research-related expenses, including, without limitation, news and quotation equipment and services, investment and trading-related computer hardware and software or similar expenses, including trade order management software (i.e., software used to route trade orders) and expenses associated with installing computers, cable and telephone lines and equipment used primarily for investment and trading purposes), legal expenses, accounting, audit and tax preparation expenses, organizational expenses, expenses relating to the offer and sale of the interests, expenses relating to obtaining insurance for the officers of BAM, the General Partners (as defined in Item 11.B), and each Director of the Investment Funds, remuneration to the Directors of the Investment Funds and members of the board of directors of any Trading Subsidiary (as defined in Item 11.C), as applicable, the Management Fee, fees to the administrators (as defined in the offering memorandum for the respective Investment Fund, and collectively referred to as “Administrators”), fees and expenses relating to third party providers of middle and back-office services, AML officer fees, expenses related to the maintenance of an Investment Fund’s registered office fees and expenses, corporate licensing, taxes, extraordinary expenses and other similar expenses related to the Investment Funds. The Administrators receive fees from the Investment Funds based upon the nature and extent of the services they perform and the calculation is based on the net asset value of the Investment Funds. To the extent an Investment Fund’s expenses are advanced by BAM on behalf of the Investment Funds, such expenses will be promptly reimbursed. The timing of such reimbursement is determined by the Investment Adviser in its sole discretion. Further, in order to comply with applicable law, rules or regulations, the Investment Funds may prepay any reimbursable expense to BAM or any of its affiliated management entities. The timing of such prepayment will not impact the Investment Fund’s net asset value or disadvantage any investor making a subscription or redemption in the month of such prepayment. The respective master fund for each Investment Fund and Trading Subsidiary (as defined in Item 11.C) will bear some expenses of the Investment Funds and Trading Subsidiaries and will allocate such expenses to each entity as appropriate. The Atlas Access Fund, L.P., Atlas Access Fund II, L.P., and Atlas Access Fund III, L.P. (the “Atlas Access Funds”) bear their own operating expenses incurred in connection with the organization, syndication, formation, management, operations and liquidation, including without limitation all out-of-pocket costs and expenses incurred in the holding, purchase, sale or exchange of securities (whether or not ultimately consummated), all legal, tax, audit (and/or surprise examination, if required) and accounting fees and expenses, valuation expenses, travel expenses, consulting expenses, expenses associated with the financial reports, tax returns and other tax forms and statements, any taxes, fees or other governmental charges levied,

all costs incurred in connection with the offering of limited partner interests and the organization, syndication, and formation (including the definitive agreements), all liquidation costs, fees, and expenses, expenses for consulting services, bookkeeping expenses and services, out-of-pocket fees and expenses relating to outsourced finance, accounting, administrative and back-office services, out-of-pocket fees and expenses related to regulatory and tax compliance of the Atlas Access Funds, BAM, and BAM Elevate GP, LLC, the cost of liability and other premiums for insurance, and all fees, costs and expenses relating to arbitration, litigation and threatened litigation involving the Atlas Access Funds, including the indemnification obligation pursuant to the definitive agreements, and all other expenses properly chargeable to the activities of the Atlas Access Funds. In addition to the fees and expenses discussed above, investors will indirectly incur similar fees and expenses for investments in money market funds or exchange traded funds, as these funds in turn pay similar fees to their investment managers and other service providers. In addition to the brokerage and transaction costs discussed above, please refer to Item 12 for more details on BAM’s Brokerage Practices. Item 5.D. AEF, AEPA, and AOF pay management fees monthly in advance. The Atlas Access Funds do not pay management fees. Management fees are generally non-refundable if the advisory contract is cancelled prior to the end of a payment period.

Item 5. Fees and compensation

No one under BAM’s supervision or control is compensated for the sale of interests in the Investment Funds.

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

Item 5.A. of this Brochure contains additional guidance on the Incentive Allocations or carried interest that each Investment Fund is responsible for. Please see Item 5.A. for this information. BAM manages several Investment Funds, some of which are arranged in a “master-feeder” structure. Investors invest their capital into “feeder funds.” The “feeder funds” typically invest all of their assets into a “master fund”. The master fund then invests all of its investable assets in “trading subsidiaries”. Under this structure, all trading is done by the trading subsidiaries. Certain feeder funds within a particular masterfeeder structure charge fees that are higher (or lower) than the other feeder funds in the same master-feeder structure.

Read the rest of Item 6 (197 more words)

In addition, feeder funds may have more than one share class or investment option, and therefore, management fees and/or Incentive Allocations will be higher (or lower) for one share class or investment option than the other share classes or investment options. Because of the different Incentive Allocations charged by the feeder funds, there are inherent incentives to favor the feeder funds that are responsible for a higher Incentive Allocation. However, because the trading takes place at the Trading Subsidiary (as defined in Item 11.C) level and ownership of the portfolio investments are directly attributed to the trading subsidiaries, BAM is able to allocate the profit and loss of the assets to each specific investor in proportion to their ownership percentage of the master fund’s total assets (which in turn owns a percentage of the Trading Subsidiaries), thereby, mitigating the incentive to favor the feeder funds with the higher Incentive Allocation.

BAM’s trade order aggregation and allocation process is also intended to mitigate the inherent incentive to favor a fund structure (for example, one that charges higher fees) over another fund structure (one that charges lower fees). Please see Item 11.C. for greater detail on BAM’s allocation process.

Item 7. Types of clients

Type of Clients

BAM provides investment advisory services to privately offered pooled investment funds. The investors in the Investment Funds include, but are not limited to, high net worth individuals, family offices, other private investment funds, funds of funds, investment companies, trusts, estates, U.S. and nonU.S. institutions, charitable institutions, sovereign wealth funds, foundations, endowments, municipalities, corporate pensions and profit-sharing plans, and other institutional clients. The Investment Funds are formed as limited partnerships, limited liability companies, and offshore corporations and trusts. As described in Item 4.B, the Investment Funds that are offered within U.S.

Read the rest of Item 7 (10,487 more words)

Offerings are available only to persons who are “accredited investors” under the Securities Act, and only to persons who are “qualified purchasers” under the IC Act. Additionally, all investors must also be “qualified clients” under the Advisers Act. The Investment Funds are not registered as investment companies under the IC Act and are not made available to the general public. Interests in the Investment Funds are offered only by means of a private placement memorandum or a limited partnership agreement (collectively referred to as an “offering memorandum”). Item 8

Methods of Analysis Investment Strategies and Risk of Loss

Item 8.A. Investing is speculative and involves a high degree of risk. BAM will employ certain trading techniques, as described in Item 8.A. and Item 8.B., which may increase the risk of investment loss. As a result, an investor could lose all or a substantial amount of his or her investment. The Investment Funds managed by BAM include multi-strategy investment funds. BAM’s investment advisory services reflect a blend of strategies including fundamental long/short equity, fixed income & macro, commodities, systematic trading, and multi-asset arbitrage investing. BAM’s long/short equity and equity trading strategies include (but are not limited to) investments and trading in the following market sectors: Energy, Health Care, Financials, Industrials, Information Technology, Consumer Staples and Consumer Discretionary. BAM utilizes various analysis techniques including, but not limited to, technical analysis, fundamental analysis, and cyclical analysis. The analysis conducted by BAM for its long/short equity and multi-asset arbitrage strategies include, but is not limited to, company specific financial modeling, comprehensive review of earnings reports, interaction with analysts employed by broker-dealers and research vendors, interaction with industry experts as well as interaction with investor relations personnel employed by the companies whose securities or credit instruments the Investment Funds trade. The analysis conducted by BAM for its fixed income & macro strategy include, but is not limited to, global macroeconomics, policy decisions of central banks, as well as (but not limited to) data related to gross domestic product, consumption, investment, monetary and employment/unemployment data on a global basis. The analysis conducted by BAM for its commodities strategies include, but is not limited to, international political and economic developments, global or regional supply and demand, facilities used for the production, storage, or transport of commodities, and changes in government regulation as well as weather, prevailing prices of commodities, labor relations, operating failures, and business interruptions. The analysis conducted by BAM for its quantitative strategies includes the development of trading systems that involve financial, economic, econometric and statistical theories, research, and modelling, which are then translated into computer code.

The primary sources of information utilized by BAM include (but are not limited to) fundamental proprietary research and analysis developed by BAM, research reports and materials prepared by brokerdealers and other research vendors, financial newspapers and magazines, annual reports published by publicly listed companies and private companies, prospectuses, SEC and other regulatory filings, company press releases, corporate rating services, and data published by governments, central banks, exchanges, and clearinghouses. Regulators have recently increased their scrutiny of alternative data providers and market participants that use alternative data. There are certain risks associated with alternative data that require a process to review the vendors providing this type of data, the data collection techniques, and the data products themselves. The implementation of alternative data into the investment process carries certain risks, which require oversight. A lack of sufficient oversight and controls can result in regulatory scrutiny. Item 8.B. Please see Item 11.C. for details on BAM’s trade allocation policy. BAM’s various trading strategies may result in greater portfolio turnover and, consequently, greater transaction costs to the Investment Funds. An investor should be aware that it may lose all or part of its investment in the fund. All investments risk the loss of capital. BAM believes the Investment Funds’ research techniques will moderate this risk through a careful selection of securities, commodities, currencies, credit instruments, hedging, and the use of other financial instruments. However, no guarantee or representation is made that the Investment Funds’ investment program will be successful. Investment results may vary substantially over time. The Investment Funds may engage in, among others, options and futures transactions, margin transactions, short sales, forward contracts, total return swaps, credit default swaps, interest rate swaps, utilize leverage and have limited diversification, all of which can amplify negative performance in the Investment Funds’ portfolios. The success of the investment program depends on the ability of the Portfolio Managers to identify overvalued and undervalued investment opportunities and to exploit price discrepancies in the markets that the Portfolio Manager trades. Identification and exploitation of investment opportunities and the use of various trading strategies involves uncertainty. No assurance can be given that the Portfolio Managers will be able to correctly locate trading opportunities or exploit price discrepancies. In the event that the Portfolio Manager is incorrect in identifying perceived mispricing, the Investment Funds may incur losses. The Investment Funds may, from time to time, invest in both listed and unlisted securities that are traded on a securities exchange or traded over-the-counter respectively. The volume of trading in unlisted securities is generally less than that found on securities exchanges. Therefore, it may be more difficult to buy and sell these securities, which increases the volatility of their share prices. Equity securities fluctuate in value in response to many factors, including (but not limited to) the activities and financial condition of individual issuers, public sentiment, the market in which such companies compete and industry market conditions and general economic environments. Merger Arbitrage/Events is a strategy that seeks to profit from changes in the price of securities of companies involved in extraordinary corporate transactions. The difference between the price paid by an Investment Fund for securities of a company involved in a publicly known corporate transaction and the anticipated value to be received for those same securities upon completion of the proposed transaction will often be very small. Since the price bid for the securities of a company involved in an announced corporate transaction will generally be at a significant premium above the market price prior to the announcement, if the proposed transaction appears likely not to be completed or in fact is not completed or it is delayed, the market price of the securities will usually decline sharply, perhaps by more than the Investment Funds’ anticipated profit. The Merger Arbitrage business is extremely competitive. In any given transaction,

arbitrage activity by other firms will tend to narrow the spread between the price at which a security may be purchased by the Investment Funds and the Investment Funds expect to receive upon completion of the transaction. The Investment Funds may take positions to profit from index rebalances. Due to the large number of funds that now explicitly or implicitly track various equity indices around the world, additions and deletions of specific securities from a widely followed equity index can lead to substantial trading opportunities. For example, the addition of a stock to a particular index may lead to a significantly increased demand for that stock even after the announcement date. Successful index rebalancing efforts by the Investment Funds will be contingent upon BAM’s ability to predict movements in the price of specific stocks in light of related market considerations. Certain investments of the Investment Funds may involve start-up companies, companies developing new products or companies seeking to raise additional capital for expansion. In addition, the Investment Funds may invest in companies involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant returns to the Investment Funds, they involve a substantial degree of risk. Any one or all of the issuers of the instruments in which the Investment Funds may invest, directly or indirectly, may be unsuccessful or not show any return for a considerable period of time. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the Investment Funds will correctly evaluate the nature and magnitude of the various factors that could affect the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company in which the Investment Funds participate, the Investment Funds may lose their entire investment or may be required to accept cash or instruments with a value less than the Investment Funds’ original investment. Special purpose acquisition companies, commonly referred to as “SPACs,” are publicly traded companies formed for the purpose of raising capital through initial public offerings to fund the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more operating businesses. Following the acquisition of a target company, a SPAC may exercise some degree of control over the management of such target company. Capital raised through the initial public offering of securities of a SPAC is typically placed into a trust until a target company is acquired or a predetermined period of time elapses. Investors in a SPAC would receive a return on their investment in the event that a target company is successfully acquired and the securities of the combined company increased in value relative to the pre-transaction value of the SPAC securities. In the event that a SPAC is unable to locate and acquire a target company by the deadline, the SPAC would typically be forced to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to locate or acquire a target company by the deadline, (ii) assets in the trust may be subject to third-party claims against such SPAC, which may reduce the per share liquidation price received by the investors in the SPAC, (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors in “blank check” companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules, (iv) such SPAC may only be able to complete one business combination, which may cause it to be solely dependent on a single business, (v) the value of any target company may decrease following its acquisition by such SPAC, (vi) the value of the funds invested and held in the trust decline, (vii) the investor in the SPAC may not be able to redeem due to the failure to hold the securities in the SPAC on the record date or the failure to vote against the acquisition and (viii) if the SPAC is unable to consummate a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made. In addition, interests in most SPACs are relatively illiquid and have a concentrated shareholder base that tends to be comprised of institutional investors, including hedge funds. Certain Investment Funds may, and often do, invest in a SPAC that, at the time of investment, has not

selected or approached any prospective target businesses with respect to a business combination. In addition, certain Investment Funds may invest capital in vehicles acting as the sponsors of SPACs in exchange for interest in the SPAC that will only have value to the extent that a transaction is consummated by the SPAC and the Investment Fund continues to hold interests in the combined company thereafter. There may be limited basis for the Investment Funds to evaluate the possible merits or risks of such SPAC’s investment in any particular target business or the track record of its management team. To the extent that a SPAC completes a business combination, it will be affected by numerous risks inherent in the business operations of the acquired company or companies. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk. An Investment Fund may buy or sell (write) both call options and put options, and when it writes options, it may do so on a “covered” or an “uncovered” basis. A call option is “covered” when the writer owns securities of the same class and amount as those to which the call option applies. A put option is covered when the writer has an open short position in securities of the relevant class and amount. The Investment Funds’ option transactions may be part of a hedging strategy (i.e., offsetting the risk involved in another securities position) or a form of leverage, whereby an Investment Fund has the right to benefit from price movements in a large number of securities with a small commitment of capital. These activities involve risks that can be substantial, depending on the circumstances. When the Investment Fund buys an option, a decrease (or inadequate increase) in the price of the underlying security in the case of a call, or an increase (or inadequate decrease) in the price of the underlying security in the case of a put, could result in a total loss of the Investment Fund’s investment in the option (including commissions). The Investment Fund could mitigate those losses by selling short, or buying puts on, the securities as to which it holds call options, or by taking a long position (e.g., by buying the securities or buying calls on them) in securities underlying put options. When the Investment Fund sells (writes) an option, the risk can be substantially greater than when it buys an option. The seller of an uncovered call option bears the risk of an increase in the market price of the underlying security above the exercise price. The risk is theoretically unlimited unless the option is “covered.” If it is covered, the Investment Fund would forego the opportunity for profit on the underlying security should the market price of the security rise above the exercise price. If the price of the underlying security were to drop below the exercise price, the premium received on the option (after transaction costs) would provide profit that would reduce or offset any loss the Investment Fund might suffer as a result of owning the security. Swaps and certain options and other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty, market risk, liquidity risk, and operations risk. The Investment Funds may invest in bonds or other fixed income securities of U.S. and non-U.S. issuers, including, without limitation, bonds, notes and debentures issued by corporations; debt securities issued or guaranteed by the U.S. government and non-U.S. governments or one of their agencies or instrumentalities; and commercial paper. Fixed income securities pay fixed, variable, or floating rates of interest. The value of fixed income securities change in response to fluctuations in interest rates. In addition, the value of certain fixed income securities can fluctuate in response to perceptions of credit worthiness, political stability, or soundness of economic policies. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). The Investment Funds may invest in fixed-income securities which are not protected by financial covenants or limitations on additional indebtedness. In

addition, evaluating credit risk for foreign debt involves greater uncertainty because credit rating agencies throughout the world have different standards, making comparison across countries difficult. The Investment Funds may invest in distressed securities. Distressed securities are generally securities and obligations of entities which are experiencing or may in the future experience significant financial or business difficulties, including companies involved in bankruptcy or other reorganizations and liquidation proceedings. Distressed securities may result in significant returns, but also involve a substantial degree of risk not normally associated with investments in healthier companies, including adverse business, financial or economic conditions that can lead to defaulted principal and interest payments and insolvency proceedings. The Investment Funds may lose a substantial portion or all of its investment in a distressed security or may be required to accept cash or securities with a value less than the investment. Trading in these types of instruments requires sophisticated analysis and it frequently may be difficult to obtain information as to the true condition of such issuers. There can be no assurance that BAM will accurately predict various factors that could affect the prospects of a successful restructuring. Many of these positions ordinarily remain stagnant until the company reorganizes and/or emerges from bankruptcy proceedings, and, as a result, may have to be held for an extended period of time. Such trades also may be adversely affected by laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims. The market price of such securities is subject to abrupt and erratic market movements and above average price volatility, and the spread between the bid and asked prices of such instruments may be greater than normally expected. At certain times the markets for these securities can become illiquid, and certain of these investments by their nature are illiquid and do not publicly trade. In trading distressed securities, litigation is sometimes required, which can be time-consuming and expensive, and can frequently lead to unpredictable delays or losses. The Investment Funds may experience conflicts that arise as a result of investing in different classes of an issuer's securities and financial instruments or investing in the same issuer at different levels of the issuer's capital structure (including both debt and equity). It is possible that the activities or strategies used for the Investment Funds could affect the prices and availability of the securities and instruments in which the one or more Investment Funds invest. For example, in a situation where a strategy invests in debt securities of a company in which another strategy holds or are contemporaneously acquiring equity securities, questions may arise as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, raise conflicts of interest. If additional capital is necessary as a result of financial or other difficulties, the Investment Funds may or may not provide such additional capital as BAM determines in its sole discretion. The Investment Funds may have an interest in structuring debt securities and instruments that have financial terms (such as interest rates, repayment terms, seniority, covenants and events of default) that are more restrictive than the terms the Investment Funds would seek to negotiate if not for the equity exposure. In addition, certain exit strategies may be more favorable to the value of equity securities held in an issuer than for the debt securities held in the same issuer. BAM will seek to resolve such conflicts of interest in a fair and equitable manner. Conflict resolution may result in an Investment Fund receiving more or less consideration than it may have otherwise received in the absence of such a conflict of interest. The Investment Funds also invest in non-U.S. securities and other instruments denominated in non-U.S. currencies and/or traded outside of the U.S. Investments in securities of non-U.S. issuers (including nonU.S. governments) and securities denominated or whose prices are quoted in non-U.S. currencies pose, to the extent not hedged, currency exchange risks (including blockage, devaluation, and non-exchangeability), as well as a range of other potential risks which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on interest, dividends, capital gain or other income, political or

social instability, illiquidity, price volatility, and market manipulation. In addition, less information may be available regarding securities of non-U.S. issuers, and non-U.S. issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to, or as uniform as, those of U.S. issuers. Transaction costs of investing in non-U.S. securities markets are generally higher than in the United States. There is generally less government supervision and regulation of exchanges, brokers, and issuers than there is in the United States. An Investment Fund might have greater difficulty taking appropriate legal action in non-U.S. courts. Non-U.S. markets also have different clearance and settlement procedures which in some markets have at times failed to keep pace with the volume of transactions, thereby creating substantial delays and settlement failures that could adversely affect the Investment Funds’ performance. The Investment Funds may trade in forward contracts and options thereon. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. Disruptions can occur in any market traded by an Investment Fund due to unusually high trading volume, political intervention, or other factors. The imposition of controls by governmental authorities might also limit such forward trading to less than that which the Investment Manager would otherwise recommend, to the possible detriment of the Investment Fund. Market illiquidity or disruption could result in major losses to the Investment Fund. The Investment Funds typically employ the use of leverage, which requires the Investment Funds to pledge assets, including securities, as collateral in order to borrow additional funds for investment purposes. The Investment Funds may also leverage their investment return with options, short sales, repurchase and reverse repurchase agreements, swaps, forwards, and other derivative instruments. The amount of borrowings which the Investment Funds may have outstanding at any time may be substantial in relation to their capital. An Investment Fund may trade in futures contracts (and options on futures). Futures positions may be illiquid because, for example, most U.S. commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures contract prices on various commodities or financial instruments occasionally have moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Investment Fund from promptly liquidating unfavorable positions and subject the Investment Fund to substantial losses. In addition, the Investment Funds may not be able to execute futures contract trades at favorable prices if trading volume in such contracts is low. It is also possible that an exchange or a regulator (such as the SEC or the U.S. Commodity Futures Trading Commission (“CFTC”)) may suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract or order that trading in a particular contract be conducted for liquidation only. In addition, the CFTC and various exchanges impose speculative position limits on the number of positions that may be held in particular commodities. Trading in commodity futures contracts and options are highly specialized activities that may entail greater than ordinary investment or trading risks. Furthermore, low margin or premiums normally required in such trading may provide a large amount of

leverage, and a relatively small change in the price of a security or contract can produce a disproportionately larger profit or loss. While leverage presents opportunities for increasing the Investment Funds' total returns, it also has the effect of increasing losses. Any event which adversely affects the value of an investment held by an Investment Fund would be magnified to the extent the Investment Fund is leveraged. The cumulative effect of the use of leverage by the Investment Fund in a market that moves adversely to the Investment Fund's investments could result in a substantial loss to the Investment Fund, which would be greater than if the Investment Fund were not leveraged. The use of leverage also creates financial obligations to the credit facilities that provide the financing. These credit facilities are typically broker-dealers. In exchange for financing, the credit facilities require the Investment Funds to pledge collateral. Typically, the collateral is valued by the credit facility. The credit facility also sets the amount of collateral required to support a security or position, the borrowing rate to finance the security or position and/or a broker-dealer's willingness to continue to provide credit to the Investment Funds. Adverse changes in the value of a security or position, the amount of collateral required, or a broker-dealer’s willingness to continue to provide credit to the Investment Funds could force liquidation of a portion or all of the Investment Fund’s portfolio at distressed prices, which could result in significant losses to the Investment Fund. The use of leverage and the use of “over-the-counter” instruments results in counterparty risk. This causes the Investment Funds to take on credit risk with regard to the counterparties that they transact with. The Investment Funds also bear the risk that a counterparty will not settle a transaction in accordance with the terms and conditions of the financial instrument. To minimize this risk, BAM maintains a Counterparty Credit Committee, which monitors the financial condition of the counterparties used by the Investment Funds. The Investment Funds engage in short selling. Short selling involves selling securities that are borrowed from a prime broker (for a fee) in order to deliver them to the purchaser. Short sellers have an obligation to replace the borrowed securities at a later date. Short selling allows the Investment Funds to profit from a decline in market price (to the extent such decline exceeds the transaction costs and the costs of borrowing the securities). A short sale creates the risk of a theoretically unlimited loss as the price of the underlying security could theoretically increase without limitation, thus increasing the cost to the Investment Fund of buying those securities to “cover” the short position (i.e., return the borrowed securities to the lender). There can be no assurance that the Investment Fund will be able to maintain the ability to borrow securities sold short. In such cases, the Investment Fund can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. The extent to which BAM will engage in short sales on behalf of an Investment Fund will depend upon BAM’s trading strategy and perception of market direction and the ability to identify and sell short securities that are overvalued. BAM may engage in short sales based on its fundamental analysis of the subject issuers and/or as a hedge against potential market declines. A short sale involves the sale of a security that an Investment Fund does not own in the expectation of purchasing the same security (or a security exchangeable therefor) at a later date at a lower price. To make delivery to the buyer, the Investment Fund must borrow the security and the Investment Fund is obligated to return the security to the lender, which is accomplished by a later purchase of the security by the Investment Fund. When an Investment Fund makes a short sale in the United States, it must leave the proceeds thereof with the broker and it must also deposit with the broker an amount of cash or U.S. government or other securities sufficient under current margin regulations to collateralize its obligation to replace the borrowed securities that have been sold. If short sales are affected on a foreign exchange, such transactions will be governed by local law.

As part of its strategy an Investment Fund may utilize a quantitative, algorithmic, systematic, or similar strategy (collectively, “Quant Strategies”) which use mathematical models in making their investment decisions. Trading errors related to Quant Strategies can occur at and after the point where an algorithm or similar process issues trade orders to a trader, a trade blotter, or an execution platform. In addition to the examples of trading errors above, trading errors related to Quant Strategies may include, for example and without limitation, (i) a manual override of an automated trading model after the trading model originated a transaction, leading to a malfunction in hardware or software that results in an unintended execution; (ii) an erroneous voice trade; (iii) a trade that was allocated among the Investment Fund and other accounts in error; and (iv) an error during the clearance and settlement processes that resulted in an unintended transaction. Given the potentially large volume of transactions executed within the Quant Strategies, investors should assume that trading errors (and similar errors) will occur and that, to the extent permitted by applicable law and the Articles of Association of the Investment Fund, the Investment Fund will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of the Investment Manager's personnel. Quant Strategies deployed by the Investment Funds involves the purchase and sale of securities, futures, and other financial instruments as determined by systematic models. It is anticipated that these systematic models will be modified over time. Certain of these models currently depend in part on data generated from other investment strategies pursued by BAM or its affiliates, particularly the discretionary long/short equity investment strategy, and generally trade on a delayed basis relative to those investment strategies. This delay in trading of securities may adversely impact the performance of the Investment Funds. For example, the prices of such securities may have changed by the time they are traded. Given the complexity of systematic investments and strategies, BAM heavily relies on proprietary algorithms and analytical models, which include investment algorithms and models and order routing, internal netting, and execution algorithms and models, developed by BAM (the “Models”) and information and data supplied by third parties (“Data”) rather than exclusively on the judgment or discretion of BAM’s investment and execution professionals. When Models and Data prove to be incorrect, misleading, or incomplete, any decisions made in reliance thereon expose the Investment Funds to potential risks. For example, by relying on Models and Data, especially investment models, BAM may be induced to buy certain investments at prices that are too high, to sell certain other investments at prices that are too low, or to miss favorable opportunities altogether. Similarly, any execution or hedging based on faulty Models and Data may prove to be unsuccessful. Some of the Models used by BAM are predictive in nature. The use of predictive models has inherent risks. For example, such models may incorrectly forecast future behavior, including, but not limited to, liquidity, volatility, price and volume, leading to potential investment and trading losses, or losses on a cash flow and/or a mark-to-market basis. Furthermore, since predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. Models rely on correct market data inputs. If incorrect market data is entered into a Model, even a wellfounded Model, the resulting output will be incorrect and could adversely impact the performance of the Investment Fund using such Model. Similarly, continued access to historical and real time inputs for Data are critical to the Models. If BAM ceased, even for a limited period, to have sufficient access to the Data underlying the Models, such disruption could also adversely impact the performance of the Investment Funds. BAM will continue to test, evaluate, and add new Models, because the existing Models may be modified from time to time. There can be no assurance as to the effects (positive or negative) of any such modification on the performance of the Investment Funds using such Models. Responsibility for researching, modeling,

software development, and testing of Models is undertaken by the Portfolio Managers and their respective teams pursuing Quant Strategies (the “Systematic Teams”). Each Systematic Team separately and independently manages their various Models related to the investment process (i.e., alpha generation, risk management, transaction costs, portfolio construction, and execution). In doing so, the Systematic Teams incorporate different technologies, codes, testing methodologies, software development practices, and other internal practices to achieve their objectives. Even though the Systematic Teams are expected to test material code changes prior to production releases, there is no practical way for BAM to ensure the various Systematic Teams’ Models are operating as fully intended. A Systematic Team may fail to identify errors within their Models, causing the Models to be flawed, which could adversely affect an Investment Fund’s performance. Losses associated with such errors will generally be borne by the Investment Fund. The research and modeling process engaged in by BAM and its Systematic Teams is complex and involves financial, economic, econometric and statistical methods, research, and modeling. The results of that process must then be translated into computer code. Although BAM seeks to hire individuals skilled in each of these functions, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform “real world” testing of the end product increases the chances that the finished Models may contain errors; one or more of such errors, including research and modeling errors and computer coding errors, could adversely affect an Investment Fund’s performance. Losses associated with such errors will generally be borne by the Investment Fund. The Investment Funds depend on BAM to develop and implement appropriate systems for their activities. BAM relies extensively on computer programs and systems to trade, clear, and settle securities transactions, to evaluate certain securities based on real-time trading information, to monitor their portfolio and net capital, and to generate risk management and other reports that are critical to oversight of their activities. In addition, BAM’s operations interface with or depend on systems operated by third parties, including their respective prime brokers, market counterparties, sub-custodians, and other service providers, as applicable, and BAM and the Investment Funds may not be in a position to verify the risks or reliability of such third party systems. These programs or systems may be subject to certain risks resulting from defects, software related system crashes, malfunctions, failures (including with respect to hardware and telecommunications) or interruptions, including, but not limited to, those caused by worms, viruses, capacity issues, and power failures. Any such defect or failure could have a material adverse effect on the Investment Funds. For example, such failures could cause settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades, and cause inaccurate reports, which may affect the Investment Funds’ ability to monitor its respective investment portfolio and risks. The Investment Funds are generally responsible for any losses resulting from these issues. The Investment Funds deploy systematic macro trading strategies, which generally will involve the Investment Funds’ reliance to some degree on automated and occasionally subjective decisions by the applicable Portfolio Managers concerning, for example, what markets to follow and instrument to trade, when to liquidate or roll a position that is about to expire and how large a position to take in a particular instrument. However, although subjective decisions may have a substantial effect on the Investment Funds’ performance, the Investment Funds’ primary reliance is on trading programs or models that generate trading signals. The systems utilized to generate trading signals are continuously evolving, but the trading instructions generated by the systems being used are followed without significant additional analysis or interpretation. Automated trading systems also can be affected by input data errors, coding errors and execution algorithm errors, which could result in larger than expected positions or incorrect positions that may have to be liquidated at a substantial loss. Systematic macro trading approaches involve certain inherent risks. These strategies transact in instruments that may have large explicit or implied leverage both in outright and spread based positions, options and other derivatives, which can increase the magnitude and severity of losses. Portfolio Managers may also transact in less liquid instruments that may be difficult to reduce quickly during increases in market volatility, leading to large potential losses. The Investment Funds

may fail to capitalize on market trends or countertrend opportunities, fundamental signals or event-based signals that their systems would otherwise have exploited due to subjective decisions made by them in the context of applying their generally mechanical trading systems. Furthermore, any trading system or trader may suffer substantial losses by misjudging the market, particularly due to government or central bank intervention or severe market wide liquidations. Due to the use of computers, the Investment Funds may be able to incorporate more data into a particular trading decision than BAM’s discretionary traders, but will often avoid deep fundamental analysis on individual positions. However, when prices shift suddenly, trading systems may suffer rapid and severe losses due to their inability to respond to such changes rapidly due to high velocity in price movements, a reduction in market liquidity or increases in trading costs, preventing liquidation at anything but substantial losses. New developments within the generative artificial intelligence and machine learning space (collectively, “Machine Learning Technology”) can pose risks to the Investment Manager and the Investment Funds’ investments. The Investment Manager uses Machine Learning Technology in various processes. Machine Learning Technology is often highly reliant on the collection and analysis of large amounts of data. In many instances, it likely will not be possible or practicable to know all of the sources used to train Machine Learning Technology or to evaluate the reliability of the data being analyzed. Further, certain outputs of Generative AI are expected to be inaccurate or unreliable and also susceptible to errors in such outputs’ subsequent analysis. The Investment Manager and the Investment Funds also may be exposed to the risks of Machine Learning Technology through third parties (including, but not limited to, the Investment Manager's or the Investment Funds’ service providers or counterparties) that use Machine Learning Technology, and the Investment Manager may not always be aware of such third parties’ use of Machine Learning Technology. The Investment Manager cannot necessarily control the manner in which products created and/or utilized by third parties are developed or maintained. Furthermore, due to the rapidly evolving nature of Machine Learning Technology and its widespread uses, the Investment Manager expects to continue to use Machine Learning Technology and adjust its policies and procedures as needed in response to such unique challenges and rapid changes in the Machine Learning Technology space. The loss or improper access, use or disclosure of BAM’s or the Investment Funds’ proprietary information may cause BAM or the Investment Funds to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention, or reputational damage. Any of the foregoing events could have a material adverse effect on the Investment Fund and the investor’s investments therein. The values of commodities which underlie the commodity futures contracts and other types of financial instruments are generally affected by, among other factors, the cost of producing commodities, the cost and availability of transporting or storing commodities, changes in consumer demand for commodities, the hedging and trading strategies of producers and consumers of commodities, speculative trading in commodities by commodity pools and other market participants, disruptions in commodity supply, weather and climate conditions, changes in interest rates, rates of inflation, currency devaluations and revaluations, embargoes, tariffs, regulatory developments, governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies, political and other global events and global economic factors. In addition, governments from time to time intervene, directly and by regulation, in certain markets, often with the intent to influence commodity prices directly. The effects of governmental intervention may be particularly significant at certain times in certain markets and this intervention may cause these markets to move rapidly. The Investment Funds and the Investment Adviser have no control over these and other factors that affect the price of commodities. Accordingly, the value of the Investment Funds’ investments could change substantially and in a rapid and unpredictable manner. As the Investment Funds invest more in energy-related commodities, it may expose itself to certain risks. Specifically, businesses in the energy industry are sensitive to fluctuations in fuel supply and demand, availability of transportation or transmission capacity, interest rates, special risks of constructing and operating facilities, lack of control over pricing, merger and acquisition activity, and regulation.

Furthermore, energy markets may be subject to short-term volatility due to a variety of factors, including weather, international political and economic developments, breakdowns or constraints in the facilities used for the production, refining, processing, storage, or transport of energy and energy-related products, acts of terrorism, changes in government regulation, the limited ability to store electricity, tariff regulation, consumer advocacy, and changes in fuel prices. The performance of certain of the Investment Funds’ investments in the energy sector will depend on prevailing prices of commodities such as electricity, crude oil, refined petroleum products, and natural gas, and the differential between prices of specific commodities that are a primary factor in the profitability of certain conversion activities such as petroleum refining, gas transportation, and power generation. Commodity prices have been, and are likely to continue to be, volatile and subject to fluctuations in response to any of the following factors: (i) relatively minor changes in the supply of and demand for each commodity; (ii) market uncertainty; (iii) political conditions in international commodity producing regions; (iv) the extent of domestic production and importation of oil, gas, coal or metals in certain relevant markets; (v) the foreign supply of oil, natural gas, and metals; (vi) the price of foreign imports; (vii) the price and availability of alternative fuels; (viii) the level of consumer demand; (ix) weather conditions; (x) the competitive position of oil, gas, or coal as a source of energy as compared with other energy sources; (xi) the industry-wide refining or processing capacity for oil, gas, or coal; (xii) the effect of regulation on the production, transportation, and sale of power or other energy commodities; (xiii) with respect to the price of oil, actions of the Organization of Petroleum Exporting Countries; (xiv) the amount and character of excess electric generating capacity in a market area; (xv) gas transportation network and power grid congestions; (xvi) overall economic conditions; (xvii) availability of oil and gas storage capacity; (xviii) conditions related to the maritime transportation of crude oil, liquefied natural gas, and other commodities; and (xix) a variety of additional factors that are beyond the control of the Investment Adviser. In the past, volatile prices have resulted in margin calls putting many energy companies in debt. Volatility of commodity prices may also make it more difficult for energy companies, including issuers and their affiliates, to raise additional capital to the extent the market perceives that their performance may be directly or indirectly tied to commodity prices. The operations of energy, power, and natural resources companies (including companies involved in commodity and specialty chemical production) are subject to many hazards inherent in the transporting (whether by vessels, railroad lines, waterways, trucks, pipeline systems, or the electric grid), processing, storing, refining, distributing, mining or marketing of a wide range of commodities, electricity, and natural resources, such as: damage to grids, pipelines, storage facilities or related equipment and surrounding properties caused by hurricanes, tornadoes, floods, fires, and other natural disasters or by acts of terrorism, human error, inadvertent damage from construction and farm equipment, leaks of natural gas, natural gas liquids, crude oil, refined petroleum products or other hydrocarbons, and fires and explosions. These risks could result in substantial losses due to personal injury or loss of life, severe damage to and destruction of property and equipment and pollution or other environmental damage and may result in the curtailment or suspension of related operations. There can be no assurance that each participant in the energy sector will be fully insured against all risks inherent to its business. If a significant accident or event occurs that is not fully insured, it could adversely affect such participant’s operations and financial condition. The value of certain investments or trading positions, including electricity contracts, of the Investment Funds will be materially correlated to the demand for oil and gas. The availability of a ready market for oil and gas depends on a number of factors beyond the Investment Adviser’s control, including the demand for, and supply of, oil and gas; the availability of alternative energy sources; the proximity of reserves to, and the capacity of, oil and gas gathering systems, pipelines or trucking and terminal or storage facilities. Companies may also have to shut down some of their wells, pipeline or grid networks, electricity production facilities, gas production, liquefaction and re-gasification facilities and storage facilities temporarily due to a lack of market or adverse weather conditions. In addition, various levels of regulation of oil, electricity and gas production and transportation, general economic conditions and changes in supply and demand could adversely affect the ability to produce and market oil, electricity and gas on a profitable basis. Any

significant change in the oil, electricity, and gas market could have a material adverse effect on the Investment Funds’ financial condition. The energy industries in which the Investment Funds will have investment exposure are subject to regulation by various governmental and other sovereign entities and various agencies of the states, localities and counties. New and existing regulations, changing regulatory schemes, and the burdens of regulatory compliance all may have a material negative impact on the performance of companies that operate in these industries. In addition, the Investment Funds may be required to obtain the consent or approval of applicable regulatory authorities in order to execute its investment or trading strategy described herein. The Investment Adviser cannot predict whether new legislation or regulation governing those industries will be enacted by legislative bodies or governmental agencies, nor can it predict what effect such legislation or regulation might have. There can be no assurance that new legislation or regulation, including changes to existing laws and regulations, will not have a material negative impact on an Investment Fund’s investment performance. Moreover, additional regulatory approvals, including, without limitation, renewals, extensions, transfers, assignments, reissuances or similar actions, may become applicable in the future due to a change in laws and regulations, a change in the energy demand, or for other reasons. There can be no assurance that a participant in this space, including the Investment Adviser, will be able to (i) obtain all required regulatory approvals that it does not currently have or that it may be required to have in the future; (ii) obtain any necessary modifications to existing regulatory approvals; or (iii) maintain required regulatory approvals. Delay in obtaining or failure to obtain and maintain in full force and effect any regulatory approvals, or amendments thereto, or delay or failure to satisfy any regulatory conditions or other applicable requirements could prevent operation of a facility or sales to or from third parties or could result in additional costs to a participant and have a material adverse effect on an Investment Fund’s financial condition. In addition to the matters described above, energy and energy generation and related projects are also typically governed by other complex legal agreements and access to gas and electricity storage and transportation infrastructure with network operators tends to be on a non-negotiable basis. As a result, there can be a higher risk of dispute over interpretation or enforceability of the agreements. It is not uncommon for energy generation and related infrastructure assets to be exposed to a variety of other legal risks across multiple jurisdictions. As a matter of standard practice, the Investment Adviser researches regulatory risks and understands such legal processes in order to assess the potential impacts on the Investment Fund’s underlying investments. The Investment Adviser views its regulatory focus and research as a competitive advantage and a necessary aspect of being a specialist investor in the energy sector. Additionally, the energy industries in which the Investment Funds will have investment exposure will be focused in the EU/EEA, the UK, and the United States. Due to increasing public concern about rising energy costs and the security of energy supply combined with the announcement of strong profits by energy companies, public authorities in the EU/EEA, the UK, and the United States may increase the taxation of energy companies and/or adopt measures to control prices, behavior, inventory, and/or supply in the energy market. Such measures include – inter alia – energy price caps, energy demand reduction, seasonal minimum gas storage filing requirements (which are already in place in the EU/EEA) or other price control mechanisms as well as windfall taxes on energy companies’ profits. Any public intervention to control energy prices, supply, consumption, and/or increase taxation of energy companies may have a material adverse effect on the profitability of commodities investments, which could in turn have a material adverse effect on the Investment Funds. Environmental laws, regulations, and regulatory initiatives play a significant role in the energy industry and can have a substantial impact on investments in this industry. For example, global initiatives to minimize pollution have played a major role in the increase in demand for natural gas and alternative energy sources, creating numerous new investment opportunities. Conversely, required expenditures for environmental compliance have adversely impacted investment returns in a number of segments of the industry. The

energy and power industry will continue to face considerable oversight from environmental regulatory authorities. Investment in an Investment Fund may be impacted by changing and increasingly stringent environmental and health and safety laws, regulations, and permit requirements. There can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. New and more stringent environmental and health and safety laws, regulations, and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on companies or potential investments. Compliance with such current or future environmental requirements does not ensure that the operations of the participants to which the Investment Funds or the Investment Adviser is exposed will not cause injury to the environment or to people or that such participants will not be required to incur additional unforeseen environmental expenditures. Moreover, failure to comply with any such requirements could have a material adverse effect on a participant, and there can be no assurance that participants will at all times comply with all applicable environmental laws, regulations, and permit requirements. Past practices or future operations of participants could also result in material personal injury or property damage claims. The market for electricity and gas generation products and transportation services is heavily influenced by government regulations and policies concerning the electric and gas utility industries, as well as internal policies and regulations promulgated by electric and gas utilities. These regulations and policies often relate to electricity and gas pricing, technical network and interconnection aspects, and safety aspects of the physical electricity and gas transmission networks. In the EU and the UK, these regulations and policies are being modified and may continue to be modified. The wholesale electricity and gas markets in the EU/EEA, the UK, and elsewhere are subject to market regulation by industry regulators, independent system operators, and transmission operators, which can impact market prices for energy and capacity sold in such markets, including by imposing price caps, mechanisms to address price volatility or illiquidity in the markets or system instability and market mitigation measures. In addition, much of the value that can be obtained by alternative energy generation projects (an evergrowing sub-sector within the broader power market) from the production of electricity and gas is in the renewable energy credits that are associated with such production. The market for renewable energy credits is also subject to price fluctuations in response to market conditions, including availability of supply versus quantity demanded. A decline in electricity, gas, renewable power attributes or market prices below expected levels could have a material adverse effect on the Investment Funds’ performance. Electricity and gas prices have risen drastically in recent years, causing many traders and utility companies in the EU and the UK to secure funds from governments and banks to cover margin call requirements. These prices have increased due to high post-pandemic energy demand, cuts to Russian gas supply in the wake of the war in Ukraine, and unusually low nuclear and hydropower generation, among other factors. The margin calls that have occurred as a result of this drastic price change have put numerous energy companies at risk of bankruptcy. The gas and electricity commodity markets are subject to greater risk due to volatile pricing than other markets as they require down-payments to cover liabilities. As an Investment Fund increases its investments in the EU and UK power and gas markets, it may expose itself to the risks that come with volatile pricing in power and gas markets. The Investment Funds may from time to time take or make delivery of physical commodities and store them for future sale. In such cases an Investment Fund will make use of commercial storage facilities appropriate to the particular physical commodity in question. Commodities held in storage are subject to a risk of loss in the event of bankruptcy of the storage facility or physical damage to the storage facility and its contents. Physical loss of stored commodities may be the result of insurable or uninsurable risks. The Investment Adviser may choose not to purchase insurance for insurable risks based on its assessment of the cost of the insurance compared to the risks insured. Even if the physical commodities owned by the Investment Funds are insured, certain events such as terrorist attacks or extreme weather events may not be

covered by such insurance. In addition, in cases where an Investment Fund is required to make or take delivery of a physical commodity using infrastructure owned and/or operated by a third party, certain operational or other disruptions to such infrastructure may limit or prevent the Investment Funds from making or taking any such delivery. In those instances, the Investment Funds’ performance may be negatively affected due to potential loss of trading opportunities, contractual penalties for delayed or nondelivery, increases in storage costs, transportation costs, or other obligations that would not have arisen but for such disruptions. Investments in physical assets, including oil, gas, electricity, transmission facilities, storage facilities and power plants, are subject to risks—destruction, loss, theft, industry-specific regulation (e.g., pollution control regulation), operating failures, or labor relations (i.e., risks that are not typically directly applicable to financial instrument trading). In addition, the regulation of such assets is extensive and variable, and the Investment Funds’ commitment to certain of such assets could be wholly illiquid for long periods of time. Prices of such assets are affected by factors such as global or regional supply and demand, investors’ expectations with respect to the rate of inflation, currency exchange rates, interest rates, investment and trading activities of various market participants, and global or regional political, economic, or financial events and situations. Markets can be volatile at times, and there may be sharp fluctuations in prices even during periods of rising prices. Certain Investment Funds engage in certain businesses (e.g., the transportation of natural gas and power and the storage of natural gas) pursuant to which BAM expects to take or make delivery of underlying physical commodities on behalf of the Investment Funds. The possession of physical commodities could subject an Investment Fund to a variety of risks and costs not applicable to financial instruments (e.g., difficulty of transporting and storing, loss, damage, environmental damage and personal injury and associated liabilities, taxes and insurance). While BAM seeks to manage such risks and costs on behalf of such Investment Funds, there can be no assurance that they will not adversely affect such Investment Funds. In addition, the business of transporting and storing physical commodities (e.g., natural gas) may expose an Investment Fund to additional laws and regulations that would not otherwise apply to such Investment Fund’s trading of physical commodities. Additionally, certain other investment strategies generally seek to avoid taking or making delivery of underlying physical commodities. However, it is possible that certain Investment Funds may (either voluntarily or involuntarily) come into possession of physical commodities in connection with these investment strategies and be exposed to the foregoing risks. A small portion of the Investment Funds’ portfolio may include investments (e.g., investments in exchangetraded funds or cash-settled futures contracts) that track the value of certain well-established liquid virtual currencies (also known as “cryptocurrencies” or “digital currencies”) or similar assets that utilize blockchain technology. Certain risks relating to the virtual currencies underlying such exchange-traded funds and cash-settled futures contracts generally differ from those of traditional currencies, commodities, or securities. Importantly, virtual currencies are oftentimes not directly backed by a central bank or a nation, supranational or quasi-national organization, any hard assets, human capital, or other form of credit. Rather, virtual currencies are market-based, and a virtual currency’s value is determined by (and fluctuates often, according to) supply and demand factors, and the value that various market participants place on them through their mutual agreement. There is also significant uncertainty surrounding the regulation of virtual currencies. To the extent virtual currencies are unexpectedly determined to be a security, commodity interest, or other regulated asset, or a U.S., state or non-U.S. government or quasi-governmental agency exerts regulatory authority over the use, exchange, trading, and ownership of virtual currencies, the value of virtual currencies in which the Investment Funds have invested may be adversely affected. While the Investment Adviser generally will not consider tax issues applicable to any particular investor, it generally will take into account the tax positions of the Investment Funds. However, the use of a “masterfeeder” structure may create a conflict of interest in that different tax considerations may cause or result in

the Investment Adviser structuring or disposing of an investment in a manner or at a time that is more advantageous (or disadvantageous) for tax purposes to one Investment Fund or its investors. The Investment Funds pay and/or reimburse fees and expenses to the Investment Adviser and other service providers. In addition, the Investment Funds will indirectly incur similar fees and expenses if the Investment Fund invests in money market funds, exchange-traded funds or similar products, as these funds and accounts in turn pay similar fees to their investment managers and other service providers. The Investment Funds will pay such fees regardless of whether the Investment Fund is profitable. Intellectual property especially in the form of proprietary systems have significant value and require substantial sums of money to build, develop, access, and deploy. The expense to build the proprietary systems are generally expenses to the Investment Funds. However, the Investment Funds have no right or ownership interest in the intellectual property. To the extent that BAM determines that an investment opportunity is not appropriate for one Investment Fund, such investment opportunity may be provided to another Investment Fund, including a “proprietary” BAM fund owned by the partners, principals, and employees of BAM, or to other parties as a co-investment opportunity through a pooled investment vehicle or directly. From time to time the Investment Funds may establish an investors’ representative committee (“IRC”). The IRC, in representation, and on behalf, of the Investment Funds provides a consent mechanism if BAM believes consent is required for a particular transaction. To the extent an IRC needs to be assembled, such IRC will be comprised of the Independent Directors of the relevant Investment Fund and will act in the interests of the Investment Fund. An Investment Fund will be responsible for any losses resulting from trading errors and similar human errors. If trading errors (and similar errors) occur, the Investment Fund will receive the gain from any such errors, or be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of BAM. Profits from trading errors may not offset losses from trading errors, unless the underlying transactions constitute a single transaction. As part of its business, BAM processes, stores, and transmits large amounts of electronic information, including information relating to the transactions of the Investment Funds and personally identifiable information of the investors. Similarly, service providers of BAM and the Investment Funds, especially the Administrators, may process, store, and transmit such information. BAM has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to BAM may be susceptible to compromise, leading to a breach of BAM’s network. BAM’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by BAM to investors may also be susceptible to compromise. Breach of BAM’s information systems may cause information relating to the transactions of the Investment Funds and personally identifiable information of the investors to be lost or improperly accessed, used, or disclosed. The service providers to BAM and the Investment Funds are subject to the same electronic information security threats as BAM. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Investment Funds and personally identifiable information of the investors may be lost or improperly accessed, used, or disclosed.

A detailed, though not exhaustive, list, of important risks to be considered, can be found in the offering memorandum for each of the Investment Funds.

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

Please review all risks detailed in Item 8.B. above. Item 9

Disciplinary Information

Item 9.A. Not applicable Item 9.B. In December of 2018, the Swedish Financial Supervisory Authority (“Finansinspektionen” or “SFSA”) determined that BAM’s relying adviser, Balyasny Europe Asset Management LLP (“BEAM”) made a late net short position notification to the SFSA (less than a month late). BEAM appealed the decision. However, the appeal was unsuccessful. The appeal was decided on September 6, 2019; however, BEAM was not notified of the decision. As a result, the matter was not concluded until such time BEAM was made aware of the final decision. The total settlement amount of $15,416 was levied against BEAM and the settlement amount was paid on November 5, 2020. As of November 1st, 2023, BEAM changed its name to Balyasny Asset Management (UK) LLP.

Item 9. Disciplinary information

Not applicable Item 10

Other Financial Industry Activities and Affiliations

Item 10.A. Not applicable Item 10.B. BAM became a CFTC registered Commodity Pool Operator (“CPO”) and National Futures Association member as of January 2013. Item 10.C. In 2011, BAM created BCM, an affiliate of BAM. BCM serves as the general partner to Atlas Enhanced Fund, L.P., Atlas Institutional Equity Fund, L.P., Atlas Opportunistic Fund, L.P., and Longaeva Private Growth I, L.P. BCM owns shares issued by AEMF, AEPAMF2, AEPAMF3, and the Atlas Opportunistic Master Fund, Ltd. (“AOMF”). BCM’s ownership of shares issued by AEMF, AEPAMF2, AEPAMF3, and AOMF allows BCM to collect the Incentive Allocation. The Incentive Allocation is the mechanism used in the place of a performance fee.

Read the rest of Item 9 (753 more words)

The Incentive Allocation works by increasing the value of the shares owned by BCM by a percentage (refer to Item 5.A. and the specific offering memorandum for full details) of the excess of the realized and unrealized appreciation (if any) of the net asset value corresponding to each investor’s investment. The incentive allocation is subject to a “high-watermark” in order to prevent an incentive allocation from being taken on recuperated losses. In 2021, BAM created BAM Elevate GP, LLC, an affiliate of BAM. BAM Elevate GP, LLC serves as general partner to the Atlas Access Funds. BAM Elevate GP, LLC maintains a capital account in each of the Atlas Access Funds that allows the Atlas Access Funds to distribute carried interest to BAM Elevate GP, LLC (refer to Item 5.A and the specific offering memorandum for full details). Please see Item 6 and

Item 11.C. for details on how BAM addresses the conflict raised by the fact that certain Investment Funds are responsible for higher Incentive Allocations or carried interest. BAM is the beneficial owner of Balyasny Asset Management (UK) LLP (“BAM UK”) which is regulated by the Financial Conduct Authority of the United Kingdom (the “FCA”). Registration with the FCA permits BAM UK to conduct investment advisory services within the United Kingdom. In addition, BAM wholly owns the following subsidiaries: Balyasny Asset Management (Singapore) PTE. Ltd. (“BAM SG”). BAM SG is registered as an Asset Manager with the Monetary Authority of Singapore (“MAS”). Registration with MAS permits BAM SG to conduct investment advisory services within Singapore; Balyasny Asset Management (EQVOL) L.P. (“BAM EQVOL”) and its general partner BAM (EQVOL) GP LLC. BAM EQVOL is a Delaware Limited Partnership; Balyasny Asset Management (Hong Kong) Limited (“BAM HK”). BAM HK is registered as an Asset Manager with the Securities and Futures Commission of Hong Kong (the “SFC”). Registration with the SFC permits BAM HK to conduct investment advisory services within Hong Kong. BAM HK has entered into sub-advisory agreements with BAM and certain of the Investment Funds with all compensation being paid to BAM HK by BAM; Balyasny Asset Management (Japan) Limited (“BAM Japan”). BAM Japan is registered as a Discretionary Investment Manager with the Kanto Local Finance Bureau of Japan’s Ministry of Finance (the “KLFB”). Registration with the KLFB permits BAM Japan to conduct investment advisory services within Japan; Balyasny Korea Limited (“BAM Korea”), based in Seoul Korea, is a limited company; Balyasny Asset Management (Canada) ULC, (“BAM Canada”). BAM Canada is registered as a Portfolio Manager with the Ontario Securities Commission (“OSC”), the Alberta Securities Commission (“ASC”), and the British Columbia Securities Commission (“BCSC”). BAM Canada is registered as an Exempt Market Dealer with the OSC, ASC, BCSC, and Quebec Autorité des Marchés Financiers (“AMF”). BAM Canada is registered as a Commodity Trading Manager with the OSC. Registration with the OSC, ASC, BCSC, and AMF permits BAM Canada to provide regulated services to the Investment Funds within Canada; Balyasny Asset Management (Middle East) Limited (“BAM ME”), which is based in the Dubai International Financial Centre, holds a category 3C license (approved on June 9, 2023) and is authorized and regulated by the Dubai Financial Services Authority; Balyasny Management (Denmark) ApS (“BAM Denmark”), a private limited company registered in Denmark under the laws of the Danish Companies Act on 17 August 2023 under registration number CVRNO. 44 24 06 88; Balyasny Asset Management (Europe) Fondsmæglerselskab A/S (“BAM Europe”), a public limited liability company registered in Denmark under the laws of the Danish Companies Act on 1 December 2023 under registration number CVR-NO. 44 46 83 60. BAM Europe is authorized and regulated by the Danish Financial Supervisory Authority (“DFSA”), since October 8, 2024 under license number 8357; Balyasny Asset Management (AD) Limited (“BAM AD”), a private limited company registered in Abu Dhabi; Balyasny Asset Management (Puerto Rico) LLC (“BAM PR”), a limited liability company formed under the laws of the Commonwealth of Puerto Rico; and Longaeva Partners L.P. (“Longaeva Partners”) and its general partner, Longaeva Partners GP LLC.

BCM, BAM UK, BAM SG, BAM EQVOL, BAM HK, BAM Japan, BAM Korea, BAM Canada, BAM ME, BAM Denmark, BAM Europe, BAM AD, BAM PR, and Longaeva Partners are relying advisers to BAM (collectively, the “Relying Advisers”). BAM utilizes the Relying Advisers to manage a portion of the Investment Funds’ assets. Please see Item 6, Item 11.B., Item 11.C., and Item 11.D. for conflicts that may arise due to BAM’s management of multiple Investment Funds as well as how these conflicts are addressed by BAM.

Item 10. Other financial industry activities and affiliations

Not applicable Item 11

Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

Item 11.A. BAM (including the Relying Advisers) have adopted a code of ethics in accordance with Rule 204A-1 under the Advisers Act and each non-U.S. Relying Adviser has adopted a code of ethics taking into account modifications as required by local laws or regulations (all such codes of ethics collectively, the “Code”). BAM prohibits employees from using or attempting to use their position at BAM to obtain improper personal benefits for themselves or any other person. Any exceptions to the Code require prior approval by a member of the Compliance Department.

Read the rest of Item 10 (3,659 more words)

The Code sets out standards of business and personal conduct for each BAM Employee and addresses conflicts that arise from personal trading and personal investments by such persons and provides for disciplinary sanctions for Code violations. For purposes of the Code, “Employee” means any officer, member, partner, employee and personnel of BAM that is subject to the Code. The Code’s prohibitions apply to direct activity as well as indirect activity taken to avoid the Code’s prohibitions. The policies and procedures set forth in the Code recognize that an investment adviser is in a position of trust and confidence with respect to its clients. The Code includes a code of conduct which requires Employees to (i) abide by standards of ethical conduct in their relationships with each other, the Investment Funds, BAM’s investors, BAM’s competitors, and the public; (ii) adhere to standards with respect to any potential material conflicts of interest with the Investment Funds; and (iii) preserve the confidentiality of information that they may obtain in the course of BAM’s business and use such information properly and not in any way adverse to the interests of any of the Investment Funds, subject to the legality of using such information. The Code also includes a personal securities investment and reporting policy. This policy, among other things, restricts an Employee’s ability to engage in certain personal securities transactions without the prior consent of the Compliance Department and requires reporting of any such transactions. The Code restricts Employees’ ability to conduct certain activities outside the firm and places limits on the value of gifts that may be received and/or given by Employees. A copy of BAM’s Code of Ethics and Personal Trading Policy is available to investors and prospective investors upon request by calling (212) 808-2300 and asking to speak to someone in the Compliance Department. Item 11.B. BAM, in its capacity as investment manager to Atlas Enhanced Master Fund, Ltd. (“AEMF”), Atlas Enhanced Portable Alpha Master Fund II, Ltd. (“AEPAMF2”), and Atlas Enhanced Portable Alpha Master Fund III, Ltd. (“AEPAMF3”) recommends that AEMF, AEPAMF2, and AEPAMF3 purchase interests in Atlas Macro Master Fund, Ltd. (“AMMF”), Atlas Singapore Master Fund PTE. Ltd. (“ASMF”), Atlas Peak,

Ltd. (“APEAK”), Atlas Spark, Ltd. (“ASPARK”), Atlas Diversified Master Fund, Ltd. (“ADMF”), Atlas Global Trading Ltd. (“AGT”), and Atlas Alternative Strategies Master Fund, Ltd.(“AASMF”). BAM, in its capacity as investment manager to Atlas Leverage Feeder, LLC (“ALF”), recommends that ALF purchase interests in ADMF and ASMF. AEMF, AEPAMF2, and AEPAMF3 collectively wholly own 100% of AMMF, AGT, AASMF, APEAK, and ASPARK. The collective 100% ownership is adjusted monthly. AEMF, AEPAMF2, AEPAMF3, and ALF collectively own approximately 100% of ADMF and ASMF, where the ownership is adjusted monthly. Similarly, BAM, in its capacity as investment manager to AEMF, recommends that AEMF purchase interests in BAMAVT 1 LLC (“AVT”), Atlas Private Holdings, LLC (“APH”), Atlas Private Holdings II, LLC (“APH II”), Atlas Private Holdings III, LLC (“APH III”), Atlas Private Holdings V, LLC (“APH V”), Atlas Private Holdings VI, LLC (“APH VI”), Atlas Private Holdings VII, LLC (“APH VII”) Atlas Private Holdings VIII, LLC (“APH VIII”), Atlas Plus Privates Fund, LLC (“APPF”), Atlas Private Holdings (Cayman) II, Ltd. (“APH Cayman II”), Atlas Private Holdings (Cayman) III, Ltd. (“APH Cayman III”), Longaeva Private Growth I, LLC (“LPGI”), Longaeva Private Growth II, LLC (“LPGII”), and Longaeva Private Growth III, LLC (“LPGIII”). AEMF owns approximately 98% of AVT, approximately 97% of APH and APH II, and wholly owns 100% of APH III, APH V, APH VI, APH VII, APH VIII, APPF, APH Cayman II, APH Cayman III, LPGI, LPGII, and LPGIII. BAM, in its capacity as investment manager to ADMF, recommends that ADMF purchase interests in Atlas Private Holdings (Cayman) Ltd. (“APH Cayman”). ADMF wholly owns 100% of APH Cayman. BAM, in its capacity as investment manager to AMMF, recommends that AMMF purchase interests in Atlas NG LLC (“ANG”), Atlas Power, Ltd (“APOW”), and Atlas Macro Japan, Ltd. (“AMJP”). AMMF wholly owns 100% of ANG, APOW, and AMJP. BAM, in its capacity as investment manager to Atlas Peak, Ltd. (“APEAK”), recommends that APEAK purchase interests in Atlas Power (Central), Ltd. (“APOWC”), Atlas Power (East), Ltd. (“APOWE”), Atlas Power Southwest Ltd. (“APOWSW”), Atlas Power (TX), Ltd. (“APOWTX”), Peak Power I, Ltd. (“PPOWI”), and Peak Power II, Ltd. (“PPOWII”). APEAK wholly owns 100% of APOWC, APOWE, APOWSW, APOWTX, PPOWI, and PPOWII. BAM, in its capacity as investment manager to AEPAMF2 and AEPAMF3, recommends that AEPAMF2 and AEPAMF3 purchase interests in Atlas Enhanced Portable Alpha BH II, Ltd. (“AEPABH2”) and Atlas Enhanced Portable Alpha BH III, Ltd. (“AEPABH3”) respectively. AEPAMF2 wholly owns 100% of AEPABH2. AEPAMF3 wholly owns 100% of AEPABH3. BAM, in its capacity as investment manager to AGT recommends that AGT purchase interests in AGTF I, Ltd (“AGTFI”) and AGTF II, Ltd. (“AGTFII”). AGT wholly owns 100% of AGTFI and AGTFII. BCM is the general partner of Atlas Enhanced Fund, L.P., Atlas Institutional Equity Fund, L.P., Atlas Opportunistic Fund, L.P., and Longaeva Private Growth I, L.P. BAM Elevate GP, LLC is the general partner of the Atlas Access Funds. BCM and BAM Elevate GP, LLC are collectively referred to as the “General Partners.” In order to mitigate the conflict of advising certain Investment Funds managed by BAM to invest in other Investment Funds also managed by BAM, BAM does not permit these investors to obtain terms that are more favorable than the terms offered to any other investor. Notwithstanding the immediately preceding sentence, the feeder funds may redeem from the master funds and the master funds may redeem from the trading subsidiaries, without being subject to the liquidity restrictions applicable to all investors in the feeder funds (including BAM employees), in order to implement the Investment Funds’ investment programs and carry out their operations. It should be noted, however, that employees that are permitted to invest in the Investment Funds are typically charged a reduced Incentive Allocation or are not charged an

Incentive Allocation at all (depending on the specific Investment Fund). Further, partners of BAM do not pay a Management Fee or an Incentive Allocation. Through its marketing efforts, BAM solicits investors and prospective investors to invest in the Investment Funds. Likewise, in its capacity as investment adviser, BAM recommends the Investment Funds to investors and prospective investors. BAM mitigates this conflict by ensuring that its marketing efforts adhere to applicable securities and anti-fraud rules. As discussed in Item 5.A, BCM, BAM, or their respective affiliates may purchase and warehouse certain Warehoused Investments on behalf of the Investment Funds. BCM, BAM, or their respective affiliates are subject to conflicts between acting in the best interests of the Investment Funds and assisting themselves by selling the Warehoused Securities to an Investment Fund. In addition, BCM, BAM, or their respective affiliates may have information regarding the Warehoused Investments which are not available to prospective investors in the Investment Funds, due to confidentially restrictions with third parties or otherwise. BAM manages such conflicts by transferring such Warehoused Investments to an Investment Fund for a purchase price equal to the price paid plus reasonable out-of-pocket costs and expenses incurred in the acquisition of such Warehoused Investment, including interest and financing costs. No assurances can be given that such Warehoused Investment will be profitable for the Investment Funds. Given the illiquid nature of the Warehoused Investments, it is impossible to know their true fair market value at the time they are purchased by the Investment Fund, which value may be substantially less (or more) than the price at which the Warehoused Investment were purchased on behalf of the Investment Funds. As such, investors in the Investment Funds will be assuming the risk of fluctuations in fair market value of the Warehoused Investment from the date such Warehoused Investments were initially acquired by BCM, BAM, or their affiliates for the Investment Funds. Item 11.C. BAM follows certain policies and procedures for the aggregation of orders and allocating investment opportunities on behalf of Investment Funds, described below. In general, BAM will execute transactions on behalf of each of the Investment Funds (i) on a fair and equitable basis and (ii) pursuant to its obligations to seek to obtain best execution and realize favorable commission rates (or other transaction costs). BAM and its affiliates are, and may continue to be, affiliated with and render services to Investment Funds or Other Accounts (as defined in Item 11.C), as a result of which they will have a need to allocate time, as well as trading and investment opportunities (“Investment Opportunities”), between Investment Funds or Other Accounts. Certain of these Investment Funds or Other Accounts may have goals and trading strategies that are substantially similar to those of other Investment Funds or Other Accounts. In addition, BAM, BCM, or Dmitry Balyasny may in the future serve as the investment manager or a general partner of additional entities and managed accounts. Participation in specific Investment Opportunities may be appropriate, at times, to Investment Funds or Other Accounts with similar investment objectives. In such cases, BAM will determine whether participation in such Investment Opportunity on an aggregate basis among the Investment Funds or Other Accounts is appropriate. In making this determination, BAM will take into account several factors, including, without limitation, the risk-return profile of the proposed investment; investment guidelines; investment restrictions; investment objectives; investment program; diversification requirements; risk parameters and risk tolerance; available cash and/or liquidity requirements; exposure limitations and/or considerations; hedging; applicable counterparty relationships; tax, legal, or regulatory reasons; redemptions or other capital allocation changes; avoidance of odd-lots; avoidance of de minimis allocations; leverage considerations, including, margin and financing considerations; substitution, reinstatement, restoration, and/or “re-establishment” of comparable and/or relative exposure; position sizing; required or anticipated holding period(s); whether an Investment Fund or Other Account have an existing investment related to the Investment Opportunity; whether an Investment Fund or Other Account is subject to differing portfolio conditions or capital activity (i.e., inflows and outflows); an Investment Fund’s or Other Accounts’ structure and terms; whether an Investment Fund or

Other Account are engaged in a Ramp-Up, Close-Out, Top-Up, or Partial-Close (in each case as defined below) (collectively, the “Allocation Factors”). Pursuant to its investment objective, an Investment Fund may look to initiate a position that is also held by one or more other Investment Funds or Other Accounts (such an instance, a “Ramp-Up”). Similarly, pursuant to its investment objective, an Investment Fund may increase exposure to a particular position that is also held by one or more other Investment Funds or Other Accounts (such an instance, a “TopUp”). Likewise, an Investment Fund, pursuant to its investment objective, may look to close-out of a specific position that is also held by one or more other Investment Funds or Other Accounts (such an instance, a “Close-Out”). Finally, pursuant to its investment objective, an Investment Fund may decrease exposure to a particular position that is also held by one or more other Investment Funds or Other Accounts (such an instance, a “Partial-Close”). As a result, an Investment Fund or Other Account engaged in a Ramp-Up, Top-Up, Close-Out, or Partial-Close, as applicable, may receive the entire allocation of a specific Investment Opportunity or may receive a different allocation of a specific Investment Opportunity relative to other Investment Funds, as applicable. The amount, nature, and timing of such Ramp-Up, Close-Out, Top-Up, and Partial-Close allocations will vary based on a range of factors, but in all cases will be applied and implemented by BAM on a fair and equitable basis. It is anticipated that, in certain circumstances, there will be overlap with respect to the positions held by Investment Funds or Other Accounts. However, BAM may determine, as per the Allocation Factors, that certain Investment Opportunities are deemed suitable for a certain Investment Fund, and not the other(s). Furthermore, when certain positions are held in multiple Investment Funds, the relative position size (measured as a percentage of NAV) may differ pursuant to the Allocation Factors. BAM expects that an Investment Fund may acquire and/or dispose of an Investment Opportunity either prior to or subsequent to the acquisition and/or disposition of the same or similar Investment Opportunity by one or more other Investment Funds or Other Accounts. For the avoidance of doubt, an Investment Fund may be transacting in the same Investment Opportunity at the same time as other Investment Funds or Other Accounts, and it is possible that they may be trading in different directions with respect to such Investment Opportunity. Any difference in the timing of the acquisition and/or disposition of Investment Opportunities among the Investment Funds or Other Accounts may have detrimental effects on other Investment Funds. It is anticipated that the Investment Adviser may also expose an Investment Fund to an Investment Opportunity in an entirely different degree (by way of example only, in terms of capital exposure, derivative exposure, and leverage) than that to which other Investment Funds or Other Accounts are exposed to such Investment Opportunity. As a result of some or all of the foregoing, the performance results of an Investment Fund, even as they relate to investments made by other Investment Funds or Other Accounts, are likely to vary and such variation may be significant. The Investment Funds may invest in financial instruments in which other Investment Funds have already invested or are expected to invest. There can be no assurance that the Investment Funds will invest on the same terms or will invest and divest at the same time. An investment by the Investment Fund in a security, financial instrument, or issuer in advance of the same or a similar investment by another Investment Fund may affect the prices, transaction costs, and availability of the securities and instruments in which the Investment Fund seeks to invest. Investment Funds may make separate investments in the same issuer, in which case the terms of each of such Investment Fund’s investments, including the type of security purchased, may be different from the terms of other Investment Fund’s investments or the types of security that the other Investments Funds purchase (or the level at which the investments are made in an issuer’s capital structure). Conflicts could arise if several Investment Funds make separate investments in the same financial instrument with respect to the manner and timing of one Investment Fund’s exit from the investment compared to other Investment Funds’ exits. The sale of a financial instrument by one Investment Fund in advance of the sale of such financial instrument by another Investment Fund could have a material adverse effect on the price at which the Investment Fund is able to sell such financial instrument. If an

Investment Fund invests in a different type of security from the security purchased by another Investment Fund in the same issuer, additional conflicts may arise, particularly if the issuer experiences financial difficulties. One Investment Fund may take a position that is different from, and potentially adverse to, a position taken by other Investment Funds. One Investment Fund may pursue or enforce rights or actions, or refrain from pursuing or enforcing rights or actions, with respect to a particular issuer in which other Investment Funds have invested, even though such actions or inaction could materially adversely affect other Investment Funds. In making decisions on behalf of an Investment Fund, BAM may have incentives to take the interests of other Investment Funds into account, even though doing so could materially adversely affect the Investment Fund. Further, one Investment Fund may engage in short selling securities that other Investment Funds hold, or vote securities in a different manner than such other Investment Funds, which could have a material adverse effect on such other Investment Funds. The Investment Funds expect to invest a substantial portion of their assets through multiple trading subsidiaries (each, a “Trading Subsidiary” and collectively the “Trading Subsidiaries”). BAM believes that this structure creates significant operational efficiencies, which in turn reduces operational risk and the potential for trade allocation errors. Further, it provides for a more creditworthy vehicle, which BAM believes will allow it to obtain more beneficial financing terms from the Trading Subsidiaries’ counterparties. Other Trading Subsidiaries may be formed for regulatory, tax or similar reasons to provide the Investment Funds, client accounts, and proprietary accounts, that the Investment Adviser, the General Partners (as defined in Item 11.B), and their principals and affiliates are, and may continue to be, affiliated with and/or render services to (collectively, “Other Accounts”) access to a certain geographical market or type of investments. The operation of the Investment Funds investment strategies via Trading Subsidiaries are not expected to materially alter the expected leverage, volatility, or performance targets of the Investment Funds. One or more of the Trading Subsidiaries may also operate as a master fund (i.e., in addition to the investment by the Investment Funds, such Trading Subsidiary may also have its own feeder funds or Trading Subsidiaries). Each Trading Subsidiary will generally pursue a basic purpose. For example, one Trading Subsidiary conducts equities trades (including long/short equity, systematic equities, and equity arbitrage), while another conducts systematic trading. In addition, certain Trading Subsidiaries will employ leverage at the Trading Subsidiary level and others will not. In each case, the Investment Funds will participate in the Trading Subsidiaries on a pro rata basis based on the capital contributed to the levered or un-levered Trading Subsidiaries (certain participants will contribute a greater amount of capital to certain of the Trading Subsidiaries). The Trading Subsidiaries provide their respective Investment Funds with monthly liquidity as needed based on the investment programs of the Investment Funds. Accordingly, an Investment Fund may withdraw capital from the Trading Subsidiaries on a more frequent basis than redemptions are permitted from the Investment Fund in order to fund the Growth Equity portion of the Investment Fund. The Trading Subsidiaries are designed to be used by multiple other investment entities and accounts, including Investment Funds or Other Accounts. Certain Other Accounts invest in one or more of the Trading Subsidiaries in order to execute their respective strategies and in certain cases participate in a subset of a Trading Subsidiary’s investment program. However, each Trading Subsidiary is only one legal entity, and all of their respective assets are available to meet all of their respective liabilities, regardless of the class of shares to which such assets or liabilities may be attributed. Therefore, an Investment Fund may experience losses arising from the additional trading program exposure attributable to an Other Account that pursues only a sub-set of a Trading Subsidiary’s investment program.

BAM’s books and records will separately reflect, for each Investment Fund, all aggregated orders in which the Investment Fund participated, and all securities held by, and bought and sold for, that Investment Fund. For avoidance of doubt, BAM may rely upon the allocation records kept by the Investment Funds’ primebrokers and Administrators. Each Investment Fund’s assets will be deposited with one or more custodians, prime brokers, futures commission merchants, or held on the books and records of the issuer or its servicing agent, and the Investment Fund’s assets will not be held collectively any longer than is necessary to settle the purchase or sale in question. Cash or securities held collectively for Investment Funds will be delivered to the custodian as soon as practicable following settlement. BAM will receive no additional compensation of any kind as a result of an aggregated order. Individual investment advice and treatment will be accorded to each Investment Fund. Please see Item 11.A. for details on BAM’s Personal Trading Policy. Private Investment Opportunities (“Private Companies”) will generally be allocated to the Investment Funds in a fair and equitable manner based on each Investment Fund’s investment mandate, investment horizon, and structure. Where an investment in a Private Company is appropriate for more than one Investment Fund, the Private Company will be allocated to the relevant Investment Funds based upon the Private Company’s funding stage, the investment time horizon, relative capital available for investments in Private Companies, concentration and exposure limits, risk considerations, and legal, regulatory, or tax considerations. BAM, or a newly formed affiliate, expects to manage one or more new Investment Funds in the near future that focus on investments in early stage companies. As a portfolio company in which such an Investment Fund has made an investment continues to develop and mature over time, such portfolio company may seek to raise multiple subsequent rounds of financing. However, the growth of such portfolio company may cause the profile of the company and/or the terms of a subsequent financing round to fit the investment profile of other Investment Funds. In such event, Investment Funds may be allocated such subsequent investment opportunities in part or in full. This creates a potential conflict of interest because BAM, or a new affiliate, advise both the early stage investment by the new Investment Fund and the later stage investment by existing Investment Funds. In particular, there is stress on the analysis of the valuation of each round of investing. In addition, BAM could be viewed as having used an Investment Fund to “rescue” a failed start up company in which another Investment Fund has made prior investments. BAM and its affiliates will seek to resolve any such potential conflicts if they arise in a manner that is fair and equitable to all Investment Funds, for example, but not limited to, requiring review and approval by BAM’s Valuation Committee or utilizing third party valuations. BAM anticipates that AEF will invest approximately 3% of assets in Privates Companies (if BAM is able to identify a sufficient number of attractive investments). Additionally, BCM has launched a separate share class of AEF (“10% Privates Class”) that will invest approximately 10% of its assets in Private Companies (if BAM is able to identify a sufficient number of attractive investments). The investments in Private Companies made by the 10% Privates Class will be side-pocketed. Furthermore, the private investments made by the 10% Privates Class within a calendar quarter are expected to be designated in the same sidepocket within the same legal entity.

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

BAM will not engage in principal transactions unless consent has been granted by all appropriate parties or such action otherwise comports with the Advisers Act (and other applicable securities laws). However, BAM may cause a security to be traded between two clients where it believes such trade to be in the interest of each client. BAM generally has such authority under the general grant of investment discretion given to

Read the rest of Item 11 (2,908 more words)

it by its clients. BAM’s practice is to engage in cross trades in limited circumstances where the purchase and sale of the same security at the same time by different clients helps to achieve more favorable terms to each client than through separate transactions not involving a cross trade. These circumstances can arise when a client wishes to sell a security to generate cash or to realign such client’s asset allocation at a time when BAM would like to purchase the security for other clients (for example, when rebalancing a fund (whether intra-month or at the beginning of a month)). Such transactions may also occur regularly and frequently. Cross transactions may also occur if one Portfolio Manager is exiting or reducing a position and another Portfolio Manager is building or increasing a position in the same security. In some cases, BAM may determine to reallocate assets (which may involve generating cash to fund withdrawals or investing new capital) within the Investment Funds and thereby create a need to sell the security from one Investment Fund and a need to purchase the same security in another Investment Fund. BAM’s duty to be unbiased and fair to clients on both sides of a cross transaction may pose an inherent conflict of interest. Cross transactions will only be effected in accordance with applicable law. To ensure that it fulfills its duty to each client that is party to a cross transaction, BAM seeks to ensure the appropriateness of the transaction for each client and that it is fair to both sides of the transaction. Cross trades between clients are generally priced at the closing price as established by an independent broker, but are, from time-to-time, done intra-day at market price or over-the-day using a volume-weighted average price, time-weighted average price, or other weighted average price algorithm. In causing cross trades to be effected between Investment Funds, BAM will effect a journal transaction with the Investment Funds’ prime brokers, generally at no cost, or utilize an unaffiliated broker-dealer at normal commission rates. Cross transactions require prior approval by a member of the Compliance Department. In addition to the above, BAM may correct misallocations of trades among client accounts by re-allocating the applicable trade using the intended allocation methodology prior to the trade’s settlement date (or as otherwise permitted under applicable exchange rules). If an erroneous allocation cannot be corrected prior to or after settlement, BAM may, if appropriate and subject to applicable law, correct the erroneous allocation by effecting a cross-trade between client accounts at the price at which the initial trade was effected. Private Companies may be shared with co-investors, either directly or through co-investment vehicles such as the Atlas Access Funds. Given the inherent conflict of interest present in co-investment opportunities, and to ensure that BAM allocates Private Companies in a manner that fulfills its fiduciary duty to treat clients fairly, BAM has developed policies and procedures around the allocation of such opportunities. Generally, and unless the Investment Funds are not interested in the investment opportunity, co-investors will not receive an allocation in Private Companies until the Investment Funds managed by BAM have received their entire allocation. Co-investment opportunities require approval from BAM’s Compliance Department. Teton Venture Partners GP I, LLC (“Teton GP”) is the general partner for an early (primarily, venture) stage fund of funds vehicle, Teton Venture Partners I, L.P. (“Teton”). Teton GP is under common ownership and control of BAM. The investor base for Teton primarily consists of partners and employees of BAM and BAM’s affiliates. Teton has a different investment strategy than the Investment Funds. Teton will generally seek investment opportunities in unaffiliated venture capital and private equity funds (collectively “VC Funds”) as opposed to direct investments in Private Companies (as the Investment Funds may make from time-to-time). VC Fund investment opportunities are generally appropriate for Teton, and not for the Investment Funds, which do not make investments in VC Funds. Despite the differing investment strategies, any potential conflicts of interest will be reviewed by BAM’s Compliance Department.

The Investment Adviser may identify vendor relationships where it would seek to obtain, on behalf of the Investment Funds, a subscription for a vendor’s research. However, in certain of these instances the Investment Adviser may determine that a strategic investment (either in lieu of a subscription, or alongside of a (possibly reduced) subscription) into the vendor is likely to offer additional benefits to the Investment Funds. Given the size (and valuation) of such vendors, the Investment Adviser would not typically consider them as a fund investment for the Investment Funds. However, an immaterial investment (as compared to the net asset value of the Investment Funds) may still be made if the Investment Adviser expects the investment to offer benefits to the Investment Funds (e.g., the ability to have tier-one access to a vendor, to work with a vendor to build a product customized to the needs of the Investment Funds, or to have advance access to new products being beta-tested by a vendor). In these and similar circumstances, the Investment Funds may make these types of strategic investments that are expected to benefit the Investment Funds, even if capital appreciation is not the primary reason for the investments. These strategic investments are expected to be a very small percentage of the total research and vendor budget of the Investment Funds. The actual benefits for the Investment Funds from such strategic vendor relationship in return of such investments could be less than expected and could benefit one or more Investment Funds more than another Investment Fund. In particular, not all the benefits received from such strategic vendor relations may be used by the Investment Adviser in connection with all of the Investment Funds. Nonetheless, the Investment Adviser believes that any such strategic vendor relationship provides the Investment Funds with benefits as described above that would otherwise not be available to the Investment Funds. Dmitry Balyasny (or his immediate family members and/or controlled entities), as well as other partners and/or employees of the Investment Adviser (collectively with Dmitry Balyasny, “BAM Investors”) and other funds or accounts managed by the Investment Manager or its affiliates, may invest in pooled investment vehicles (such as venture capital, private equity, or hedge funds) that are managed by thirdparty investment managers (each, a “Private Fund”). Through these investments, the Investment Adviser may be introduced to the underlying portfolio companies of the Private Funds and evaluate them for a potential direct investment by the Investment Funds. If the Investment Funds ultimately invest directly in any such portfolio company, it would likely do so at a higher valuation than the relevant Private Fund, and thereby, indirectly, BAM Investors. From time to time, certain Portfolio Managers will recommend that the Investment Funds make investments in portfolio companies similar to those described above. In addition to capital appreciation, these investments are also expected to provide improved access to investment opportunities in later-stage private companies that are more mature businesses and therefore, more appropriate from a risk/reward perspective for the Investment Funds to invest in. In addition to Private Funds, Dmitry Balyasny (or his immediate family members and/or controlled entities), as well as other BAM Investors and other funds or accounts managed by the Investment Manager or its affiliates, may invest in or otherwise participate in businesses, including start-ups, in which the Investment Funds later directly invests (including through a growth strategy) or ultimately engages as service providers. If an Investment Fund were to invest in a company that a BAM Investor and/or other funds or accounts managed by the Investment Manager or its affiliates had previously or currently are invested in, it might do so at a higher valuation, and such investment might indirectly benefit the BAM Investor and other funds or accounts managed by the Investment Manager or its affiliates. If the Investment Fund were to engage a service provider that a BAM Investor had previously or currently is invested in, it might also indirectly benefit the BAM Investor and/or other funds or accounts managed by the Investment Manager or its affiliates. Service providers will only be engaged if the Investment Manager determines that the arrangement is in the best interests of the Investment Fund and the terms are negotiated on an arm’slength basis.

It should be noted that the vast majority of Mr. Balyasny’s net worth is invested in the strategies of the Investment Funds; accordingly, Mr. Balyasny’s interests in the Private Funds and other businesses described above are a very small percentage of his total investments. In part, these investments are made with the goal of creating access and opportunity for the Investment Funds to potentially invest in a small number of attractive companies as they mature. In addition to the foregoing, third-party investment managers may present investment ideas to the Investment Adviser that the Private Funds have invested in. After the Investment Adviser conducts its own research and analysis, the Investment Adviser may also recommend that the Investment Funds make an investment in the same company. It should also be noted that, in certain instances, the Investment Adviser may have an ownership interest in the third-party investment manager that presented the recommendation. It should be further noted that these private companies are, at some point, expected to be taken public through the initial public offering process (“IPO”). This may lead to a situation where the Private Funds are selling shareholders in the IPO and the Investment Funds purchase shares in that same offering. It should be noted that all strategic vendor investments and all private investments will generally be allocated among the Investment Funds in accordance with the Investment Adviser’s aggregation and allocation policies and procedures (as described in Item 11.C.). Please see Item 11.A. for details on BAM’s Code of Ethics and Personal Trading Policy. Item 12

Brokerage Practices

Item 12.A. BAM allocates transactions to broker-dealers for execution on markets/exchanges and at prices and commission rates that in BAM’s good faith judgment are in the best interest of the Investment Funds. BAM takes into consideration primarily available prices, brokerage commission rates, and other relevant factors including, but not limited to, execution capabilities, the size of the transaction, the difficulty of execution, the operational facilities of the broker-dealer involved, the risk in positioning a block of securities, the quality of the overall brokerage and research services provided by the broker-dealer, the broker-dealer’s willingness to commit capital and the value of an ongoing relationship with such broker-dealer. Research services include, but are not limited to, economic forecasts, investment advice, fundamental and technical advice, market analysis, statistical services and analyses of particular securities and investment situations. Some of these services are considered part of a “soft dollar” arrangement, as described in greater detail below. Where these services are provided by an executing broker-dealer, the Investment Funds may pay a brokerage commission in excess of that which another broker-dealer might have charged for effecting the same transaction if BAM determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the broker-dealer (viewed in terms of either the particular transaction or BAM’s overall responsibilities with respect to the account over which it exercises investment discretion). BAM currently uses commission dollars generated by the Investment Funds’ trades to pay for third-party research and brokerage products. This is commonly referred to as paying with “soft dollars.” Research may include, among other things, proprietary research from brokers, which may be written or oral; market, economic and financial data; performance measurement services; analyses concerning specific securities, companies, industries or sectors; statistical information; pricing data; databases; and quotation services. There are also instances where BAM receives investment research and access to, or discounts from, a brokerage firm’s (or such firm’s affiliate’s) research and/or trading platforms in exchange for trade orders. Certain of these soft dollar arrangements require BAM to generate a specific level of commissions in order to receive such research or brokerage products. All of BAM’s soft dollar usage is within the safe harbor

permitted under Section 28(e) of the Securities and Exchange Act of 1934, as amended (“Section 28(e)”). Under Section 28(e), research obtained with soft dollars generated by the Investment Funds may be used by the Investment Adviser or External Managers to service accounts other than the Investment Funds. If a product or service obtained with client commission dollars provides both soft dollar eligible and ineligible assistance, BAM will make a reasonable allocation of the cost which may be paid with soft dollars. The use of the Investment Funds’ brokerage commissions to obtain research or other products and services is a benefit to BAM as it does not require BAM to produce or pay for the research, products or services. As a result, BAM has an incentive to select specific broker-dealers based on BAM’s interest in receiving the research or other products and/or services, rather than basing this decision on the Investment Funds’ interest in receiving most favorable execution. In addition, soft dollar benefits may not be proportionally allocated to each Investment Fund that pays the actual commissions that generate the soft dollars. Also, soft dollar benefits are not limited to only those Investment Funds that generated the actual soft dollars. Likewise, it is possible that Investment Funds which may not directly benefit from the ancillary service provided by a particular broker-dealer will enter into transactions through such broker-dealer. However, BAM seeks to ensure, and believes, that the overall effect of such transactions on all accounts, when the ancillary services furnished to all Investment Funds are considered in totality, will be equally beneficial to all Investment Funds. Notwithstanding the above, upon appropriate notice and disclosure, as required, BAM may generate soft dollar balances outside of the safe harbor of Section 28(e). Separately, with respect to several of the Investment Funds, these conflicts generally do not exist because these particular funds are already responsible for the costs related to research and many other services and expenses related to the operation of the Investment Funds. Therefore, the use of soft dollars, for these particular funds, does not shift the expense from Investment Manager to the Investment Funds. It should be noted that BAM UK, BAM’s UK affiliate, is a “MiFID” firm. In this connection, BAM UK is subject to unbundling under the Markets in Financial Instruments Directive II (“MiFID II”). As part of this, BAM UK utilizes a “Research Payment Account” under a “Research Collection Charge Agreement.” BAM has entered into agreements on behalf of the Investment Funds with certain broker-dealers that act as prime brokers and execution brokers on behalf of the Investment Funds. From time to time, BAM personnel may speak at conferences for potential investors interested in investing in hedge funds which are sponsored by those brokers. These conferences may be a means by which BAM can be introduced to potential investors in the Investment Funds. Currently, neither BAM nor the Investment Funds compensate the brokers for organizing these “capital introduction” events or for investments ultimately made by prospective investors attending such events (although either may do so in the future). However, these events as well as the other services provided by a broker may be a factor in deciding whether to use that broker for brokerage, financing and the other activities conducted by the Investment Funds, BAM will not commit to allocate a particular amount of brokerage to a broker-dealer in any of these situations. BAM is aware of its fiduciary obligation to seek the “best execution” on securities transactions. Best execution entails the efficient placement of orders, clearance, settlement and overall execution quality as well as the price obtained in the transaction. As part of its efforts to obtain best execution, BAM will aggregate orders for multiple clients as detailed below. During the last fiscal year, BAM acquired with the Investment Funds’ brokerage commissions (i) research, such as proprietary research from brokers, which may have been written and/or oral; (ii) research products, such as databases and quotation services; (iii) research services, such as research concerning market, economic and financial data; a particular aspect of economics or on the economy in general; statistical information; pricing data and availability of securities; financial publications; electronic market quotations; performance measurement services; analyses concerning specific securities, companies, industries or sectors; market, economic and financial studies and forecasts; appraisal services; (iv) invitations to attend

conferences or meetings with management or industry consultants; and (v) execution services to effect securities transactions as eligible brokerage. BAM’s central trading desk will internally transact with independently managed strategies within the same Investment Fund to internalize the risk. Subsequent to internalization, BAM’s central trading desk will transact in the market at an optimal rate, in an effort to obtain best execution by minimizing market impact and seeking to capture intraday alpha. Furthermore, and consistent with BAM’s fiduciary obligation to obtain best execution, two independently managed strategies within the same Investment Fund that are transacting at (or around) the same time, but in opposite directions will generally transact internally. During the last fiscal year, BAM has taken into account the quality, comprehensiveness and frequency of available research services and products considered to be of value provided by brokers when directing the Investment Funds’ transactions to a particular broker. BAM directed transactions to such brokers only consistent with best execution. As mentioned above, certain of these soft dollar arrangements require BAM to generate a specific level of commissions in order to receive such research or brokerage products.

Item 12. Brokerage practices

See Item 11.C. for more detail on BAM’s aggregation and allocation policy and procedures. Item 13

Review of Accounts

Item 13.A. and Item 13.B. All accounts are reviewed on a regular basis to determine their conformity with risk parameters, investment objectives, and guidelines. All accounts are reviewed in light of emerging trends and developments as well as market volatility. The Investment Committee meets monthly at a minimum to review the accounts. Multi-Portfolio Manager Process Each Portfolio Manager is evaluated on a regular basis to assess the continued effectiveness of his or her investment style and approach, as well as the associated risks thereof.

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BAM continues to monitor the Portfolio Managers’ performance, both on a stand-alone basis and in relation to the performance of all the Portfolio Managers. BAM regularly reassesses the allocation of the Investment Funds’ assets for possible reallocation among other Portfolio Managers or other investment strategies and at times when particular investment opportunities or market dislocations are recognized, and attempts to analyze prevailing and anticipated market conditions in determining which strategies have the best potential to be profitable. Each Portfolio Manager receives daily updates of portfolio positions and transactions for which such Portfolio Manager is responsible. Further, the Portfolio Managers and analysts meet regularly to review and discuss portfolio status, potential investments and related issues. External Subadvisor Program In general, External Managers follow investment strategies that are in-line with BAM’s investment program. External Managers are not employees of BAM. External Managers are responsible for the hiring of personnel and certain other aspects of their business. Although various levels of discretion may be given to External Managers, BAM remains responsible for monitoring the External Managers’ performance in the Investment Funds’ portfolio. BAM generally retains ultimate control of the accounts managed by such External Managers.

Item 13. Review of accounts

Investors in the Investment Funds generally receive monthly or quarterly statements from the Investment Funds’ primary Administrator indicating their capital balances or net asset value. Additionally, investors in

the Investment Funds, other than the Atlas Access Funds, generally receive quarterly or annual letters highlighting the developments for the period. Investors in the U.S. domiciled Investment Funds are generally issued Schedule K-1s between March and May. Furthermore, audited financial statements are also provided to all investors within 120-days of fiscal year-end. Certain investors may receive additional information. Item 14

Client Referrals and Other Compensation

Item 14.A. Please see Item 12.A. for details concerning soft dollar benefits.

Item 14. Client referrals and other compensation

BAM currently uses the services of non-affiliated placement agents to offer interests in certain of the Investment Funds. From time to time, BAM may use additional placement agents as well. If BAM compensates such placement agents for their referrals, then these arrangements will be governed by Rule 206(4)-1 under the Advisers Act to the extent the arrangements are covered by the rule, as amended, as well as other forms of guidance (for example, no-action letters) provided by the SEC.

Item 15. Custody

On an annual basis BAM delivers audited financial statements to investors in the Investment Funds within 120-days of fiscal year-end. The Investment Funds are audited annually by an accounting firm that is a member of the Public Company Accounting Oversight Board. The audit of the Investment Funds is conducted in accordance with auditing standards and accounting principles that are generally accepted in the U.S. (i.e., U.S. GAAS and U.S. GAAP).

Item 16. Investment discretion

BAM has full discretion with respect to transactions and investments effected for the Investment Funds as well as full discretion to allocate capital to External Managers. This authority is granted pursuant to an investment management agreement (“IMA”) between BAM and the Investment Funds. Individual investors grant authority to the Investment Funds to enter into an IMA with BAM by signing the relevant subscription agreement. BAM exercises its investment discretion consistent with the applicable investment strategy, as well as any investment guidelines or restrictions imposed by the relevant Investment Fund and accepted by BAM. BAM does not advise clients concerning holdings outside their respective accounts that are managed by BAM.

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BAM generally has full authority to determine broker-dealers and counterparties to be utilized and commissions to be paid with respect to transactions effected for the Investment Funds. In all cases, this discretion is to be exercised in a manner consistent with the stated investment objectives for the particular Investment Fund.

Item 17. Voting client securities

BAM is generally responsible for determining how to vote all proxies with respect to securities held in the Investment Funds. BAM has retained the advisory services of Glass, Lewis & Co. (“Glass Lewis”) to provide research, vote execution, reporting, and recordkeeping services. To minimize material conflicts of interest, BAM generally follows voting guidelines established with Glass Lewis. However, certain BAM personnel may override the recommendations from the voting guidelines on a case-by-case basis, provided that BAM does not face a conflict of interest in voting such securities. BAM seeks to vote consistently on different issues in accordance with its policies and guidelines.

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However, recognizing the limitations of any policy to address all potential situations, BAM may use discretion when voting, considering the specific circumstances described in the proxy statement and other company disclosures, as applicable. In certain

instances, BAM’s vote may diverge from the preset voting guidelines should BAM determine it is in the best long-term interests of the Investment Funds. Additionally, BAM may abstain from voting (which generally requires submission of a proxy voting card) or affirmatively decide not to vote if BAM determines that abstaining or not voting is in the best interests of the Investment Funds. Investors that wish to obtain a record of BAM’s proxy voting policy or proxy voting history can contact BAM by calling (212) 808-2300 and asking to speak to someone in the Compliance Department. Item 18

Financial Information

Item 18.A. Not applicable Item 18.B. There are no conditions that impair BAM’s ability to meet its contractual and fiduciary commitments to its clients.

Item 18. Financial information

Neither BAM nor any of the Partners of BAM have been the subject of a bankruptcy proceeding in the past 10 years.

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