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Weiss Asset Management: investment adviser

Weiss Asset Management LP, doing business as Weiss Asset Management, is an investment adviser registered with the SEC (file 801-73590, CRD 155564). 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
$15.6B
Discretionary
100%
Accounts
2
Employees
139
In advisory roles
64
Disclosures
1

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 vehicles2$15.6B100.0%

How it is paid

  • A percentage of assets under your management
  • Performance-based fees
  • Other: Clients pay certain expenses of the manager

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
Wam Employee LLCCompany (U.S.)Limited partnerE 75% or moreFeb 2025Yes
Andrew Murray WeissPersonChief executive officer of general partnerC 25% to 50%May 2017Yes

Indirect owners (Schedule B)

OwnerOwns a stake inTypeStakeControlPublic company
Wam GP LLCWam Employee LLCCompany (U.S.)F General partner, trustee or managing memberYes
Andrew Murray WeissWam Employee LLCPersonF General partner, trustee or managing memberYes
Andrew Murray WeissWam GP LLCPersonE 75% or moreYes

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

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

Disciplinary history

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 the SEC or the Commodity Futures Trading Commission (CFTC) ever: found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
  • Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: entered an order against you or any advisory affiliate in connection with investment-related activity?
  • Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?

Actions about the firm (1)

  1. Jun 14, 2022
    Regulatory Action: SEC FinalSanctions: Cease and Desist; Disgorgement; prejudgment interest; civil money penalty · Fine: $200,000 · Begun Jun 14, 2022 · Resolved Jun 14, 2022 · Settled · Docket ADMINISTRATIVE PROCEEDING FILE NO. 3-20899

    This regulatory action is related to Weiss Asset Management identifying and self-reporting seven violations of rule 105 of Regulation M under the Securities Exchange Act of 1934. Rule 105 generally prohibits buying an equity security in an underwritten secondary public offering if the buyer sold short the same security during the restricted period specified in the rule (generally five business days before the pricing of the offering).

    Penalty: $200,000; disgorgement: $6,508,792.81; prejudgment interest: $190,210.84; total: $6,899,003.65, which was paid on June 15, 2022.

    Weiss Asset Management entered into an offer of settlement with the Securities and Exchange Commission to resolve the matter, and it was filed as a settled regulatory proceeding. No information Filed

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.

Weiss ADV Part 2A March 20 2026, filed Mar 20, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

Weiss Asset Management LP (“Weiss”), a Delaware limited partnership, was originally formed in June 2003 as Weiss Capital LLC, a Delaware limited liability company. In January 2010, Weiss changed its name and converted to a limited partnership. Weiss serves as the investment manager to two privately offered pooled investment vehicles (each a “Fund,” and together, the “Funds”). The Funds are operated with substantially similar investment strategies. Each of the Funds is exempt from registration as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Weiss may also serve as investment manager for additional funds or separate accounts in the future (together with the Funds, “Clients”).

Read the rest of Item 4 (437 more words)

The investment strategy for each of the Funds is substantially similar, but each Fund was designed for different types of potential investors—specifically, the Fund that is a New York limited partnership (the “U.S. Fund”) was established primarily for U.S. taxable investors, while the Fund that is a Cayman Islands company (the “Cayman Fund”) is intended primarily for non-U.S. taxable investors. The overall objective of each Fund is to seek high risk-adjusted returns while attempting to control risk. Within that broad objective, the Funds are not limited by product, strategy or geographical region, and the Funds’ strategies employed, trades pursued and portfolios held from time to time are likely to vary along all of these dimensions as opportunities arise. Economic arbitrage trades are just some examples of a wide range of trading strategies that Weiss may employ on behalf of the Funds. The Funds have an intentionally broad investment mandate and Weiss expects to use a variety of strategies, financial instruments, assets and securities on their behalf. Weiss will often seek to identify mispriced assets—assets that are undervalued for purchase and overvalued assets for sale. Weiss believes that opportunities to invest in mispriced assets arise from market inefficiencies, or because of faulty analysis by market participants of the potential impact (positive or negative) that specific events or trends may have on the value of an asset. These assets might have the characteristics of derivatives; real estate interests; equity stakes of entities in liquidation; debt instruments that are expected to be highly covered by the value of underlying assets; securities that have assets or liabilities that Weiss believes are mispriced by the market; or other assets where Weiss believes the market price does not correctly reflect expected value. These opportunities may be coupled with short positions. For further details on the Funds’ investment strategies, please see Items 7 (“Types of Clients”) and 8 (“Methods of Analysis, Investment Strategies and Risk of Loss”) below. As the Manager of the General Partner of Weiss, Dr. Andrew M. Weiss has ultimate control over Weiss. The principal owners of Weiss, as set forth on Schedule A of Part 1A of Form ADV, are Andrew Weiss and WAM Employee LLC. Weiss is responsible for the management of each Fund’s portfolio pursuant to investment management agreements between Weiss and each Fund (each, an “Investment Management Agreement”). Weiss manages each Fund consistently with the investment strategies and objectives of that Fund, as set forth in the applicable offering documents of each Fund. Weiss manages the assets of the Funds on a discretionary basis. As of December 31, 2025, Weiss’ net assets under management were approximately $4,350,901,795.

Item 5. Fees and compensation

In consideration for the investment management services that Weiss provides to the Funds, Weiss and its affiliates receive fees and other compensation from the Funds. This compensation generally takes the form of an asset-based management fee (the “Management Fee”) and/or performance-based compensation that is dependent on the investment performance of the portfolio under management for the relevant Fund (the “Performance-Based Compensation”), each paid to Weiss in accordance with its Investment Management Agreement with the relevant Fund. The Funds generally offer investors the opportunity to subscribe for two different types of shares (in the context of the Cayman Fund) or interests (in the context of the U.S. Fund).

Read the rest of Item 5 (2,193 more words)

These two different types of investments that investors may make in the Funds are referred to as (1) “Funded Shares” or “Funded Interests,” and (2) “Commitment Shares” or “Commitment Interests,” as applicable. Funded Shares and Funded Interests are paid for by the investor up-front and participate in the gains and losses of the relevant Fund as of their subscription date. Commitment Shares and Commitment Interests, by contrast, are unfunded upon issuance and represent a commitment by the Investor to fund a certain amount (the “Conversion Amount,” as such term is defined in the applicable offering memorandum) at a later date, upon the receipt of notice from the applicable Fund. Investors that make aggregate subscriptions for Funded Shares and/or Funded Interests over a certain threshold specified in the respective offering memoranda of the Funds have the option to irrevocably elect for all of their Funded Shares and/or Funded Interests to be considered “Institutional Shares” or “Institutional Interests”, as applicable. With respect to Funded Shares and Funded Interests that are not Institutional Shares or Institutional Interests, a Management Fee is payable quarterly in arrears, in an amount generally equal to 0.125% (approximately 0.5% annualized) of the net asset value of (i) each series of shares in the context of the Cayman Fund, and (ii) each limited partner’s capital account in the context of the U.S. Fund, in each case as computed at the end of each quarter (before deducting the Performance-Based Compensation, as defined below), and is subject to modification for any particular investor as may be negotiated between the relevant Fund and the particular investor. No Management Fee is charged in respect of any Commitment Shares or Commitment Interests, or in respect of any Institutional Shares or Institutional Interests. Additionally, an investor in a Fund who subscribes for new Funded Interests or Funded Shares or converts Commitment Shares or Commitment Interests into Funded Shares or Funded Interests (by contributing the applicable Conversion Amounts) other than on the first day of a calendar quarter, or who withdraws from or redeems (as applicable) other than on the last day of a calendar quarter (and, in each case, who does not elect for such Funded Shares or Funded Interests to be considered Institutional Shares or Institutional Interests, as applicable) will be subject to a pro rata portion of the Management Fee paid for such quarter based upon the portion of the calendar quarter for which such Funded Shares or Funded Interests were outstanding in such Fund. The Management Fee is paid by the Funds to Weiss after the conclusion of each calendar quarter. In addition, Weiss or an affiliated entity receives Performance-Based Compensation from each Fund. Generally, at the end of each fiscal year (or other period when a calculation of performance compensation is required), each Fund will pay (or allocate) to Weiss or the U.S. Fund General Partner, as applicable, Performance-Based Compensation in an amount generally equal to 20% of the aggregate net profits during such fiscal year that (i) for the Cayman Fund are attributable to each series of Funded Shares and (ii) for the U.S. Fund are attributable to each capital account maintained for a limited partner in respect of any Funded Interests, subject in each case to a high watermark and as may otherwise be negotiated between the relevant Fund and any particular investor. No Performance-Based Compensation is paid or allocated, as applicable, in respect of any Commitment Shares or Commitment Interests. Net profits and net losses are calculated for a period by combining the aggregate net realized and unrealized changes in the value of each Fund’s assets with all other items of income and expenses of any kind for such period. In the event that any series of shares or any capital account of a limited partner has unrecovered net losses from any prior relevant accounting period, Weiss or the U.S. Fund General Partner, as the case may be, will not be paid or allocated Performance-Based

Compensation with respect to such series of shares or capital account until such net losses have been recovered (which net losses are proportionately reduced by any redemptions or withdrawals from such series of shares or capital account, respectively). In the event of a redemption or withdrawal by an investor in a Fund on any date other than the last day of a fiscal year, the Performance-Based Compensation in respect of the amount redeemed or withdrawn will be computed as of the date of such redemption or withdrawal. Unrealized appreciation and depreciation relating to investments segregated by a Fund as “Designated Investments” because they may be illiquid or difficult to value would generally not be allocated to a shareholder’s series of shares or a limited partner’s capital account, as applicable, for purposes of determining the Performance-Based Compensation until such Designated Investment is sold or the relevant Fund otherwise determines that it should no longer be treated as a Designated Investment. All fees and compensation are deducted from the relevant Fund’s assets and paid or allocated to Weiss or the relevant affiliate, as applicable. Weiss may, in its sole discretion, waive or reduce, in whole or in part, or otherwise negotiate a different Management Fee and/or Performance-Based Compensation with respect to any particular investor or group of investors. Further details regarding the calculation of Management Fees and Performance-Based Compensation are provided in each Fund’s respective offering documents. In addition to the Management Fees and Performance-Based Compensation described above, each Fund bears all costs and expenses related to its trading strategy and operations. Such costs and expenses borne by each Fund include, but are not limited to, brokerage and other transaction costs, clearing and settlement charges, costs of establishing subsidiary entities to help facilitate the making and settlement of certain trades, interest and commitment fees on debit balances or borrowings, borrowing charges on securities sold short, custody fees, the fees and expenses of professionals providing services to each Fund (e.g., legal, audit, accounting, valuation and appraisal, investment banking, due diligence, anti-money laundering, consulting, public relations, tax and administration), the costs of reporting and providing information to the investors of each Fund, filing fees, stamp duties, taxes, government and fiscal charges and foreign exchange costs. Each Fund also pays for applicable costs and expenses related to any litigation (including appraisal proceedings) or investigation arising out of the activities of such Fund and Weiss’ and/or its affiliates’ role in connection therewith. The Funds also bear their portion of all operational expenses and overhead incurred by Weiss and/or its affiliates except as specifically excluded in each Fund’s offering memorandum, unless Weiss, in its sole discretion, determines to not seek reimbursement for a particular expense. Operational expenses and overhead paid for by the Funds include, without limitation: the cost of office supplies, meals, data, communications infrastructure, computers, software, servers (including backup servers) and other information technology expenses; utilities and operating expenses of offices of Weiss and/or its affiliates; travel expenses and other fees and expenses incurred researching, investigating, and monitoring potential and existing investments of the Funds, including research publications and providers, expert fees and expenses, investment banking fees and expenses, costs, fees and expenses relating to attending and/or presenting at conferences, symposiums, meetings or similar gatherings; expenses incurred by Weiss and/or its affiliates in connection with marketing the Funds to prospective investors (except that Institutional Shares and Institutional Interests do not bear any such expenses); legal advice and expenses, compliance fees and expenses relating to the Funds and Weiss complying with applicable regulations, preparing and making regulatory filings, communicating with regulators in various jurisdictions, preparing for and responding to regulators in connection with examinations, investigations and inquiries, consultants (including without limitation, investment, operational, valuation, compliance and public relations consultants) and outside advisers relating to Weiss’ business and operations in addition to those of the Funds; expenses related to rent and furnishings for Weiss’ and its affiliates’ offices; and fees and expenses for directors of the Cayman Fund, including registration costs and directors’ and officers’ liability insurance. The Funds do not pay any compensation to Andrew Weiss (the “Principal”), other than that received through his participation in the

Management Fee and Performance-Based Compensation, but the Funds do bear a portion of the compensation (including salaries, bonuses and benefits) of all employees and senior management of Weiss other than the Principal. Such compensation of employees and senior management may be significant, and the portion paid by the Funds generally has included a portion of the compensation paid to senior management even if Dr. Weiss also determines, in his discretion, to share portions of the Management Fee and/or Performance-Based Compensation with employees and members of senior management. For purposes of determining the portion of operational expenses and overhead of Weiss that are properly attributable to a particular Fund or account, Weiss may use several methodologies, depending on the nature of the particular expense. As between the Funds, expenses are generally allocated based on the relative assets of the Funds at the time the expense is incurred, unless a particular expense relates to only one of the Funds or Weiss determines that a different allocation would be more appropriate under the circumstances. For example, if a particular expense relates to an item that is used by only certain personnel or disproportionately by certain personnel or disproportionately for the benefit of a particular Fund or account, then the allocation may be weighted accordingly for such expense. For the purpose of allocating compensation and certain other expenses, Weiss generally requires all employees to submit monthly estimates of the portion of their working time in a given month spent on particular categories of activities, such as marketing, that are not chargeable to certain investors in the Funds. Weiss then uses these time estimates in its allocation of compensation expenses between Weiss, on the one hand, and the Funds, on the other hand. Not all compensation is allocated strictly based on these time estimates, however, as Weiss may determine in its discretion to compensate an employee more or less for particular efforts or results. For example, an employee could receive a bonus for a particular project or result that may be chargeable to certain investors in the Funds but may not be chargeable to other investors in the Funds. In addition, Clients should note that the time allocation used by Weiss is based solely on monthly estimates self-reported by employees, without independent verification, monitoring or reconciliation by Weiss; Weiss has determined, in its discretion, that the benefits of a more precise and rigorous time tracking system do not outweigh the substantial costs of such a system, including the potential unintended negative effects on employee morale, the operations of Weiss, its ability to attract and retain key employees, and the performance of investments. Weiss acknowledges there is an inherent conflict of interest in determining any allocation of expenses among the Funds, and there is a conflict of interest even in the determination of the appropriate allocation methodology. In all cases, Weiss seeks to make the allocation in a manner that is fair under the circumstances, and other allocation methods and criteria from those described above may be used currently or in the future if Weiss determines that such alternative method is more appropriate under the circumstances or if using a given allocation methodology would not provide a fair result under the particular circumstances. The amount of operating expenses of Weiss and/or its affiliates that are charged to each Fund does not have a “cap.” The expenses charged to each Fund by Weiss and/or its affiliates may include the cost of employees hired to perform certain services that could be performed by consultants, lawyers and other external service providers, the fees and expenses of which would otherwise generally be paid directly by each Fund. Weiss, on behalf of each Fund, may be engaged in aggressive corporate actions, precise hedging, and trading in securities, instruments and other assets that have especially high transaction costs and that require investment banking-type activities, which could be costly. The expenses of Weiss and/or its affiliates charged to each Fund may be significant. The amount of operating expenses that are charged to each Fund will be set forth in the annual audited financial statements of that Fund. Each of the U.S. Fund General Partner and Weiss may, in its sole discretion, elect to pay and not to seek reimbursement, from time to time, for expenses that would otherwise be borne by the Funds. If Weiss and/or its affiliates receive remuneration from any entity in which a Fund is trading, such Fund will be credited (as an offset against fees or expenses otherwise owed to Weiss and/or such affiliates) with that

portion of the remuneration represented by such Fund’s share of the equity in such entity. Any director fees paid to employees of Weiss and/or its affiliates from an entity in which a Fund is invested will be credited to the Fund and other accounts, if applicable, managed by Weiss and/or its affiliates, based on the size of their respective investments in the applicable issuer. As mentioned above, the Funds generally incur brokerage and other transaction costs. For further details regarding brokerage costs, see Item 12 (“Brokerage Practices”) below.

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

In the future, Weiss may have other clients that have different compensation structures than the Funds, leading to conflicts of interest. As disclosed in further detail in Item 5 (“Fees and Compensation”) above, Weiss and/or its affiliates are eligible to receive Performance-Based Compensation from the Funds. Other clients in the future may not pay any incentive-based compensation. As a result, Weiss may face certain conflicts of interest and in some circumstances has a financial incentive to favor incentive-paying accounts over those accounts that do not pay incentive compensation. Weiss seeks, however, to treat all of its funds and accounts fairly and equitably under the circumstances in all cases.

Read the rest of Item 6 (233 more words)

Weiss seeks to resolve and control conflicts of interest through its policies and procedures. For example, in the first instance, Weiss seeks to typically allocate trades among the Funds pro rata based on an objective formula, generally subject to minimum lot sizes. Generally speaking, this formula is a function of the relative asset value of each of the Funds. By having a formula applicable on a strategy-wide basis, the conflict associated with any particular single investment is diminished. With respect to a specific security or transaction, however, Weiss may make an allocation in a different manner, but only if Weiss determines in its discretion that a different allocation structure would be more appropriate or if the foregoing formula would provide an unfair result. Adjustments may also be required when a formula would result in an allocation to one or more Clients of fractional shares, odd lots, less than a minimum trading size, or a position that is not economically meaningful given transaction or other costs. In such cases, a predetermined rotational system (i.e., a system by which Clients take turns as to which one will transact first for a particular transaction) or some other objective system designed to be fair to all applicable Clients may be used. The Compliance team at Weiss regularly monitors the allocation of trades among the Clients to enforce Weiss’ policy of not improperly favoring one Client over another.

Item 7. Types of clients

As noted in Item 4, Weiss is an investment adviser to two pooled investment vehicles, the Funds, which are privately offered open-end hedge funds. The Funds are exempt from registration as investment companies under the Investment Company Act and are not publicly offered in any jurisdiction. At the time an investor makes an investment, each investor in the U.S. Fund and each U.S. investor in the Cayman Fund, must be (i) both an “accredited investor,” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and a “qualified purchaser,” as that term is defined in Section 2(a)(51) of the Investment Company Act, or (ii) a “knowledgeable employee” as that term is defined in Rule 3c-5 of the Investment Company Act.

Read the rest of Item 7 (101 more words)

Prior to April 1, 2019, the Funds relied on the exclusion from the definition of investment company in Section 3(c)(1) under the Investment Company Act; since that date, the Funds have instead relied on the exclusion in Section 3(c)(7). The U.S. Fund does not impose a minimum capital commitment for any investor. The minimum initial investment in the Cayman Fund is $50,000, or such other minimum amount as specified from time to time by the relevant authorities in the Cayman Islands. Weiss may serve as investment manager for additional funds, special purpose vehicles or separate accounts in the future (“Other Accounts”).

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

The objective of each Fund is to seek high risk-adjusted returns while attempting to control risk. Weiss’ overall goal for the Funds is that trades should increase the risk-adjusted expected return to investors. Within that broad objective, the Funds are not limited by product, strategy or geographical region, and the Funds’ strategies employed, trades pursued, and portfolios held from time to time are likely to vary along all of these dimensions as opportunities arise. The Funds have intentionally broad investment mandates and Weiss expects to use a variety of strategies, financial instruments, assets and securities. Weiss will often seek to identify assets that are undervalued for purchase and overvalued assets for sale.

Read the rest of Item 8 (14,324 more words)

Weiss believes that opportunities to invest in mispriced assets arise from market inefficiencies, or because of faulty analysis by market participants of the potential impact (positive or negative) that specific events or trends may have on the value of an asset. These assets might have the characteristics of derivatives; directly trading real estate interests; trading equity stakes of entities in liquidation; trading debt instruments that are expected to be highly covered by the value of underlying assets; trading in securities that have assets or liabilities that Weiss believes are mispriced by the market; or trades in any other assets where Weiss believes the market price does not correctly reflect expected value. These opportunities may be coupled with short positions. Weiss expects to be opportunistic in its trading strategies on behalf of the Funds. The Funds may trade assets in countries that are receiving unfavorable media coverage, that are in the midst of political changes or that are otherwise perceived as exceptionally risky. The Funds may also trade assets whose market value is expected to be meaningfully affected by future events including a debt repayment obligation; a management transition; changes, implementation or enforcement of legislation or regulations; market recognition of mispriced assets or liabilities; lawsuits; or a bankruptcy or financial restrictions. The Funds may utilize certain trading techniques that can, in certain circumstances, substantially increase the adverse impact to which the Funds may be subject. In addition, securities that Weiss believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame that Weiss anticipates. Securities in which the Funds invest may also be subject to risks of fraud or other loss that Weiss does not anticipate. Material Risks Investors must recognize that investing in securities involves risk of loss that investors should be prepared to bear. The following describes certain risks involved with the trading strategies and the methods of analysis that Weiss considers to be material for each Fund. Investors and prospective investors in any Fund should carefully read the respective offering documents for the relevant Fund for a more detailed discussion of risks involved with investing in that Fund. Legal and Regulatory Environment for Private Investment Funds and their Managers. The legal and regulatory environment worldwide for private investment funds (such as the Funds) and their managers is constantly evolving. Changes in the regulation of private investment funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of the Funds to pursue their investment programs and the value of investments held by the Funds. New laws and regulations or actions taken by regulators that restrict the ability of the Funds to pursue their investment programs or employ brokers and other counterparties could have a material adverse effect on the Funds and investments therein. In addition, Weiss may, in its sole discretion, cause the Funds to be subject to certain laws and regulations if it believes

that an investment or business activity is in the particular Fund’s interest, even if such laws and regulations may have a detrimental effect on one or more investors. Alternative Investment Fund Managers Directive. The AIFM Directive regulates: (i) alternative investment fund managers (each, an “AIFM”) based in the European Economic Area (the “EEA”) or the United Kingdom; (ii) the management of any alternative investment fund (“AIF”) established in the EEA or the United Kingdom (irrespective of where an AIF’s AIFM is based); and (iii) the marketing of any AIF, such as the Funds, to professional investors in the EEA or the United Kingdom. Under the AIFM Directive, certain conditions must be met to permit the marketing of the Funds to any potential and existing investors in the EEA or the United Kingdom. The ability of the Funds or Weiss to offer the investments in the Funds in the EEA or the United Kingdom will depend on the relevant state permitting the marketing of non-EEA or United Kingdom domiciled funds under the national private placement regimes implementing the AIFM Directive and the ability of the Funds and Weiss to comply with such national private placement regimes, where available. Compliance with the requirements of such regimes may increase the costs of the administration of the Funds significantly, including the costs of regulatory reporting and custody and prime brokerage services provided to the Funds. As such, the Funds’ ability to market the shares to EEA or United Kingdom investors may be limited. Financial System Systemic Risk. Systemic risk is the risk of broad financial system stress or collapse triggered by the default of one or more financial institutions, which results in a series of defaults by other interdependent financial institutions. Financial intermediaries, such as clearing houses, banks, securities firms and exchanges with which the Funds interact, as well as the Funds, are all subject to systemic risk. A systemic failure could have material adverse consequences on the Funds and on the markets for the securities in which the Funds seek to invest. Investment and Trading Risks. An investment in a Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. The Funds trade in securities and other financial instruments using strategies and trading techniques with significant risk characteristics. No guarantee or representation is made that Weiss’ trading strategy will be successful. A Fund’s trading strategy may utilize such trading techniques as option transactions, margin transactions, short sales, forwards, leverage, and other derivatives trading; such techniques can, in certain circumstances, substantially increase the adverse impact to which a Fund may be subject. The past performance of a Fund’s trading strategy is not necessarily indicative of its future results. In addition, securities, instruments and other assets which Weiss believes are fundamentally mispriced may not ultimately be valued in the capital markets at prices and/or within the time frame that Weiss anticipates. Securities and other instruments in which the Clients invest may also be subject to risks of fraud or other loss that Weiss does not anticipate. As a result, each Client may lose all or substantially all of its investment in any particular instance. Weiss provides investment management services to each Fund but not to investors in the Funds individually. As a result, each investment made by a Fund may or may not be appropriate for a particular investor in a Fund. For example, in choosing among investments for the U.S. Fund, Weiss will often take into account the tax attributes from the point of view of a U.S. taxable investor; Weiss may also take into account how the timing of a disposition would affect the taxes payable by a U.S. taxable investor. Investors in the U.S. Fund likely have differing tax status, brackets, income and losses outside of the U.S. Fund, and therefore investment decisions will likely not optimize tax outcomes equally for all investors. External Funds. Weiss may determine from time to time that it could benefit from external expertise or sourcing capabilities, including when the Funds are entering a new market or market segment. In such cases, the Funds have

invested, and expect in the future to invest, through structures such as funds, entities or other types of commingled pools or joint ventures in which an unaffiliated third party with expertise in the particular strategy, market, jurisdiction, type of security, investment structure or other instrument, currency or sector advises or effectively manages a portion of a Fund’s assets dedicated to a particular investment or group of investments (“External Funds”). Investments in External Funds expose the Funds to numerous risks. The success of investments in External Funds depends, in part, on the ability of Weiss to select an appropriate third party with expertise and adequately conduct due diligence and analyze the External Fund and its manager. Weiss may not have any ability to negotiate the economic terms of the investment, adequately supervise the External Fund’s investments or exercise influence over the investment decision-making process. The expenses charged to a Fund as an investor in an External Fund and the fees payable to the manager and its affiliates of such External Fund (whether structured as management fees, incentive-based fees, allocation of profits, brokerage fees or otherwise) will reduce the returns of the relevant Fund with respect to such investments and will generally not be offset against fees payable by such Fund to Weiss. Weiss may have limited, if any, rights to withdraw, transfer or otherwise liquidate its investment in an External Fund. Each Fund generally expects to rely on the estimated valuations of such Fund’s investments in External Funds provided by the External Fund. There may be significant delays in a Fund’s receipt of such valuations, audited financial statements and tax information (see Risk Factors – Investment and Trading Risks above). General Economic and Market Conditions; Volatility. The success of the Clients’ activities will be affected by levels and changes in general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including securities laws and laws relating to taxation of the Clients’ investments), accounting standards, trade barriers, currency exchange controls and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect, among other things, the level and volatility of securities’ prices, the liquidity of the Clients’ investments and the availability of certain securities and investments, and may make investing in certain types of securities, including securities in which the Client may wish to invest, less profitable. Volatility or illiquidity could also impair the Clients’ profitability or result in losses. The Clients may maintain substantial trading positions that can be materially adversely affected by the level of volatility in the financial markets—the larger the positions, the greater the potential for loss. While volatility can create profit opportunities for the Clients, it also can create the specific risk that historical or theoretical pricing relationships will be disrupted, causing what should otherwise be comparatively low risk positions to incur losses. Inflation. Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. As such, inflation and rapid fluctuations in inflation rates can adversely affect the financial performance of the Funds. There can be no assurance that continued and more wide-spread inflation will not become a serious problem in the future and have an adverse impact on the performance of the Funds and their respective investments. Foreign and Emerging Market Securities. The Funds’ trading of securities and instruments in global markets involves substantial risks not typically associated with trading in U.S. securities. Trading in such foreign securities may be affected by changes in currency rates or exchange control regulations, changes in governmental administration or economic or monetary policy (in the U.S. and abroad) or changed circumstances in dealings between nations. To the extent not effectively hedged, changes in foreign currency exchange rates relative to the U.S. dollar may affect the

U.S. dollar value of the Funds’ assets denominated in that currency, and the dollar value of the underlying assets of foreign issuers whose prices are quoted in dollars and thereby impact the Funds’ total return on such assets. Foreign currency exchange rates are affected by the international balance of payments and other economic and financial conditions, government interventions including capital controls, speculation and other factors. Moreover, foreign currency exchange rates may be affected by the regulatory control of the exchanges on which the currencies trade. The Funds may incur costs in connection with conversions between various currencies. The Funds may, but are not required to, utilize options and forward contracts to hedge against currency fluctuations but there can be no assurance that any such hedging transactions will be effective or will be available to the Funds on acceptable terms. Trading in securities and instruments of foreign issuers, particularly in emerging markets, may also expose the Funds to risks relating to political and economic developments abroad, including the possibility of expropriations or confiscatory taxation, limitations on the use or transfer of the Funds’ assets and any effects of foreign social, economic or political instability. Foreign companies are not subject to the regulatory requirements of U.S. companies and, as such, there may be less publicly available information about such companies. Moreover, many foreign companies are not subject to uniform accounting, auditing and financial reporting standards and requirements comparable to those applicable to U.S. companies. The occurrence of adverse events affecting one particular foreign country or region could have more widespread effects and adversely impact the global trading market. The legal systems in foreign countries may not be as developed as those in the U.S. and it may be difficult to predict with any degree of assurance the resolution of legal issues in adjudications or governmental proceedings. For instance, in the event of a default of any foreign obligations, it may be more difficult for the Funds to obtain or enforce a judgment against the issuers of such securities. This risk may be particularly pronounced for certain emerging markets. Some countries may require governmental approval for foreigners to trade in foreign securities and the amount of foreign ownership may be limited. Repatriation of trading income, capital and the proceeds of sales by foreign entities may require governmental registration and/or approval. The Funds could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by taxes imposed by another foreign governmental entity or regulatory body on a prospective or retroactive basis. Securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile and this reduced liquidity may diminish the Funds’ abilities to execute trades. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their U.S. counterparts. Governments may impose new rules or suspend trading in securities that prevent the Funds from unwinding positions at a time when it would otherwise be advantageous to do so. Brokerage commissions, dealer concessions and other transaction costs may be higher in foreign markets than in the U.S. In addition, settlement systems in emerging markets are often less well organized than in developed markets. Supervisory authorities may also be unable to apply standards which are comparable with those in developed markets. Thus, there may be risks that settlement may be delayed and that cash or securities belonging to the Funds may be in jeopardy because of failures or defects in the systems. In particular, market practice may require that payment shall be made prior to receipt of the security which is being traded or require that delivery of a security must be made before payment is received. These factors may result in losses to the Funds. Governments may also restrict the Funds’ ability to repatriate capital gains or income. Furthermore, the inability of the Funds to make intended security transactions due to settlement problems could result in a failure of the Funds to make potentially advantageous trades.

Custody services in many countries remain underdeveloped and although the Funds’ primary custodians, prime brokers or local brokers, as the case may be, endeavor to put in place control mechanisms, including the selection of agents to register securities on behalf of the Funds or their subsidiaries, there is a transaction and custody risk of dealing in securities in certain foreign markets. In limited circumstances in the event of the insolvency of a sub-custodian, the Funds may not be able to recover segregated assets. Such circumstances may include retroactive application of legislation and improper registration of title. Taxation of dividends, interest and capital gains received by non-residents varies among foreign countries and, in some cases, is comparatively high. Shares in which the Funds trade that are exempt from taxation on dividends and/or capital gains at the Fund or company level at the time of investment may have their tax treatment changed in the relevant jurisdiction. This could have an adverse effect on the value of the shares traded by the Funds. In addition, foreign countries may have less well-defined tax laws and procedures and such laws may permit retroactive taxation so that the Funds could in the future become subject to foreign tax liability that they had not reasonably anticipated in conducting their trading activities or valuing their assets. The Funds may, but are not required to, take certain steps as Weiss (or its affiliates) considers appropriate, including the establishment of subsidiaries in suitable jurisdictions, with a view to reducing the taxation incurred on the Funds’ income and capital gains. Diversification. Weiss generally seeks to control each Fund’s net exposure, both across and within countries, though in general, neither of the Funds is intended to be a complete investment program for any investor. Weiss also may seek to examine the holdings of the issuers in which a Fund has positions or is considering establishing or increasing its position size to determine if, in the aggregate, such Fund’s net exposure to one or more particular securities owned by such issuers would exceed in the aggregate a certain percentage of the Fund’s assets, as determined by Weiss from time to time. However, for many securities, such information may not be readily available and, if available, may not be timely or accurate. There is no assurance that each Fund will be adequately diversified in all market conditions. Although Weiss generally seeks to adhere to certain guidelines on diversification for the Funds, there are no limits on the Funds’ trading discretion. At any given time, it is therefore possible that a Fund may select securities that are concentrated in a particular market, country, type of security, currency, sector or issuer. This may result in concentrated positions in certain securities, sectors or markets, including emerging markets, which increases the risk that localized events affecting a particular market may have a disproportionate effect on the Funds. In addition, if, after having traded shares, the value of the shares increases dramatically and the risk-adjusted returns justify keeping the position given its relative size and liquidity, the portfolio could have less diversification than was intended by Weiss when the trade was originally made. This limited or reduced diversity could expose each Fund to significantly greater volatility than in a more diversified portfolio. The insolvency or other business failure of any one or more of the issuers in which the Funds have traded shares could have a material adverse effect on each Fund’s performance and ability to achieve its objectives. Use of Leverage. Weiss may leverage each Fund’s portfolio through loans, margin and other debt or the use of derivatives in order to increase the amount of capital available for trading, or by engaging in swaps and other transactions that have the economic effect of increasing the Fund’s exposure to securities or instruments. Historically, the Funds generally have utilized such leverage to varying degrees over time. If a Fund fails to earn as much on the incremental trades made with borrowed funds as it pays for such funds, the use of leverage decreases returns to the investors of such Fund. In the event a Fund leverages its portfolio, fluctuations in the market value of the Fund’s portfolio have a greater effect in relation to the Fund’s capital, and the risk of loss and the possibility of gain are each increased. In addition, when a Fund utilizes leverage, the level of interest rates

generally, and the rates at which the Fund can borrow in particular, are an expense of the Fund and therefore affect the operating results of the Fund. Although Weiss continuously monitors the amount of leverage used by each Fund (subject to such leverage being available), a maximum amount is not imposed under the terms of the Funds’ constituent documents. The Funds typically utilize leverage and such leverage may be significant at times. When short-term margin borrowing is used to trade securities, it subjects the relevant Fund to certain additional risks. For example, should the securities pledged to brokers to secure the Fund’s margin accounts decline in value, the Fund could be subject to a “margin call,” pursuant to which the Fund must either deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In addition, in many cases, the margin borrowing could be terminated by the lender to the Fund with little notice and for no reason. In the event of a sudden, precipitous change in the value of the Fund’s assets, the Fund might not be able to liquidate assets quickly enough or otherwise transfer funds to pay off its margin debt in a timely manner. The securities in which the Funds trade may themselves be leveraged. Alternatively, these securities may be deleveraged by having large cash holdings. The leverage (borrowings) or deleveraging (cash holdings) of the securities in which the Funds hold shares will affect the risk of the Funds’ portfolios, and consequently, to the extent Weiss is able to obtain sufficient information from the issuer of the security to make such determination, may also affect the leverage chosen by Weiss for the Funds. The use of leverage by each Fund may also be affected by accounts receivable on securities that have been submitted for redemption or withdrawal or for which payment is otherwise receivable but for which cash has not yet been received. The timing of the receipt of that cash may be longer than initially anticipated by Weiss. The Funds may also seek to obtain leverage by entering into one or more credit facilities and incurring indebtedness with lenders, which may require the Funds to pledge their rights to call Conversion Amounts from investors holding Commitment Shares or Commitment Interests. Such investors would likely be obligated to pay Conversion Amounts up to the full amount of their respective capital commitments if the Funds fail to repay the amounts borrowed under the applicable credit facility or experience an event of default thereunder. A credit agreement could contain other terms that restrict the activities of the Funds and such investors or impose additional obligations on them. For example, a credit agreement could impose restrictions on the General Partner of the U.S. Fund’s or the directors of the Cayman Fund’s ability to consent to the transfer of such an investor’s Commitment Shares or Commitment Interests, as applicable. Control Positions. A Fund (alone or possibly together with any other accounts managed by Weiss and its affiliates) may take an activist approach, particularly with securities that Weiss believes to be undervalued, to seek to either increase returns or reduce risk. As such, each Fund may purchase (possibly with any other accounts managed by Weiss or its affiliates) a large enough position in any issuer, or coordinate with other shareholders (in accordance with applicable law) to have some influence, friendly or unfriendly, on the management and/or governing board of the issuer. The Funds may propose resolutions, hire proxy solicitation firms to oppose company sponsored resolutions, nominate one or more persons (whether affiliated with Weiss or not) to the governing board, or otherwise attempt to influence the issuer’s direction. The Funds may incur significant expenses in connection with such activities, and could become subject to lawsuits. The large size of the position, combined with the possibility that Weiss may obtain “insider information” in such situations, may make the position difficult to sell. Conversely, the Funds will often invest in securities of companies that they do not control, which a Fund may acquire through market transactions or through purchases of securities directly from the issuer or other shareholders. Such securities will be subject to the risk that the issuer may make business, financial or

management decisions with which a Fund does not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve a Fund’s interests. In addition, a Fund may share control over certain investments with co-investors, which may make it more difficult for the Fund to implement its investment approach or exit the investment when it otherwise would. The occurrence of any of the foregoing could have a material adverse effect on the Funds and investments therein. Significant Positions in Securities; Regulatory Requirements. In the event a Fund acquires a significant stake in certain issuers of securities and such stake exceeds certain percentage or value limits, such a Fund may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on the Fund and Weiss. Any such requirements may impose additional costs on the Fund and may delay the acquisition or disposition of the securities or the Fund’s ability to respond in a timely manner to changes in the markets with respect to such securities. In addition, “position limits” may be imposed by various regulators that may limit such a Fund’s ability to effect desired trades. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a security. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. To the extent that a Fund’s position limits were aggregated with an affiliate’s position limits, the effect on the Fund and resulting restriction on its investment activities may be significant. If at any time positions managed by Weiss were to exceed applicable position limits, Weiss would be required to liquidate positions to the extent necessary to come within those limits. Further, to avoid exceeding any position limits, a Fund might have to forego or modify certain of its contemplated trades. Exposure to Material Non-Public Information. From time to time, Weiss may receive material non-public information with respect to an issuer of publicly traded securities. In such circumstances, the Funds may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer and (iii) pursuing other investment opportunities related to such issuer. For example, while one Fund may make a private investment in public securities or “PIPE,” or explore making such an investment by “crossing the wall” to receive information relative to such a potential investment, other Clients of Weiss will also be restricted in such securities even if such other Clients would not consider such an investment. This may have an adverse impact on the returns of the other Clients. Service on Boards of Directors. Individual representatives of Weiss and its affiliates serve, from time to time, on the board of directors of one or more entities in which the Funds invest. In their capacity as board members, such individuals will become subject to fiduciary, reporting or other duties and restrictions which may adversely affect the Funds. In addition, one or more Funds may be precluded from effecting certain purchases or sales if Weiss or its affiliates are in possession of material non-public information regarding the issuer of the securities. Mispriced Securities. Weiss’ trading strategies involve trading in particular securities, instruments and other assets that Weiss believes are mispriced. For certain Clients, these opportunities may also be coupled with short positions. Weiss believes that opportunities to invest in mispriced securities arise from market inefficiencies, or because of faulty analysis by market participants of the potential impact (positive or negative) that specific events or trends may have on the value of a security. The identification of trading opportunities in undervalued or overvalued securities is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired. Being able to exploit relative mispricings among interrelated instruments, even if correctly identified, depends on whether those mispricings converge within the time frame within which a

Fund maintains its positions. While trading in mispriced securities offers the opportunities for above-average returns, these trades involve a high degree of financial risk and can result in substantial losses. In addition, limits on price fluctuations imposed by exchange rules or regulations can prevent closing positions when the Clients would otherwise elect to do so. Illiquid Securities; Designated Investments. As referenced above, each Client’s positions may be illiquid, whether known at the time of investment or determined in the future due to changes resulting from or imposed by a number of factors, including the market conditions and applicable regulations. The Funds may also invest in private funds and restricted securities, including purchasing securities directly from private companies. Such illiquid securities may have to be held for a substantial period of time (a duration of many years) before they can be liquidated, if at all, and may be difficult to value. Such illiquidity could result in a Fund’s inability to satisfy redemption requests in a timely manner. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. The Funds may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. As a result, the Funds may be required to hold such securities despite adverse price movements. Even those markets which Weiss expects to be liquid can experience periods, including possibly extended periods, of illiquidity. Occasions have arisen in the past where previously liquid investments have rapidly become illiquid. In addition, certain illiquid positions may be segregated from time to time as Designated Investments, as defined in each Fund’s respective offering documents. Only investors at the time any such segregation is made will participate in any such Designated Investments and the gains and losses of any such Designated Investments will accrue solely to such investors. If an investor that participates in a Designated Investment desires to redeem their entire interest in the Fund, such investor may not receive proceeds for the Designated Investment until it is liquidated. Short Sales. A portion of the investment program for the Funds may include short selling. Weiss may engage in short sales as part of hedging transactions or when it believes securities are overvalued. Short sales are sales of securities each Fund borrows but does not actually own. Short sales may be made with the anticipation that the prices of the securities will decrease and the Funds will be able to make a profit by purchasing the securities at a later date at lower prices, or short sales may be made for hedging purposes. Each Fund could incur a potentially unlimited loss on a short sale if the price of the security increases prior to the time it purchases the security to replace the borrowed security. A short sale presents different risk than purchasing a security outright since there is no ceiling on the possible cost of replacing the borrowed security, whereas the risk of loss on a “long” position is generally limited to the purchase price of the security. Closing out a short position may cause the price of the security to rise, creating a greater loss. The Funds have engaged in short selling and expect to do so in the future. The Funds’ ability to execute a short selling strategy may be materially adversely impacted if the Securities and Exchange Commission (the “SEC”) or other domestic or foreign agencies impose temporary and/or permanent rules, interpretations, prohibitions, and restrictions on short selling activity. Regulatory authorities may from time to time impose restrictions that adversely affect the Funds’ abilities to borrow certain securities in connection with short sale transactions. In addition, traditional lenders of securities might be less likely to lend securities under certain market conditions. As a result, the Funds may not be able to effectively pursue a short selling strategy due to a limited supply of securities available for borrowing. The Funds may also incur additional costs in connection with short sale transactions, including in the event that the Fund is required to enter into a borrowing arrangement in advance of any short sales. Moreover, the ability to continue to borrow a security is not guaranteed and the Funds are generally subject to strict delivery

requirements. The inability of the Funds to deliver securities within the required time frame may subject the Funds to mandatory “close out” by the executing broker-dealer. A mandatory “close out” may subject the Funds to unintended costs and losses. Certain action or inaction by third parties, such as executing brokerdealers or clearing broker-dealers, may materially affect the Funds’ abilities to effect short sale transactions. Risks of Trading in Options. Trading options can provide a greater potential for profit or loss than an equivalent trading in the underlying asset and can provide a hedge against particular risks. The value of an option may decline because of a change in the value of the underlying asset relative to the strike price, the passage of time, changes in the market’s perception as to the future price behavior of the underlying asset, changes in the market’s expectation of future interest rates or dividends, and other market variables. In the case of the purchase of an option, the risk of loss of an investor’s entire investment (i.e., the premium paid plus transaction charges) reflects the nature of an option as a wasting asset that may become worthless when the option expires. Where an option is written or granted (i.e., sold) uncovered, the seller may be liable to pay substantial additional margin, and the risk of loss when a call option is written is unlimited, as the seller will be obligated to deliver an asset at a predetermined price which may, upon exercise of the option, be significantly different from the market value. Over-the-counter options which the Funds may use in their trading strategies generally are not assignable except by agreement between the parties concerned, and no party or purchaser has any obligation to permit such assignments. The over-the-counter market for options is relatively illiquid, particularly for relatively small transactions. Other Derivative Instruments. Derivative instruments, or “derivatives,” include futures, options, swaps, structured securities and other instruments and contracts that are derived from or the value of which is related to one or more underlying securities, financial benchmarks, currencies or indices. Derivatives allow an investor to hedge or to speculate upon the price movements of a particular security, financial benchmark, currency or index. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of additional risks associated with derivatives trading. For example, because many derivatives are leveraged, and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement can not only result in the loss of the entire position, but may also expose the Funds to the possibility of a loss exceeding the original amount invested. Derivatives may also expose investors to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts. 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. The regulatory and tax environment for derivative instruments in which the Funds may participate is evolving, and changes in the regulation or taxation of such instruments may have a material adverse effect on the Fund. On March 17, 2026, Weiss claimed no-action relief granted by the CFTC staff in Letter No. 25-50 (Dec. 19, 2025) with respect to the Funds. This relief is available for funds operated by investment advisers whose investors are all “Qualified Eligible Persons,” among other conditions. As a result, Weiss operates all pools pursuant to a CPO exemption, either pursuant to the aforementioned no-action relief or CFTC Regulation 4.13(a)(3). On the same date, Weiss filed Form 7-W with the NFA to withdraw its membership and deregister as a CPO with the CFTC. In addition, Weiss is exempt from registration with the CFTC as a commodity trading advisor pursuant to Rule 4.14(a)(10) under the CEA. Complying with the applicable exemptions may prevent the Funds from entering into transactions that they would otherwise be able to enter into.

Hedging. The Funds may utilize certain financial instruments for both trading and risk management purposes. These instruments generally include writing or buying options and other derivatives, as well as shorting securities, funds, indices, or swaps, and combining long and short positions in securities and instruments in an effort to reduce overall risk. For example, the Funds may seek to hedge exposure to the interest rate or currency rate on certain of the Funds’ positions. While a Fund may enter into hedging transactions to seek to reduce risk, such transactions may not be fully effective in mitigating the risks in all market environments or against all types of risk, thereby incurring losses to the Fund. In addition, such hedging transactions may result in a poorer overall performance for the Fund than if it had not engaged in any such hedging transactions. The success of the Funds’ hedging strategy will depend on Weiss’ ability to predict the future relationship between the performance of the instruments utilized for hedging purposes and the performance of the positions being hedged. The change in the relationship may also result in the hedge increasing the overall risk of the portfolio. There is also a risk that such relationship will change over time, rendering the hedge ineffective. Since the characteristics of many securities change as markets change or time passes, the success of the Funds’ hedging strategies may also be subject to Weiss’ ability to correctly readjust and execute hedges in an efficient and timely manner. In addition, the lack of futures and derivatives markets or high transaction costs in certain foreign markets may reduce or eliminate the Funds’ abilities to hedge certain exposures. Even when the underlying values may have the predicted relationship, pricing imperfections may become worse and thus the hedge could increase risk over the time period until the underlying values are realized. Weiss may or may not seek to hedge some or all of the risks inherent in the portfolio of any Fund. Moreover, it may not be possible for the Funds to enter into a hedging transaction at an acceptable price or at a price sufficient to protect the Funds from potential declines in value of portfolio positions. To date, the Funds have generally engaged in hedging activities with respect to individual securities, groups of securities and the portfolios as a whole. Trading in Fixed-Income Securities. Each Fund expects to allocate a portion of its assets, which may be significant at times, to bonds or other fixed income securities, including, without limitation, notes and debentures issued by corporations, annuity shares of split investment trusts, debt securities issued or guaranteed by governments or agencies or instrumentalities thereof, commercial paper, convertible bonds, asset-backed or structured-finance securities and “higher yielding” (and, therefore, higher risk) debt securities of the former categories. These securities may pay fixed, variable or floating rates of interest and may include zero coupon obligations. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations 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 indexed to FX changes and the tax treatment of interest and dividends or inflation. These and other risks are particularly prevalent with fixed income securities of issuers in emerging and foreign markets. It is likely that a major economic recession or other event could disrupt severely the market for such securities and may have an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities. Convertible Securities. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Fund is called for redemption, that Fund will be required to permit the issuer to redeem the security, convert it into the underlying security or sell it to a third party. Any of these actions could have an adverse effect on the Fund’s ability to achieve its investment objective. Direct Investments in Public Companies.

The Funds implement strategies in which they invest directly in the equity securities of public companies, which securities may be illiquid and/or restricted (such as PIPEs), as well as in convertible securities and warrants which may be restricted and/or illiquid even if the underlying equity is freely tradeable. There is often no trading market for these investments, and the Funds may be able to liquidate these positions, if at all, only at disadvantageous prices. The Funds may be required to hold such investments despite adverse price movements and may be restricted from hedging their exposure to them and, even if the Funds are not restricted from hedging, the Funds may choose not to hedge such exposure or such hedge may not be effective. If a Fund makes a short sale of an illiquid holding, the Fund may have difficulty in covering the short sale, resulting in a potentially unlimited loss to the Fund. The Funds rely on certain exemptions from the SEC’s registration requirements to sell their restricted securities, including Rule 144 of the Securities Act. Under Rule 144, before selling any restricted securities, the Funds may be obligated to hold them for at least six months provided that the issuer is subject to, and has complied with, the reporting requirements of the Securities Act. If the issuer is not subject to the reporting requirements of the Securities Act or as otherwise specified in Rule 144 (e.g., with respect to “blank check companies”), then the Funds may be required to hold the restricted securities for at least one year before they can be sold in the market. There may be circumstances where restricted securities will never become freely tradeable (e.g., if the issuer was a “shell” company and is not complying with the reporting requirements). The law regarding the resale of restricted securities can change, and in the past has changed. There can be no assurance that future changes will not adversely affect the Funds’ ability to resell their restricted securities. Reverse Repurchase Agreements and Repurchase Agreements. The Funds may enter into reverse repurchase agreements with banks and broker-dealers, by which a Fund sells securities for cash and agrees to repurchase the securities from the buyer at an agreed upon price and date. A transaction under a reverse repurchase agreement provides the Fund additional leverage in the form of cash, subject to market risk with respect to the securities to be repurchased; in addition, reverse repurchase agreements are subject to the risk that the Fund’s counterparty may default on its obligation to return the securities on the agreed upon redelivery date. Any default may subject the relevant Fund to expenses, delays and risk of loss. Similarly, the Funds may enter into repurchase agreements with banks and broker-dealers which are agreements by which the relevant Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. In such transactions, the resale price is in excess of the acquisition price and reflects an agreed upon market rate of interest, which may be unrelated to the coupon rate (if applicable) of the purchased security. A transaction under a repurchase agreement would afford an opportunity for the Fund to earn a return on temporarily available cash without taking direct market risk on the subject securities being purchased and repurchased, although there is a risk that the seller may default in its obligation to pay the agreed upon sum on the redelivery date.

Event Driven Transactions. The Funds may trade securities whose market value is expected to be meaningfully affected by future events. These outcomes may be uncertain and the trading decisions may be based on whether Weiss believes the market price does not accurately reflect the probability of particular outcomes. Weiss will need to forecast the likelihood of the events on which trading decisions are based and analyze the likely impact of the event if it occurs. Such events may include a change in the issuer’s corporate or capital structure (such as a merger, spinoff or recapitalization), a debt repayment obligation, a management transition or a bankruptcy or financial restrictions. If the proposed event does not occur or is delayed, the market price of the security may decline and result in losses to the Funds if at the time the Funds are net long the security. In certain transactions, the Funds may not be hedged against market fluctuations unrelated to the anticipated event but that may affect the value of the consideration to be received. This may result in losses even if the event occurred and the outcome of the anticipated event was beneficial to the position. It is also possible that the short-run market reaction to a particular outcome may be unfavorable even if the long-run result is favorable. Model Risk. Certain of the Funds’ strategies may require the use of quantitative valuation models that Weiss has developed over time, as well as valuation models developed by third parties. As market dynamics shift over time, a previously highly successful model often becomes outdated or inaccurate, perhaps without Weiss recognizing that fact before substantial losses are incurred. There can be no assurance that Weiss will be successful in continuing to develop and maintain effective quantitative models. Models are subject to limitations, including, but not limited to, those caused by incorrect or unrealistic assumptions, computer herding, inapplicability of historical data, omission of key data, erroneous code, oversimplification and underpricing risk. Political and Regulatory Risk. The value of certain of the Clients’ investments may change in response to changes in law or regulation. These changes may be difficult to predict. Additionally, laws or regulations could potentially have retroactive effects, so while the Clients may no longer own affected securities, they may still be adversely affected by such changes in regulation. The Funds trade in various U.S. and international jurisdictions, and may be subject to the risk of changes in law in those countries or their political subdivisions. Examples of political and regulatory risk may include currency controls, changes to tax law, changes to limits on ownership of certain securities, changes to the structure of financial markets, and changes to rules and practice governing property rights, and changes to the laws or regulations governing REC programs. Political and regulatory risk may be particularly pronounced in less developed markets, and to the extent a Client’s investments are concentrated in a particular market, this risk will be greater for such Client. Russia-Ukraine Conflict. In February 2022, Russia launched an invasion into Ukraine that has resulted in an ongoing military conflict between the two countries (the “Conflict”). The Conflict has caused, and may continue to cause, significant disruptions to the global financial system, among other disruptions. In addition, the Conflict has displaced millions of people, causing an acute refugee crisis in Europe, and has increased the threat of nuclear accidents or attacks, cyberattacks and further regional or global conflicts, among other potential consequences. In response to Russia’s actions, multiple countries and governing bodies, including the United States and the EU, have put in place global sanctions and other severe restrictions or prohibitions on the activities of certain individuals and businesses connected to Russia and/or Belarus. Private companies have also implemented restrictions that severely limit, and in some cases, reverse or cancel, business transactions in or involving certain individuals and/or businesses connected to or associated with Russia and/or Belarus. In addition, the impacts of the Conflict on the supply chain and commodity prices are expected to be profound and may result in substantial inflation in one or more countries (or globally). However, the ultimate impact of the Conflict and its effect on global economic and commercial activity and conditions, and on the operations, financial

condition and performance of Weiss, its Clients, its investments or any particular industry, business, currency or country and the duration and severity of those effects, is impossible to predict. Forward Trading. Forward trading involves contracting for the purchase or sale of a specific quantity of, among other things, a financial instrument at an agreed price, with delivery and settlement at a specified future date. 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 trading is mostly unregulated and therefore there are no requirements with respect to record-keeping, segregation of funds or financial responsibility. The principal risks relating to the use of forwards are: (a) when used for hedging purposes, the possible imperfect relationship between the prices of the forwards and the market value of the securities or currencies in the Funds’ portfolios intended to be hedged by the forwards, (b) possible lack of a liquid secondary market for closing out a forwards position, (c) losses on forwards resulting from interest rate or currency movements not anticipated by Weiss and (d) the risk of counterparty defaults. Prime Broker and Custodian Risk; Counterparty Risk. Each Fund’s assets will typically be held in one or more accounts maintained for the Fund by its prime brokers, at other brokers, or custodian banks, which may be located in various jurisdictions, including emerging market jurisdictions. The prime brokers, other brokers (including those acting as sub-custodians) and custodian banks are subject to various laws and regulations in the relevant jurisdictions that are designed to protect their customers in the event of their insolvency. Accordingly, the practical effect of the laws protecting customers in the event of insolvency and their application to the Funds’ assets may be subject to substantial variations, limitations and uncertainties. For instance, in certain jurisdictions brokers could have title to the Fund’s assets or not segregate customer assets. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving an insolvency of a custodian, prime broker, another broker or a clearing corporation, it is difficult to generalize about the effect of the insolvency of any of them on the Fund and its assets. The insolvency of any of the prime brokers, local brokers, custodian banks or clearing corporations may result in the loss of all or a substantial portion of the Fund’s assets or in a significant delay in the Fund having access to those assets. In addition, investments made by the Funds in foreign securities may require the appointment of subcustodians, some of which may be based in jurisdictions where the custodians do not operate as nominee for the client but may take title to the custodied assets. In such cases, if the sub-custodian becomes insolvent, its clients may simply rank as unsecured creditors of the foreign custodian in a foreign insolvency proceeding rather than having a right to reclaim the custodied assets. Some of the markets in which the Funds may effect transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to the credit evaluation and regulatory oversight to which members of “exchange-based” markets are subject. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Funds have concentrated their transactions with a single or small group of counterparties. Counterparties in foreign markets may face increased risks, including the risk of being taken over by the government or becoming bankrupt in countries with limited, if any, rights for creditors. The Funds are not restricted from concentrating any or all of their transactions with one counterparty. Weiss’ evaluation of the creditworthiness of counterparties may not prove sufficient. The ability of the Funds to transact business with any one or number of counterparties and the lack of a complete

and “foolproof” evaluation of the financial capabilities of the Funds’ counterparties may increase the potential for losses by the Funds. Pursuant to the Dodd-Frank Act, some derivatives transactions will be subject to mandatory clearing and will also be subject to the margin requirements set forth by the clearinghouse. The additional margin, capital and collateral obligations may increase the cost of derivatives transactions and thereby potentially decrease the profitability of certain positions. Currency Risk. The Funds historically have made investments in securities that are denominated in one or more currencies other than U.S. dollars. Weiss may, to the degree it deems appropriate, cause the Funds to enter into arrangements in an attempt to hedge the Funds’ exposure to significant currency fluctuations between the U.S. dollar and the applicable currency or currencies. Weiss may also determine not to hedge a particular currency exposure as part of its investment strategy. There can be no assurance that securities suitable for hedging currency or market shifts will be practicable or available at the time when a Fund wishes to use them, or that the hedging arrangements, if any, entered into on behalf of the Funds will be sufficient to address all currency risks. More particularly, the success of such hedging arrangements, if any, is subject to the ability of Weiss to correctly hedge against movements in the direction of currency rates. Therefore, while Weiss may enter into such transactions to seek to reduce currency exchange rate risks, unanticipated changes in currency rates may result in a poorer overall performance for the Funds than if Weiss had not engaged in any such hedging transaction. Any government action that alters the convertibility of a currency or restricts the ability to repatriate funds into U.S. dollars could cause economic losses to the Funds. Soft Dollars. Weiss uses soft dollars to pay for various products and services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as described in Item 12, Weiss has committed that it will not use “soft dollars” generated by any Fund to pay for any type of product or service that such Fund would not otherwise be authorized to pay for directly as a Fund expense. In addition, Weiss will use soft dollars only when Weiss believes such use is in the best interests of the applicable Fund. However, the use of brokerage commissions to obtain research services can nonetheless create a conflict of interest between Weiss and such Fund. The use of “soft dollars” may result in such Fund paying higher brokerage commissions than might be paid if transactions were effected through brokers that do not provide such services. To the extent that Weiss is able to acquire certain products and services without spending such Fund’s funds directly or at reduced prices, Weiss’ use of “soft dollars” may prevent investors from seeing a complete picture of the composition of Fund expenses. In addition, the availability of these non-monetary benefits may influence Weiss to select one broker rather than another to perform services for such Fund. It is anticipated that any use of commissions or “soft dollars” to pay for research products or services will fall within the safe harbor created by Section 28(e) of the Exchange Act. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by a Fund may be used by Weiss to service one or more other Clients, including Clients that may not have paid for the soft dollar benefits. Weiss will not necessarily seek to allocate soft dollar benefits to Clients in proportion to the soft dollar credits the Clients generate. Where a product or service obtained with soft dollars provides both research/execution and non-research/execution assistance to Weiss (i.e., a “mixed use” item), Weiss will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of Weiss’ allocation of the costs of such benefits and services between those that primarily benefit Weiss and those that primarily benefit the Clients. Weiss may have an incentive to select or recommend

a broker-dealer based on Weiss’ interest in receiving research or other products or services, rather than on a Client’s interest in receiving most favorable execution. Trade Errors. Although Weiss exercises due care in making and implementing investment decisions, employees of Weiss and its affiliates may from time to time make errors with respect to trades made on behalf of its Clients. In accordance with the relevant Investment Management Agreement between Weiss and each Client, Weiss will not be liable to its Client or said Client’s shareholders or limited partners (as applicable) for any trading losses, liabilities, damages, expenses or costs resulting from trade errors, except those losses, liabilities, damages, expenses or costs resulting from Weiss’ breach of the applicable standard of care detailed in the relevant Investment Management Agreement between Weiss and the affected Client, or as otherwise required by law (including, without limitation, as required by Weiss’ federal fiduciary duties under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”)). Notwithstanding this limitation on liability, Weiss may voluntarily reimburse its Clients for certain other losses suffered as a result of trade errors identified by Weiss. Weiss has a conflict of interest in determining whether a trade error has occurred, whether Weiss met its standard of care with respect to such trade error, and whether reimbursement is warranted. Weiss will attempt to resolve such conflicts through good faith determinations regarding any possible trade error under the applicable liability standard. Cybersecurity Risk. As part of its business, Weiss processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Clients and personally identifiable information of the investors. Similarly, service providers of Weiss or the Clients, especially the administrator of the Clients, may process, store and transmit such information. Weiss 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 Weiss may be susceptible to compromise, leading to a breach of Weiss’ network. Weiss’ systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. Online services provided by Weiss to investors may also be susceptible to compromise. Breach of Weiss’ information systems may cause information relating to the transactions of the Clients and personally identifiable information of the investors to be lost or improperly accessed, used or disclosed. Weiss depends on the reliability and functionality of a wide range of computer hardware and software, including equipment and programs licensed from third parties, (collectively, “Computer Systems”) for the implementation of the investment strategies that it employs on behalf of the Clients and the maintenance of its books and records. Computer Systems are subject to a number of inherent and unpredictable risks. For example, from time to time, material errors may occur in software programs that are either unrecognizable or not recognized for significant periods; software and/or hardware may malfunction and/or degrade; telecommunications failures, power loss or natural disasters may occur; security breaches may lead to a variety of adverse consequences, including but not limited to, unintended trades, stolen intellectual property, the dissemination of confidential information relating to trading positions, investors and employees, and the

disruption of the Weiss’ operations; and services provided by third-party service providers to support the Computer Systems may be interrupted. Cyber incidents affecting Weiss and other service providers (including, but not limited to, accountants providing services to the Clients, custodians, transfer agents and financial intermediaries) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Clients’ ability to value their securities or other investments, impediments to trading, the inability of the Clients to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which the Clients invest, counterparties with which the Clients engage in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers) and other parties. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Clients’ key service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Clients cannot control the cyber security plans and systems put in place by their service providers or any other third parties whose operations may affect a Client or its investors. The Clients and their investors could be negatively impacted as a result. Catastrophe Risks. The Funds may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters (which may be caused, or enhanced in frequency and severity, by climate change factors); war, terrorism and other armed conflicts; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. For example, the outbreak of COVID-19 in 2020 led to significant uncertainty, breakdowns, delays and other disruptions in the global financial markets and the economies of nations worldwide. To the extent that any such event occurs in the future and has a material effect on global financial markets or specific markets or issuers in which the Funds invest (or has a material negative impact on the operations of Weiss or the service providers), the risks of loss can be substantial and could have a material adverse effect on the Funds and the investors’ investments therein. Furthermore, any such event may also adversely impact one or more individual investors’ financial condition, which could result in substantial redemption requests by such investors as a result of their individual liquidity situations and irrespective of Fund performance. Tax Restatement Risk. Weiss, on behalf of the Funds, expects to provide tax reporting information to Fund investors annually. Weiss attempts to distribute such information in a timely manner, but a Fund may have thousands of different investments in many different countries globally. There is a risk that Weiss and a Fund will not receive tax information from its underlying investments in a timely basis and that tax information Weiss receives will be modified after the investors have received such tax reporting. In such a scenario, the relevant Fund may need to reissue tax reporting information, which could cause an investor to delay filing or to file an amended tax return. American Depositary Receipts and Global Depositary Receipts. The Funds trade in ADRs and GDRs. American Depositary Receipts (“ADRs”) are receipts issued by a U.S. bank or trust company evidencing ownership of underlying securities issued by non-U.S. issuers. ADRs may be listed on a national securities exchange or may be traded in the over-the-counter market. Global Depositary Receipts (“GDRs”) are receipts issued by either a U.S. or non-U.S. banking institution

representing ownership in a non-U.S. company’s publicly traded securities that are traded on non-U.S. stock exchanges or non-U.S. over-the-counter markets. Holders of ADRs or GDRs generally bear all the costs of such facilities. The depository of an unsponsored facility frequently is under no obligation to distribute investor communications received from the issuer of the deposited security or to pass through voting rights to the holders of depositary receipts in respect of the deposited securities. Investments in ADRs and GDRs pose, to the extent not hedged, currency exchange risks (including blockage, devaluation and nonexchangeability), as well as a range of other potential risks relating to the underlying shares, which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale of disposition proceeds, political or social instability or diplomatic developments that could affect investments in those countries, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding the underlying shares of ADRs and GDRs, and non-U.S. companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to, or as uniform as, those of U.S. companies. Such risks may have a material adverse effect on the performance of such investments and could result in substantial losses. Retention and Motivation of Employees. The success of the Funds is dependent upon the talents and efforts of highly skilled individuals employed by Weiss and Weiss’ ability to identify and willingness to provide acceptable compensation to attract, retain and motivate talented investment professionals and other employees. There can be no assurance that Weiss’ investment professionals will continue to be associated with Weiss in the future, and the failure to attract or retain such investment professionals could have a material adverse effect on the Funds and the investments therein. Competition in the financial services industry for qualified employees is intense and there is no guarantee that, if lost, the talents of Weiss’ investment professionals could be replaced. Proposed regulatory rules addressing noncompetition covenants in employment agreements and similar legal changes in the future, if they become effective, may negatively impact Weiss’ ability to retain talented investment professionals and other employees, as well as to protect the intellectual property developed by Weiss. Futures Contracts. The Funds’ investment portfolio may include long and short positions in futures. The value of futures depends upon the price of the securities, commodities, instruments, indices or other financial measures underlying them. The prices of futures are highly volatile, and price movements of futures contracts can be influenced by, among other things, interest rates, inflation, foreign exchange rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, investments in futures are also subject to the risk of the failure of any of the exchanges on which the Funds’ positions trade or of their clearing houses or futures commission merchants. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” 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. This could prevent Weiss from promptly liquidating unfavorable positions and subject the Funds to substantial losses. In addition, Weiss may not be able to execute futures contract trades at favorable prices if little trading in the contracts involved is taking place. It also is possible that an exchange or the 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 extraordinary circumstances, a futures exchange, the CFTC or another similar non-U.S. regulatory body or agency could suspend trading in a particular futures contract, or order liquidation or settlement of all open positions in such contract.

Swap Transactions. The Funds may enter into swap agreements with respect to securities, indices of securities and other assets or other measures of risk or return. Swap agreements are typically two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to many years. In a standard “swap” transaction, two parties agree to exchange the returns (or the differential in rates of return) earned or realized on particular predetermined investments, instruments, or indices. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount”. Whether the Funds’ use of swap agreements will be successful will depend on Weiss’ ability to select appropriate transactions for the Funds. Swap transactions may be highly illiquid. Moreover, the Funds bear the risk of loss of the amount expected to be received under a swap agreement in the event of the default or insolvency of its counterparty. Many swap markets are relatively new and still developing. It is possible that developments in the swap markets, including potential government regulation, could adversely affect the Funds’ ability to terminate existing swap transactions or to realize amounts to be received under such transactions. Swaps and certain 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. Credit Default Swaps. Credit default swaps are generally standardized agreements in which the protection “buyer” generally pays the protection “seller” an up-front payment, or a periodic stream of payments, over the term of the contract, provided generally that no credit event on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the difference between the notional amount of the contract and the value of the referenced security or securities issued by the reference entity. The Funds may be either the buyer or seller in the transaction. The Funds may enter into credit default swaps that reference the obligations of a single entity (“CDS”) or the obligations of entities that make up an index (“CDX”). CDX may be exchange traded or sold over the counter. Each CDX is designed to track a basket of credit entities, which may be standard or customized. This means that it may be more liquid than a CDS, and it may be cheaper to hedge the Funds’ portfolio with a CDX than it would be to buy many single name CDS to achieve a similar effect. References to “credit default swaps” shall collectively refer to CDS and CDX. Credit default swaps have as reference obligations one or more securities or loans that may not currently be held by the Funds. In circumstances in which the Funds are buying protection and do not own the securities or loans that are deliverable under a credit default swap, the Funds are exposed to the risk that deliverable securities will not be available in the market, or will be available only at unfavorable prices, as would be the case in a so-called “short squeeze.” In certain instances of issuer defaults or restructurings, it has been unclear under the standard industry documentation for credit default swaps whether or not a “credit event” triggering the seller’s payment obligation had occurred. Certain initiatives adopted by derivatives market participants, including the International Swaps and Derivatives Association (“ISDA”), are designed to implement uniform settlement terms into standard credit default swap documentation, as well as refine the practices for the transparent conduct of the credit default swap market generally. Among these initiatives are the ISDA Credit Derivatives Determinations Committee and the implementation of market-wide cash settlement protocols applicable to all market-standard credit default swaps. These initiatives are intended to reduce both the uncertainty as to the occurrence of credit events and the risk of a “short squeeze” by providing that the ISDA Credit Derivatives Determinations Committee will make determinations as to whether a credit event has occurred, establish an auction to determine a settlement price and identify the deliverable securities for purposes of the auction, although the ISDA Credit Derivatives Determinations Committee may in certain limited circumstances refrain from doing so. In the event the ISDA Credit Derivatives Determinations Committee cannot reach a timely resolution with respect to a “credit event” or otherwise does not establish a cash settlement auction, the Funds may not be able to realize the full value of the credit default swap upon a default by the reference entity. Furthermore, the Funds may enter into certain credit default swaps or similar instruments that may not be covered by these initiatives.

If the Funds are a buyer of protection (i.e., short the creditworthiness), they will respectively lose the payments made under the terms of the credit default swap and recover nothing should no credit event occur. If the Funds are a seller of credit protection (i.e., long) and a credit event occurs, the value of any deliverable obligation received by the Funds or the amount of cash settlement received by the Funds pursuant to the relevant cash settlement auction, together with the up-front or periodic payments previously received, may be less than the amount it pays to the buyer, resulting in a loss of value to the Funds. When the Funds sell credit default swaps (i.e., long), they incur leveraged exposure to the credit of one or more reference entities and are subject to many of the same risks they would incur if they were holding debt securities issued by the relevant reference entity. However, the Funds will not have any legal recourse against any reference entity and will not be able to foreclose on any collateral securing the reference entity’s debt obligations. In the event the ISDA Credit Derivatives Determinations Committee does not establish a cash settlement auction and identify the relevant deliverable securities or loans, the credit default swap buyer may have broad discretion to select which of the reference entity’s debt obligations to deliver to the Funds following a credit event and will likely choose the obligations with the lowest market value in order to maximize the payment obligations of the Funds. In addition, credit default swaps generally trade on the basis of theoretical pricing and valuation models, which may not accurately value such swap positions when established or when subsequently traded or unwound under actual market conditions. The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that certain CDX be executed in regulated markets and submitted for clearing to regulated clearinghouses. Other single-name CDS and CDX are permitted, although not required, to be cleared through regulated clearinghouses. The Funds face counterparty risk with respect to the clearinghouse when entering into cleared single-name CDS and cleared CDX. The Funds face significant counterparty risk with respect to their counterparties to non-cleared credit default swaps and similar instruments. The Funds typically will enter into non-cleared credit default swaps and similar instruments with swap dealers and creditworthy entities that have substantial capital or that have provided the Funds with a third-party guaranty or other credit support. In addition, credit default swaps and similar instruments may involve greater risks than if the Funds had invested in the reference obligation directly and are subject to significant credit risk, correlation risk, leverage risk, illiquidity risk and market risk. Further, investment in CDX could result in losses if the referenced index does not perform as expected. Unexpected changes in the composition of the index may also affect performance of CDX. If a referenced index has a dramatic intraday move that causes a material decline in the Funds’ net assets, the terms of the Funds’ CDX may permit the counterparty to immediately close out the transaction. In that event, the Funds may be unable to enter into another CDX or otherwise achieve desired exposure, even if the referenced index reverses all or a portion of its intraday move. Potential Effects of Positions Limits, Accountability Levels, and Daily Limits. The Funds are currently subject to position limits and may be subject to new and more restrictive position limits in the future. If the Funds were to reach a position limit or accountability level or become subject to a daily limit, these restrictions may limit their respective ability to establish new futures positions, add to existing positions, or otherwise transact in futures. Any restrictions on the Funds’ futures trading under these requirements could adversely affect the Funds’ ability to pursue their respective investment objective. Futures Trading Margin Requirements. “Initial” or “original” margin is the minimum amount of funds that must be deposited by a futures trader with his commodity broker in order to initiate futures trading or to maintain an open position in futures contracts. “Maintenance” margin is the amount (generally less than initial margin) to which a trader’s account may decline before he must deliver additional margin. A margin deposit is like a cash performance bond. It helps assure the futures trader’s performance of the futures contract that the trader purchases or sells. Futures contracts are customarily bought and sold on margin that represents a very small percentage (ranging upward

from less than 2%) of the purchase price of the underlying commodity being traded. Because of such low margins, price fluctuations occurring in the futures markets may create profits and losses that are greater, in relation to the amount invested, than are customary in other forms of investments. The minimum amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which such contract is traded, and may be modified from time to time by the exchange during the term of the contract. Brokerage firms carrying accounts for traders in futures contracts may not accept lower, and generally require higher, amounts of margin as a matter of policy in order to afford further protection for themselves. A futures commission merchant (“FCM”) may compute margin requirements multiple times per day and must do so at least once per day. When the Funds have an open futures contract position, they are subject to daily variation margin calls by an FCM that could be substantial in the event of adverse price movements. Because futures contracts require only a small initial investment in the form of a deposit or initial margin, they involve a high degree of leverage. A company with open positions is subject to maintenance or variation margin on its open positions. When the market value of a particular open futures contract position changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the FCM. If the margin call is not met within a reasonable time, the FCM may close out the Funds’ position, which may result in reduced returns to the Funds’ investors or impair the Funds from achieving their respective investment objective. If the Funds have insufficient cash to meet daily variation margin requirements, they may need to sell assets at a time when doing so is disadvantageous. In addition, an FCM may impose margin requirements in addition to those imposed by the clearinghouse. Margin requirements are subject to change on any given day and may be raised in the future on a single day or on multiple or successive days by either or both of the clearinghouse and the FCM. High margin requirements could prevent the Funds from obtaining sufficient exposure to futures contracts and may adversely affect the Funds’ ability to achieve their respective investment objectives. Commodities. The prices of commodities contracts are highly volatile. Price movements of commodities are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of certain futures, options and swap agreements also depends upon the price of the commodities underlying them. In addition, the Funds’ assets are subject to the risk of the failure of any of the exchanges on which their positions trade or of their clearinghouse or counterparts. Most U.S. commodities exchanges limit fluctuations in certain commodity interest prices during a single day by imposing what are known as “daily price fluctuation limits” or “daily limits.” The existence of daily limits may reduce liquidity or effectively curtail trading in particular markets. Once the price of a particular contract has increased or decreased by the daily limit, effectively, positions in the contract can neither be taken nor liquidated. Contract prices in various commodities have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Funds from promptly liquidating unfavorable positions and subject them to substantial losses that could exceed the margin initially committed to these trades. Daily limits may reduce liquidity, but do not limit ultimate losses, as daily limits apply on a day-to-day basis. In addition, even if contract prices have not moved the daily limit, the Funds may not be able to execute trades at favorable prices if there is only light trading in the contracts involved. As part of its emergency powers, an exchange or the CFTC can suspend or limit 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. The possibility also exists that non-U.S. governments may intervene to stabilize or fix exchange rates, restricting or substantially eliminating trading in certain affected currencies.

Alternative Data. Weiss may obtain and use alternative data in its investment process. Alternative data may consist of datasets that have been culled from a variety of sources, such as payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, and data gathered by satellites (this data is sometimes referred to as “big data” or “alternative data”). Weiss may apply this alternative data to better anticipate micro- and macro-economic trends and otherwise to develop or improve trading or investment themes. No assurance can be given that Weiss will be successful in utilizing alternative data in its investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for Weiss and the Funds in numerous jurisdictions. Weiss cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to Weiss or to the Funds. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of the Funds. Virtual Currencies. The Funds have had and may from time to time have exposure to virtual currencies, including through exposure to securities and issuers of securities with direct exposure to virtual currencies, and through the use of derivatives. As such, the Funds may be subject to various risks related to virtual currencies, including, but not limited to, regulatory uncertainty, counterparty risks, risks associated with irrevocable transactions, high price volatility, the environmental impacts of virtual currency mining operations, loss of confidence in the virtual currency network, closure of virtual currency exchanges due to fraud, failure, or security breaches, irreversible loss or destruction of a private key required to access a virtual currency, and delays in the recording of virtual currency transactions. Virtual currencies, as well as virtual currency networks and the software used to operate them, are in the early stages of development. Therefore, it is not possible to know all of the risks associated with virtual currencies, and new risks may emerge in the future. Artificial Intelligence (AI). Weiss may utilize AI in its operation and its investment process. The use of AI is rapidly evolving and there are numerous risks associated with its use. The quality of AI's advice is highly dependent on the quality of data fed into it. If the data used to train the AI is outdated, inaccurate, or biased, the investment or other advice it provides might be incorrect or misleading. Even with accurate information, certain AI models may “hallucinate” and provide factually incorrect answers to prompts. AI lacks human intuition and understanding of context. While AI can analyze massive amounts of data and identify patterns, it may miss subtleties that a human would consider. AI relies on predefined algorithms and mathematical models to make decisions. These algorithms might not account for sudden changes in the market or unpredictable events like political instability, pandemics, or natural disasters. Some AI systems operate as “black boxes,” meaning it is not clear how they arrive at certain decisions or predictions. This lack of transparency can lead to distrust or misunderstanding of the advice given. Like any digital tool, AI-powered investment platforms can be targeted by cybercriminals. AI technologies are subject to evolving regulations. Non-compliance with these regulations can result in legal repercussions. Furthermore, ethical issues can arise, such as bias in AI decision-making, which could affect the quality and fairness of investment advice.

Item 9. Disciplinary information

In 2021, Weiss identified that it had inadvertently violated Rule 105 of Regulation M under the Securities and Exchange Act of 1934 in connection with several public offerings. Weiss promptly took remedial actions to prevent future violations of Rule 105 and voluntarily self-reported the violations to the SEC. Rule 105 generally prohibits purchasing an equity security from an underwriter, broker or dealer participating in a public offering if the purchaser sold short the security that is the subject of the offering during a restricted period (usually defined as five business days before the pricing of the offering), absent an exception. Rule 105 is a strict liability rule and thus applies irrespective of any intent to violate the Rule.

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On June 14, 2022, Weiss agreed to a settlement with the SEC of the self-reported inadvertent violations. Pursuant to the settlement, Weiss agreed to cease and desist from committing or causing any violations of Rule 105, disgorgement of profits on the relevant trades of $6,508,792.81, prejudgment interest of $190,210.84 and a civil money penalty of $200,000. The SEC order specifically notes that in determining the settlement, the SEC considered the remedial acts promptly undertaken by Weiss and the cooperation afforded the SEC staff.

Item 10. Other financial industry activities and affiliations

Weiss, its affiliates, employees, and the Principal may engage in other activities, including providing investment management and advisory services to other accounts and investing directly, and are not required to refrain from any activity, to disgorge profits from any such activity or to devote all or any particular amount of time or effort of any of its officers, directors or employees to the Funds and their affairs. The U.S. Fund General Partner, which is an affiliate of Weiss, serves as the general partner of the U.S. Fund. Each of Fundamental Research Associates Inc. and Plover Cove Management Limited, affiliates of Weiss, do not directly advise any Clients of Weiss but provide research and ancillary services to Weiss in furtherance of Weiss’ management of client investments.

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Plover Cove Management Limited is also registered with the Securities and Futures Commission in Hong Kong to provide trade execution and asset management services to Weiss. Notwithstanding the fact that the Funds have substantially similar trading strategies, they have experienced, and are expected to continue to experience, different performance results from one another, which have been and may continue to be material. Such performance differences typically arise from particular investments that only one of the Funds is able to make for regulatory or other reasons, different proportions of available capital for new investments in each Fund from time to time, or due to tax rules that affect one Fund and not the other. Weiss currently serves as the investment manager to the Funds. As noted in Item 8, each of the Funds has a trading strategy substantially similar to that of the other. Weiss may also serve as investment manager for Other Accounts in the future. Such Other Accounts may pursue substantially similar strategies to the Funds. When it is determined by Weiss that it would be appropriate for the Funds and one or more such Other Accounts to participate in an investment opportunity, Weiss will seek to execute orders for all of the participating investment accounts, including the Funds, on an equitable basis under the circumstances, taking into account such factors as the relative assets, relative amounts of capital available for new investments, relative exposure to the particular type of assets in question and the investment programs and portfolio positions of the funds and the affiliated entities for which participation is appropriate. Weiss and its affiliates may give advice and recommend investments to Other Accounts which may differ from advice given to, or investments recommended or bought for, the Funds, even though their investment objectives may be the same or similar. Some issuers in which Clients may wish to invest may limit the percentage of outstanding shares that any one stockholder or group of stockholders, directly or indirectly, can own or exercise certain rights in corporate actions. Depending on the provisions applicable to the particular issuer, the Funds and Other Accounts may be considered part of a “group” with other entities managed by Weiss. In such cases, a Client may be forced to limit its investment in an issuer to a level below what it might otherwise wish to invest. Moreover, if one of such Clients already has a pre-existing investment in such issuer and the limit on ownership or corporate action rights has already been reached by the investment of such Client, a different Client in the “group” (including one of the Funds) may be precluded from investing in that issuer altogether. Weiss or its affiliates may provide investment management services to other collective investment vehicles (including closed-end funds) in which a Fund may invest; provided, however, that a Fund shall not be subject to additional layers of management and/or performance-based fees payable to Weiss or its affiliates with respect to such other collective investment vehicles. The officers, directors, partners and employees of Weiss and its affiliates may trade in securities for their own accounts, subject to restrictions and reporting requirements as may be required by law or otherwise determined from time to time by Weiss. A Client may engage in certain transactions with its affiliates provided the terms thereof are commercially reasonable, as determined by Weiss. Weiss has certain responsibilities with respect to valuing securities. A conflict may arise with respect to this responsibility given different Performance-Based Compensation and/or Management Fees to be earned by Weiss and/or the relevant affiliated general partner, as applicable, from the various Clients. Individual

representatives of Weiss and its affiliates serve, from time to time, on the board of directors of one or more entities which securities the Clients trade. In their capacity as board members, such individuals may become subject to fiduciary, reporting or other duties which may adversely affect the Clients.

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

Weiss has adopted a written code of ethics (the “Code”) pursuant to Rule 204A-1 under the Advisers Act. The Code sets out basic principles to guide the officers, partners and employees of Weiss in discharging their duties for Weiss. The Code has been adopted with the objectives of deterring wrongdoing and promoting, among other things: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (2) full, fair, accurate, timely and understandable disclosure in all public communications made by Weiss, (3) compliance with applicable laws, rules and regulations, (4) prompt internal reporting of violations of the Code, and (5) accountability for adherence to the Code.

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The Code includes policies and procedures related to personal securities transactions by officers and employees considered to be “access persons.” The Code requires access persons to obtain prior authorization from the Chief Compliance Officer of Weiss (or his designee) in order to buy or sell certain securities for their own account. The Code also requires access persons to provide periodic reports regarding transactions and holdings in all reportable securities. Access persons are required to submit quarterly reports regarding securities transactions and newly opened accounts, as well as annual reports regarding holdings and existing accounts. The partners, officers and employees of Weiss or its affiliates and their household members may invest in securities for their own accounts, or the accounts of foundations or trusts for which they are fiduciaries, subject to restrictions and reporting requirements as may be required by law or otherwise determined by the Code. Additionally, individual representatives of Weiss and its affiliates serve, from time to time, on the board of directors of one or more entities in which a Fund invests, subject to restrictions and reporting requirements as may be required by law or otherwise determined by the Code. Weiss will provide a copy of the Code to any client or prospective client upon request. Weiss and its employees may invest in the Funds, and in securities or other assets in which the Funds may invest, subject to applicable law, the Code, and to applicable investor eligibility requirements of each Fund. Weiss and its affiliates may cause a security to be traded between one of the funds or accounts and any of the other funds or accounts it (or any of its affiliates) manages (a “cross transaction”) where it believes such trade to be in the interest of each fund or account and otherwise in compliance with applicable laws and any contractual restrictions with particular Clients. Weiss’ and/or its affiliates’ duty to be fair to the Clients on both sides of a cross transaction may pose inherent conflict of interests. Weiss will seek to be fair and equitable to each Client in a cross transaction in determining the appropriateness of the transaction for each Client, and will determine market prices based on market quotations. A Fund may also engage in certain other transactions with affiliates of Weiss and/or the funds or accounts they manage, provided the terms thereof are commercially reasonable, as determined by Weiss and otherwise in compliance with applicable laws and any contractual restrictions with particular Clients.

Item 12. Brokerage practices

Weiss is responsible for selecting broker-dealers to execute trades and negotiating any commissions paid on such transactions. Weiss’ primary consideration in placing transactions with particular broker-dealers is to obtain execution in the most effective manner possible, which generally includes factors of quantity purchased/sold and net execution price. Weiss will also take into account a variety of factors, including the availability and supply of buyers or sellers sourced by a broker-dealer, the commissions charged by the broker-dealer, the ability to enforce requested risk controls, and the perceived financial strength, integrity and stability of the broker-dealer.

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Weiss will also consider the quality, comprehensiveness and frequency of available research, ability of a broker-dealer to source certain hard-to-find securities or provide access to certain markets, public or private transactions, and other products and services considered to be of value. The products and services furnished by broker-dealers may include, among other things, written information and analyses concerning specific securities, companies or sectors; investment ideas; market, financial and economic studies and forecasts; statistics and pricing or appraisal services; discussions with research personnel; and special execution capabilities. Weiss is authorized to pay higher prices for the purchase of securities from, or accept lower prices for the sale of securities to, brokerage firms that provide it with such research products and execution services or to pay higher commissions to such firms if Weiss determines such prices or commissions are reasonable in relation to the overall services provided. Accordingly, a portion of expenses for research related products and services will sometimes be paid with “soft dollars” generated through Clients’ investment activities. However, Weiss has committed to the Funds that it will not use “soft dollars” generated by the Funds to pay for any type of product or service that the Funds would not otherwise pay for directly as a fund expense in accordance with the Funds’ governing documents. Weiss will also use soft dollars only if it believes it is in the best interest of its Clients. It is anticipated that any use of commissions or “soft dollars” to pay for research products or services will fall within the safe harbor created by Section 28(e) of the Exchange Act. While Weiss has committed to not use “soft dollars” generated by the Funds to pay for any type of product or service that the Funds would not otherwise pay for directly as fund expenses, and Weiss has further committed to use soft dollars only when Weiss believes such use is in the best interests of the Clients, the use of brokerage commissions to obtain research services can nonetheless create a conflict of interest between Weiss and the Funds. The use of “soft dollars” may result in Clients paying higher brokerage commissions than might be paid if transactions were effected through brokers that do not provide such services. To the extent that Weiss is able to acquire certain products and services at reduced prices or without spending money from each Client directly, Weiss’ use of “soft-dollars” may prevent Clients and investors in the Funds from seeing a complete picture of the composition of expenses. Moreover, while all Clients are eligible to benefit from products and services obtained with “soft dollars,” not all products and services obtained with “soft dollars” may benefit all Clients equally or in proportion to the “soft dollars” generated by each Client. Any new arrangements with broker-dealers regarding third-party “soft dollar” payments must be approved in advance by the Chief Compliance Officer. For example, and without limitation, Weiss currently receives a discount on certain electronic news and research services in recognition of brokerage commissions paid to an electronic broker affiliated with the news and research provider. This discount is deducted by the provider and thus passed along to the Clients in accordance with the Clients’ expense policies. In addition, from time to time, brokers may call Weiss with research regarding potential investment opportunities that the broker believes fit within the strategies of the Funds. If Weiss determines to pursue any such investment opportunity on behalf of a Client, Weiss may use the broker that brought the idea to Weiss to execute trades relating to that opportunity, and Weiss

may pay higher commissions to that broker for trades in those or other securities in recognition of the research provided. Any soft-dollar arrangement involving above-market commissions must be approved by a senior portfolio manager at Weiss. From time to time, Weiss may receive other research and/or execution services in accordance with Section 28(e). From time to time, representatives of Weiss may speak at conferences and programs for investors interested in investing in hedge funds or other investment opportunities that are sponsored by prime brokers and other brokers. These conferences and programs may provide opportunities by which Weiss is introduced to potential investors in the Funds or other investment vehicles it manages. The prime brokers are not generally compensated by Weiss, the Funds, or potential investors for providing such “capital introduction” opportunities. Prime brokers and other brokers may also provide financing and other services to the Funds and Weiss. Such additional services by a prime broker or other broker, including capital introduction services, may present a potential conflict of interest to Weiss in deciding whether to use the services of such prime broker or other broker in connection with the activities of the Funds. Weiss seeks to mitigate this conflict by adopting procedures to review best execution of trades, by having separate personnel responsible for trading and investor relations, and giving the traders and related personnel authority to decide which prime broker or other broker should be utilized for a particular service. In addition, at least annually Weiss holistically reviews the utilization of brokers, including the quality of execution based on the factors described above (including the availability and supply of buyers or sellers sourced by a broker-dealer, the commissions charged by the broker-dealer, the ability to enforce requested risk controls etc.) to confirm selection of brokers is consistent with Weiss objective of seeking best execution for its Clients. A Fund is not prohibited from engaging as a service provider any entity in which it, Weiss and their affiliates, employees and the Principal have an interest. Any transaction for which payment is not specified in the governing documents of the Fund is subject to the requirement that compensation therefore will be for fair value and for compensation no higher than would be charged by an unrelated third party for such services. However, conflicts of interest would arise if such entity failed to perform adequately its undertakings to a Fund. Weiss will seek to allocate securities transactions in a manner that is fair to each Client in light of each Client’s investment strategy, size, diversification, cash availability, tax or regulatory impact, and any other relevant factors. When the purchase or sale of a security is considered to be in the best interest of more than one of the Clients (which is typically the case), the securities to be purchased or sold may be aggregated in order to obtain superior execution and/or lower brokerage expenses. Furthermore, if Weiss or an affiliate manages other accounts or funds, such aggregation may also occur when the purchase or sale of a security is considered to be in the best interest of more than one fund or account (including a Client). Execution prices for identical securities purchased or sold on behalf of multiple accounts in any one business day are typically averaged. In such instance, allocation of prices, as well as expenses incurred in the transaction, shall be made in a manner Weiss considers to be fair and equitable to each participating Client.

Item 13. Review of accounts

Weiss provides continuous advisory services for the Funds. The Investment Committee and risk team review and monitor the portfolios and aggregate portfolio risk exposures of the Funds on a regular basis. Such review generally involves an examination of the current market value of portfolio investments, developments in portfolio companies, scenario-based and stress-test risk reporting, general market conditions, recent transactions and other factors affecting investment decisions with respect to the portfolio. The risk team produces portfolio and strategy-level risk reporting on a regular basis to review risks to which the Funds are exposed.

Read the rest of Item 13 (134 more words)

The Investment Committee and risk team also review the liquidity requirements of the Funds and are informed of margin requirements at the various counterparties. The Compliance team regularly reviews positions and transactions for compliance with regulatory requirements. Weiss’ settlements group works to ensure that each trade is reconciled with the appropriate broker-dealer on a timely basis, and communicates with the Funds’ third-party administrator, who independently maintains the official records for the Funds and reconciles positions and activity. The settlements staff monitors and communicates with brokers and the administrators to detect trade breaks, improper allocations, or other potential trade errors. Investors in each Fund receive month-end unaudited statements of performance and net asset value from the Fund’s independent third-party administrator. Audited financial statements of each Fund are prepared and delivered to such Fund’s investors annually.

Item 14. Client referrals and other compensation

No person that is not an investor in the Funds provides Weiss with an economic benefit for providing investment advice or other advisory services to the Funds. Neither Weiss nor any related person compensates any person for client referrals. However, the Funds and Weiss may enter into agreements with one or more third parties providing for, among other things, (i) payments to such third parties of a fully disclosed sales charge, which may be paid from the investments of certain investors that agree thereto, or (ii) payments by Weiss to one or more of such third parties of a one-time or ongoing fee based upon the capital contributions of certain investors.

Item 15. Custody

Weiss is deemed to have custody of the assets of the U.S. Fund because of the authority that the General Partner (which is an affiliate of Weiss) has over those assets. Weiss is also deemed to have custody over the Cayman Fund’s assets because Weiss has the authority to automatically deduct funds from the Cayman Fund to pay its fees in accordance with the relevant investment management agreement of the Cayman Fund. To satisfy the SEC’s custody rule requirements, the Funds provide each investor in the Funds with audited financial statements within 120 days of the end of each year.

Item 16. Investment discretion

Weiss has discretionary authority to manage the assets of each Fund. This discretionary authority is conferred on Weiss pursuant to an Investment Management Agreement between Weiss and each of the Funds. For each Fund, the applicable Investment Management Agreement provides that Weiss has complete discretion regarding the investment of the Fund’s assets in accordance with the investment objectives, policies and parameters set forth in the applicable agreement.

Item 17. Voting client securities

Weiss has authority to vote proxies on behalf of the Funds. Absent specific Fund instructions, Weiss has adopted proxy voting procedures designed to ensure that proxies are properly identified and voted and that any conflicts of interest are addressed appropriately. Weiss will generally seek to exercise its proxy voting authority in a way that seeks to maximize the value of the Funds’ assets. Weiss evaluates proxies to determine whether the vote is material in relation to the value of the investment, whether it has beneficial value to the Funds to vote, and if so, whether it requires special attention or handling. In connection with any vote that is material, Weiss’ operations staff consults with Weiss’ investment management staff for instructions on how to vote the upcoming proxy.

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In connection with any vote that either (i) Weiss determines is not material, or (ii) Weiss determines that it may have a material conflict of interest, then Weiss may choose to outsource the proxy voting decision to an outside proxy voting service or consultant. If Weiss does not outsource a proxy voting decision and Weiss identifies a material conflict of interest, Weiss’ Compliance Committee will review the relevant votes to monitor whether the votes are consistent with Weiss’ proxy voting procedures, including whether the votes are made in a manner that seeks to maximize the value of the applicable Fund’s assets. A client may obtain a copy of Weiss’ proxy voting policy, as well as information regarding how Weiss voted proxies on behalf the client, by sending a request to Weiss’ Investor Relations staff at info@weissasset.com or calling (617) 778-7780.

Item 18. Financial information

Weiss does not require or solicit prepayment of any fees six months or more in advance, is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to its clients, and has not been the subject of a bankruptcy petition at any time.

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