Sachem Head Capital Management LP: investment adviser

SH Onshore and SH Offshore generally implement substantially similar investment objectives, policies and strategies. SH Offshore participates in the investment strategy through SH Master. Sachem Head GP LLC (“SH GP”) is an affiliate of the Adviser and serves as the general partner of SH Onshore and SH Master. Mr. Ferguson is the managing member of SH GP. The Adviser also serves as the investment manager for a long-only fund structure that launched in September 2021. SH Stony Creek Master Ltd. (“Stony Creek Master”) is the master fund in the fund structure. SH Stony Creek LP and SH Stony Creek Offshore Ltd. serve as feeder funds to Stony Creek Master (collectively, the “Stony Creek Funds”). SH Stony Creek GP LLC (“Stony Creek GP”) serves as the general partner of SH Stony Creek LP. Mr. Ferguson is the managing member of Stony Creek GP. The Adviser may, from time to time, serve as the investment manager for additional funds or products, including, without limitation, co-investment vehicles or “spill-over” accounts. The SH Funds and the Stony Creek Funds are collectively referred to herein as the “Funds”, and each is referred to individually as a “Fund”. The Adviser provides investment advisory services on a discretionary basis to the Funds, which are commingled investment vehicles intended for institutional investors and other sophisticated investors. In providing such services to the Funds, the Adviser formulates its investment objective, directs and manages the investment and reinvestment of each Fund’s assets and provides reports to Fund investors. The Adviser manages the assets of each Fund in accordance with the terms of the governing documents applicable to each Fund. Investment advice is provided directly to the Funds and not individually to underlying investors in the Funds. Investors in the Funds do not have the ability to direct any Fund investments or strategies. Interests in the Funds are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Funds are not registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests in the Funds are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements, either in private transactions within the United States or in offshore transactions. The Adviser does not

participate in any wrap-fee programs. As of December 31, 2025, the Adviser had $7,157,720,307 in regulatory assets under management on a discretionary basis. The Adviser does not manage any client assets on a non-discretionary basis.

In each case the Management Fee is payable quarterly in advance based upon the net asset value of the relevant Fund and calculated as of the first business day of each quarter, in each case in accordance with the governing fund documents. The Management Fee is prorated for any period that is less than a full calendar quarter. The Adviser has waived or reduced Management Fees for certain investors, including “founders’ class” investors, employees, strategic partners, advisers and consultants, and others, and reserves the right to do so in the future as may be determined in the Adviser’s sole discretion. Performance Fees. SH GP is generally entitled to receive a performance fee (a “Performance Fee”) of 20% of the net profits (including realized and unrealized gains) of the SH Funds, if any. The Adviser is generally entitled to receive a performance fee of 30% of the net profits (including realized and unrealized gains) of the Stony Creek Funds, if any, which fee is subject to reduction by an amount equal to the Management Fee paid by the Stony Creek Funds for the relevant period. Performance Fees for the SH Funds and the Stony Creek Funds are calculated and paid at the end of each fiscal year or at the time of withdrawal after taking into account expenses of the relevant Fund (including any Management Fees, with respect to the SH Funds). The Adviser’s affiliates have waived or reduced Performance Fees for certain investors, including “founders’ class” investors, employees, strategic partners, advisers and consultants, and others, and reserve the right to do so in the future as may be determined in their sole discretion. Fund Expenses. Each Fund will bear its own expenses, including, without limitation, the relevant Management Fee; investment expenses, whether or not such investments are consummated (such as brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees and interest expenses); expenses related to the research, due diligence and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments, including, without limitation, the following: (i) investmentrelated travel expenses (which are travel expenses related to the purchase, sale or transmittal of, or due diligence regarding, the Fund’s investments, whether or not such investments are consummated, incurred by the Adviser or its affiliates), (ii) professional fees (including, without limitation, fees and expenses of consultants, investment bankers, attorneys, accountants and other experts, as well as fees and expenses of proxy solicitors, communications firms and government

relations firms) relating to investments, (iii) expenses associated with activist campaigns (including, without limitation, expenses related to event hosting and production, public presentations, public relations, public affairs and government relations, forensic and other analyses and investigations, proxy contests, solicitations and tender offers, and compensation, indemnification and other expenses of any nominees proposed by the Adviser as directors or executives of portfolio companies), (iv) third-party investment sourcing fees, and (v) research and market data (including, without limitation, any related computer hardware and connectivity hardware (e.g., Bloomberg terminals and telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data, and expenses related to obtaining, processing and analyzing “big data” or “alternative data”); fees and expenses relating to software tools, programs or other technology utilized in managing the Fund (including, without limitation, third-party software licensing, implementation, data management and recovery services, custom development costs, trading-related software, risk management software and technology, and software, technology, and services associated with generative artificial intelligence); administrative expenses (including, without limitation, fees and expenses of the relevant Fund’s administrator); legal expenses; external accounting and valuation expenses (including, without limitation, the cost of accounting software packages); audit and tax preparation expenses; costs related to directors and officers insurance and errors and omissions insurance for the Adviser and its affiliates; costs incurred to comply with the rules under Sections 1471-1474 of the Internal Revenue Code or other similar law (whether imposed on the Fund, the Adviser or its affiliates); corporate licensing; regulatory expenses (including, without limitation, expenses relating to compliance and preparation of regulatory filings (e.g., Form PF filings), and related fees and expenses of consultants); organizational expenses; expenses incurred in connection with the offering and sale of the interests and other similar expenses related to the Fund; indemnification expenses; and extraordinary expenses. Generally, Fund expenses, other than the relevant Management Fee, certain taxes and any expenses that the Adviser or the general partner of the Fund (if applicable) determines in its sole discretion should be allocated to a particular investor, will be charged to all investors on a pro rata basis. Expenses for research-related products and services are paid through “soft dollars” generated by the relevant Fund. To the extent that expenses to be borne by a Fund are paid by the Adviser or its affiliates, the Fund will reimburse such party for such expenses. For a discussion of the Adviser’s brokerage practices, including a discussion of soft dollar arrangements and commissions and trading costs, please see Item 12. Neither the Adviser nor any of its supervised persons accepts compensation for the sale of securities or other investment products.

The Adviser generally seeks to manage long portfolios along three themes: (i) assets acquired at a discount to fair value where the Adviser will work to surface value (“activist investing”), (ii) assets acquired at a discount to fair value with an embedded catalyst and (iii) high quality businesses purchased at discounted prices. The Adviser will generally have a multi-year view of potential value creation in a given investment. The short portfolios managed by the Adviser will generally be comprised of: (i) standalone “alpha shorts” of businesses perceived to be overvalued and facing secular or structural challenges or using aggressive or misleading accounting, (ii) sector hedges designed to mitigate potential excessive sector exposure, and (iii) broader equity or credit market hedges. Risks Relating to the Adviser’s Investment Strategy The Adviser’s investment strategy is speculative and may entail substantial risks. Since market risks are inherent in all securities investments to varying degrees, there can be no assurance that the Adviser’s investment objectives will be achieved. In fact, certain investment practices described above can, in some circumstances, potentially increase the adverse impact on investment portfolios managed by the Adviser. The following list of risk factors relates only to the Adviser’s investment strategy and does not purport to be a complete enumeration or explanation of the risks involved in an investment in any of the Funds, including the general business and regulatory risks of an investment in private

investment funds, operational risks, general market risks, general credit risks, liquidity risks, or other risks. Risk of Loss. No guarantee or representation is made that the Adviser’s investment program, including, without limitation, the Adviser’s investment objectives, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past investment results of the Adviser (or investments otherwise made by the investment professionals of the Adviser) are not necessarily indicative of their future performance. General Economic and Market Conditions. The success of the Adviser’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to the taxation of investments), trade barriers, tariffs, import/export controls, currency exchange controls, and national and international political circumstances (including wars, terrorist acts, immigration policies or security operations). These factors may affect the level and volatility of the prices and the liquidity of investments. Volatility or illiquidity could impair profitability or result in losses. Portfolios managed by the Adviser may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Activist. The success of the Adviser’s activist investment strategy depends upon, among other things: (i) the Adviser’s ability to properly identify portfolio companies whose securities prices can be improved through corporate and/or strategic action; (ii) the Adviser’s ability to acquire sufficient securities of such portfolio companies at a sufficiently attractive price; (iii) the Adviser’s ability to avoid triggering anti-takeover and regulatory obstacles while aggregating its position; (iv) the willingness of the management of such portfolio companies and other security holders to respond positively to the Adviser’s proposals; and (v) favorable movements in the market price of any such portfolio company’s securities in response to any actions taken by such portfolio company. There can be no assurance that any of the foregoing will occur. Corporate governance strategies may prove ineffective for a variety of reasons, including: (i) opposition of the management or investors of the subject company, which may result in litigation and may erode, rather than increase, the value of the subject company; (ii) intervention of a governmental agency; (iii) efforts by the subject company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) market conditions resulting in material changes in the prices of securities; (v) the presence of corporate governance mechanisms such as staggered boards, poison pills and classes of stock with increased voting rights; and (vi) the necessity for compliance with applicable securities laws. In addition, opponents of a proposed corporate governance change may seek to involve regulatory agencies in investigating the transaction, the Adviser, or its clients, and such regulatory agencies may independently investigate the participants in a transaction, including the Adviser or its clients, as to compliance with securities or other law. Furthermore, successful execution of a corporate governance strategy may depend on the active cooperation of investors and others with an interest in the subject company. Some investors may have interests which diverge significantly from those of the Adviser’s clients, and some of those parties may be indifferent to the proposed changes. Moreover, securities that the Adviser believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the timeframe the

Adviser anticipates, even if a corporate governance strategy is successfully implemented. Even if the prices for a portfolio company’s securities have increased, no guarantee can be made that there will be sufficient liquidity in the markets to allow the Adviser’s clients to dispose of all or any of their securities therein or to realize any increase in the price of such securities. Event-Driven. The success of the Adviser’s event-driven investment strategy depends upon the Adviser’s ability to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as the Adviser had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring that promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a U.S. federal, state or non-U.S. regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable U.S. federal, state or non-U.S. securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of event-driven investing, the results of the Adviser’s investment strategy may be expected to fluctuate from period to period. Accordingly, the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Long/Short. The success of the Adviser’s long/short investment strategy depends upon the Adviser’s ability to identify and purchase securities for the portfolios it manages that are undervalued and identify and sell short securities that are overvalued. The identification of investment opportunities in the implementation of the Adviser’s long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying positions in securities were to fail to converge toward, or were to diverge further from values expected by the Adviser, a loss may be incurred. In the event of market disruptions, significant losses can be incurred, which may force the Adviser to close out one or more positions in the portfolios that it manages. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Adviser’s long/short strategies may become outdated and inaccurate as market conditions change. Short Selling. General Risk. The success of the Adviser’s short-selling investment strategy depends upon the Adviser’s ability to identify and sell short securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price

of the underlying security could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short position. Borrowing and Counterparty Risk. There can be no assurance that the Adviser will be able to maintain the ability to borrow securities sold short for the Funds. In such cases, the relevant Fund can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Even though the Adviser secures a "good borrow" of the security sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing the relevant Fund to purchase the security at the then-prevailing market price, which may be higher than the price at which such security was originally sold short. In addition, the relevant Fund may be required to provide additional margin to its counterparties, including its prime brokers, on short notice if the price of a security underlying a short position suddenly rises. If the relevant Fund is unable to deliver the additional margin required, the Fund may need to prematurely close out the short position at unattractive prices, thereby resulting in a substantial loss. Depending on the timing and magnitude of a price increase in respect of an open short position, the Fund may be required to liquidate long positions to meet margin requirements, thereby further increasing the losses (or decreasing the gains) of the relevant Fund. Further, fees charged for borrowing securities may be substantial, and will decrease any gains (or increase losses) associated with a short position. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the OTC market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the relevant Fund may be entirely dependent on the willingness of OTC market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Short-Squeeze Risk. A so-called “short squeeze” can occur when the price of securities in which an investor has an open short position rises sharply in a short time frame. The rapid rise may be a result of (i) multiple short sellers seeking to cover their short positions in the same time frame by purchasing the security, resulting in a rapid price increase; (ii) market participants collectively purchasing a significant amount of shares, thereby causing a substantial increase in the price of such securities; or (iii) one or more lenders of a security that was used to facilitate a short position suddenly demanding the return of the security that has been loaned. A “short squeeze” may result in the Adviser having to prematurely close out a short position at relatively unattractive high prices, resulting in a substantial loss to the relevant client. Further, the risk of a "short squeeze" likely will increase if other short sellers, market participants and/or lenders become aware of the client’s short positions, including as a result of legally required reporting with respect ownership of options to purchase the underlying security being shorted.

Certain market participants, such as retail investors, may speculate by purchasing securities subject to a short squeeze, thereby driving the price even higher. If such speculation is conducted in a coordinated or targeted manner, for example, through social media platforms, losses could be material. Legal Restrictions and Reporting-Related Risk. Certain jurisdictions have enacted restrictions on short selling (including wholesale bans, at times) as well as public disclosure requirements. If additional short selling restrictions and disclosure requirements are enacted, the prices of the instruments may be materially affected and the ability of the Adviser to take advantage of opportunities for short selling may be significantly reduced. Long-Term. The success of the Adviser’s long-term investment strategy depends upon the Adviser’s ability to identify and purchase securities that are undervalued and hold such investments so as to maximize value on a long-term basis. In pursuing any long-term strategy, the Adviser may forego value in the short-term or temporary investments in order to be able to avail the Adviser of additional and/or longer-term opportunities in the future. Consequently, the Adviser may not capture maximum available value in the short term, which may be disadvantageous, for example, for investors who withdraw all or a portion of their investment from the portfolios managed by the Adviser before such long-term value may be realized. Proxy Contests and Unfriendly Transactions. The Adviser may purchase securities of a company that is the subject of a proxy contest on the expectation that new management will be able to improve the company’s performance or effect a sale or liquidation of its assets so that the price of the company’s securities will increase. If the incumbent management of the company is not defeated or if new management is unable to improve the company’s performance or sell or liquidate the company, the market price of the company’s securities will typically fall, which may cause a loss. In addition, where an acquisition or restructuring transaction or proxy fight is opposed by the subject company’s management, the transaction often becomes the subject of litigation. Such litigation involves substantial uncertainties and may impose substantial cost and expense on the company participating in the transaction. Leverage and Borrowing. Leverage for Investment Purposes. Although the Adviser is generally expected to employ not more than a moderate amount of margin leverage in pursuit of its investment strategy on behalf of its clients, the Adviser has the authority to trade on margin and is not prohibited from employing more significant amounts of leverage. The Adviser also has the authority to borrow, utilize derivatives and otherwise obtain leverage from brokers, banks and others on a secured or unsecured basis. The Adviser may utilize leverage to the extent it deems appropriate. The use of leverage will allow the Adviser to make additional investments on behalf of its clients, thereby increasing exposure to assets, such that its total assets may be greater than its capital. However, leverage will also magnify the volatility of changes in the value of the portfolios managed by the Adviser. The effect of the use of leverage by the Adviser in a market that moves adversely to its investments could result in substantial losses, which would be greater than if leveraged were not used.

Borrowing for Cash Management Purposes. Funds managed by the Adviser generally have the authority to borrow for cash management purposes, such as to satisfy withdrawal requests. The rates at and terms on which a Fund can borrow will affect the operating results of the Fund. Collateral. The instruments and borrowings utilized by the Adviser to leverage investments may be collateralized by all or a portion of a client’s portfolio. Accordingly, the Adviser may pledge securities held by a client in order to borrow or otherwise obtain leverage for investment or other purposes. Should the securities pledged to brokers to secure margin accounts decline in value, the client could be subject to a “margin call”, pursuant to which the client must either deposit additional funds or securities with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. The banks and dealers that provide financing can apply essentially discretionary margin, “haircut”, financing and collateral valuation policies. Changes by counterparties in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. Lenders that provide other types of asset-based or secured financing may have similar rights. There can be no assurance that the Adviser will be able to secure or maintain adequate financing for the benefit of its clients. Costs. Borrowings will be subject to interest, transaction and other costs, and other types of leverage also involve transaction and other costs. Any such costs may or may not be recovered by the return on the relevant portfolio. Lending of Portfolio Securities. The Adviser may direct an account to lend securities on a collateralized and an uncollateralized basis from its portfolio to securities firms and financial institutions. While a securities loan is outstanding, the account will continue to receive the equivalent of the interest or dividends paid by the issuer on the securities, as well as interest on the investment of the collateral or a fee from the borrower. The risks in lending securities, as with other extensions of secured credit, if any, consist of possible delay in receiving additional collateral, if any, or in recovery of the securities or possible loss of rights in the collateral, if any, should the borrower fail financially. Diversification and Concentration. The Adviser may select investments that are concentrated in a limited number or types of securities. In addition, a portfolio may become significantly concentrated in securities related to a single or a limited number of issuers, industries, sectors, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose the portfolio to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such securities. Lack of Control. The Adviser may direct an account to invest in debt instruments and equity securities of companies that it does not control, which the account 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 the Adviser 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 the interests of the relevant account. In addition, the Adviser may share control over certain investments with co-investors, which may make it more

difficult for the Adviser 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 relevant portfolio and the investments therein. Hedging Transactions. The Adviser may direct an account to utilize securities for risk management purposes in order to: (i) protect against possible changes in the market value of the relevant investment portfolio resulting from fluctuations in the markets and changes in interest rates; (ii) protect unrealized gains in the value of an investment portfolio; (iii) facilitate the sale of any securities; (iv) enhance or preserve returns, spreads or gains on any security in the relevant investment portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on securities; (vii) protect against any increase in the price of any securities to be purchased at a later date; or (viii) act for any other reason that the Adviser deems appropriate. The Adviser will not be required to hedge any particular risk in connection with a particular transaction or its portfolio generally. The Adviser may be unable to anticipate the occurrence of a particular risk and, therefore, may be unable to attempt to hedge against it. While the Adviser may enter into hedging transactions on behalf of its clients to seek to reduce risk, such transactions may result in a poorer overall performance for the Adviser than if it had not engaged in any such hedging transaction. Moreover, the portfolio will always be exposed to certain risks that cannot be hedged. Discretion of the Adviser; New Strategies and Techniques. While the Adviser will generally seek to employ the representative investment strategies and techniques discussed herein, the Adviser (subject to the policies and control of the client’s general partner, if applicable) has considerable discretion in the types of securities that it may trade on behalf of its clients and has the right to modify the investment strategies and techniques of the Adviser without the consent of investors. New investment strategies and techniques may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings that could result in unsuccessful trades and, ultimately, losses to the relevant investment portfolio. In addition, any new investment strategy or technique developed by the Adviser may be more speculative than earlier investment strategies and techniques and may involve material and as-yet-unanticipated risks that could increase the risk of an investment with the Adviser. Risks Related to Specific Investments Equity Securities Generally. The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, a portfolio may suffer losses if it is invested in equity instruments of issuers whose performance diverges from the Adviser’s expectations or if equity markets generally move in a single direction and the Adviser has not hedged against such a general move. The Adviser’s clients also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities, exchange offers in connection with a split-off or private placements, delivering marketable common stock or other securities upon conversions of convertible securities or upon the tender of securities through an exchange offer and registering restricted securities for public resale. Undervalued Securities. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and

can result in substantial losses. Returns generated from the Adviser’s investment strategy may not adequately compensate for the business and financial risks assumed. Derivative Instruments. Certain swaps, warrants, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, credit risk, legal risk and operations risk. The regulatory and tax environment for derivative instruments is evolving, and changes in the regulation or taxation of such instruments may have a material adverse effect on portfolios managed by the Adviser. Regulation in the Derivatives Industry. There are many rules related to derivatives that may negatively impact the Adviser’s clients, such as requirements related to recordkeeping, reporting, portfolio reconciliation, central clearing, minimum margin for uncleared over-the-counter (“OTC”) instruments and mandatory trading on electronic facilities, and other transaction-level obligations. Parties that act as dealers in swaps, are also subject to extensive business conduct standards, additional “know your counterparty” obligations, documentation standards and capital requirements. All of these requirements add costs to the legal, operational and compliance obligations of the Adviser and its clients, and increase the amount of time that the Adviser spends on non-investment-related activities. Requirements such as these also raise the costs of entering into derivative transactions, and these increased costs will likely be passed on to the Adviser’s clients. These rules are operationally and technologically burdensome for the Adviser and its clients. These compliance obligations require employee training and use of technology, and there are operational risks borne by the Adviser’s clients in implementing procedures to comply with many of these additional obligations. These regulations may also result in the Adviser forgoing the use of certain trading counterparties (such as broker-dealers and futures commission merchants (“FCMs”)), as the use of other parties may be more efficient for Adviser’s clients from a regulatory perspective. However, this could limit the Adviser’s trading activities, create losses, preclude the Adviser’s clients from engaging in certain transactions or prevent the Adviser from trading at optimal rates and terms. Many of these requirements were implemented pursuant to the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the EU Regulation on OTC Derivatives, Central Counterparties and Trade Repositories (known as the European Market Infrastructure Regulation, or “EMIR”) and similar regulations globally. In the United States, the regulatory responsibility for derivatives is divided between the SEC and the Commodity Futures Trading Commission (the "CFTC"), a distinction that does not exist in any other jurisdiction. The SEC has regulatory authority over “security-based swaps” and the CFTC has regulatory authority over “swaps”. EMIR is being implemented in phases through the adoption of delegated acts by the European Commission. As a result of the SEC and CFTC bifurcation and the different pace at which the SEC, the CFTC, the European Commission and other international regulators have promulgated necessary regulations, different transactions are subject to different levels of regulation. Though many rules and regulations have been finalized, there are others, particularly

SEC regulations with respect to security-based swaps, that are still in the proposal stage or are expected to be introduced in the future. The following describes derivatives regulations that may have the most significant impact on the Adviser’s clients: Reporting Most swap transactions have become subject to anonymous “real time reporting” requirements, meaning that information relating to transactions entered into by the Adviser’s clients will become visible to the market in ways that may impair the Adviser’s ability to enter into additional transactions for its clients at comparable prices or could enable competitors to “front run” or replicate the Adviser’s strategies. Central Clearing In order to mitigate counterparty risk and systemic risk in general, various U.S. and international regulatory initiatives are underway to require certain derivatives to be cleared through central clearinghouses. In the United States, clearing mandates affect certain interest rate and credit default swaps. The CFTC and the SEC may introduce clearing requirements for additional classes of derivatives in the future. EMIR also requires OTC derivatives contracts meeting specific criteria to be cleared through central counterparties. While such clearing requirements may be beneficial for the Adviser’s clients in many respects (for instance, they may reduce the counterparty risk to the dealers to which the Adviser’s clients would be exposed under non-cleared derivatives), the Adviser’s clients could be exposed to new risks, such as the risk that an increasing percentage of derivatives will be required to be standardized and/or cleared through central clearinghouses, and, as a result, the Adviser may not be able to hedge risks on behalf of its clients or express an investment view as well as it would have been able to had it used customizable derivatives available in the over-the-counter markets. The Adviser may have to split its clients’ derivatives portfolios between centrally cleared and over-the-counter derivatives, which may result in operational inefficiencies and an inability to offset risk between centrally cleared and over-the counter positions, and which could lead to increased costs. Another risk is that the Adviser’s clients may be subject to more onerous and more frequent (daily or even intraday) margin calls from both the FCM and the clearinghouse. Virtually all margin models utilized by the clearinghouses are dynamic, meaning that unlike traditional bilateral swap contracts where the amount of initial margin posted on the contract is typically static throughout the life of the contract, the amount of the initial margin that is required to be posted in respect of a cleared contract will fluctuate, sometimes significantly, throughout the life of the contract. The dynamic nature of the margin models utilized by the clearinghouses and the fact that the margin models might be changed at any time may subject the Adviser’s clients to an unexpected increase in collateral obligations by

clearinghouses during a volatile market environment, which could have a detrimental effect. Clearinghouses also limit collateral that they will accept to cash, U.S. treasuries and, in some cases, other highly rated sovereign and private debt instruments, which may require the Adviser’s clients to borrow eligible securities from a dealer to meet margin calls and raise the costs of cleared trades. In addition, clearinghouses may not allow the Adviser’s clients to portfolio-margin its positions, which may increase costs. Although standardized clearing for derivatives is intended to reduce counterparty risk (for instance, it may reduce the counterparty risk to the dealers to which the Adviser’s clients would have been exposed under OTC derivatives), it does not eliminate risk. Derivatives clearing may also lead to concentration of counterparty risk, namely in the clearinghouse and the FCM, subjecting the Adviser’s clients to the risk that the assets of the FCM are insufficient to satisfy all of the FCM’s payment obligations, leading to a payment default. The failure of a clearinghouse or FCM could have a significant impact on the financial system. Even if a clearinghouse does not fail, large losses could force significant capital calls on FCMs during a financial crisis, which could lead FCMs to default and thus worsen the crisis. Swap Execution Facilities In addition to the central clearing requirement, certain swap transactions are required to trade on regulated electronic platforms such as swap execution facilities (“SEFs”), which require the Adviser’s clients to become subject to regulation by these venues and subject the Adviser’s clients to the jurisdiction of the CFTC. CFTC rules governing the operation of SEFs continue to evolve; the SEC has yet to finalize rules related to security-based SEFs. The EU regulatory framework governing derivatives is set not only by EMIR but also a legislative package known as a recast of the Markets in Financial Instruments Directive (“MiFID II”). Among other things, MiFID II requires transactions in derivatives to be executed on regulated trading venues. It is not clear whether these trading venues will benefit or impede liquidity, or how they will fare in times of market stress. Trading on these trading venues may increase the pricing discrepancy between assets and their hedges as products may not be able to be executed simultaneously, therefore increasing basis risk. It may also become relatively expensive for the Adviser’s clients to obtain tailored swap products to hedge particular risks in its portfolio due to higher collateral requirements on bilateral transactions as a result of these regulations. Margin Requirements for Non-Cleared Swaps Rules issued by U.S., EU and other regulators globally (the “Margin Rules”) impose various margin requirements on all swaps that are not centrally cleared, including the establishment of minimum amounts of initial margin that must be posted, and, in some cases, the mandatory segregation of initial margin with a third16

party custodian. Although the Margin Rules are intended to increase the stability of the derivatives market, the overall amount of margin that the Adviser’s clients will be required to post to swap counterparties may increase by a material amount, and as a result the Adviser may not be able to deploy capital for its clients as effectively. Additionally, to the extent a client is required to segregate initial margin with a third party custodian, additional costs will be incurred. Call and Put Options. The Adviser’s clients may incur risks associated with the sale and purchase of call options and put options. Under a conventional cash-settled option, the purchaser of the option pays a premium in exchange for the right to receive upon exercise of the option (i) in the case of a call option, the excess, if any, of the reference price or value of the underlier (as determined pursuant to the terms of the option) above the option's strike price or (ii) in the case of a put option, the excess, if any, of the option's strike price above the reference price or value of the underlier (as so determined). Under a conventional physically-settled option structure, the purchaser of a call option has the right to purchase a specified quantity of the underlier at the strike price, and the purchaser of a put option has the right to sell a specified quantity of the underlier at the strike price. A purchaser of an option may suffer a total loss of premium (plus transaction costs) if that option expires without being exercised. An option's time value (i.e., the component of the option's value that exceeds the in-the-money amount) tends to diminish over time. Even though an option may be in-the-money to the purchaser at various times prior to its expiration date, the purchaser's ability to realize the value of an option depends on when and how the option may be exercised. For example, the terms of the transaction may provide for the option to be exercised automatically if it is in-the-money on the expiration date. Conversely, the terms may require timely delivery of a notice of exercise, and exercise may be subject to other conditions (such as the occurrence or nonoccurrence of certain events, such as knock-in, knock-out or other barrier events) and timing requirements, including the "style" of the option. Uncovered option writing (i.e., selling an option when the seller does not own a like quantity of an offsetting position in the underlier) exposes the seller to potentially significant loss. The potential loss of uncovered call writing is unlimited. The seller of an uncovered call may incur large losses if the reference price or value of the underlier increases above the exercise price by more than the amount of any premiums earned. As with writing uncovered calls, the risk of writing uncovered put options is substantial. The seller of an uncovered put option bears a risk of loss if the reference price or value of the underlier declines below the exercise price by more than the amount of any premiums earned. Such loss could be substantial if there is a significant decline in the value of the underlier. Warrants. Warrants generally are exercisable for a certain period of time at a certain purchase price that is based on the valuation of a certain security as of a certain date. In the event that the price per share of such security does not exceed the exercise price of a warrant during the period when such warrant is exercisable, the warrants may not have any value. Additionally, until the Adviser’s client acquires such security upon exercise of all or a portion of the warrant, such warrant generally will not provide the Adviser’s client

with any rights of a holder of such security. Furthermore, upon exercise of such warrant, the Adviser’s client generally will be entitled to exercise the rights of a holder of such security only as to matters of which the date to exercise such rights occurs on or after the exercise date. Index or Index Options. The value of an index or index option fluctuates with changes in the market values of the assets included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular asset, whether the relevant portfolio will realize appreciation or depreciation from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the assets generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular assets. Index Futures. The price of index futures contracts may not correlate perfectly with the movement in the underlying index because of certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, shareholders may close futures contracts through offsetting transactions that would distort the normal relationship between the index and futures markets. Second, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market also may cause price distortions. Successful use of index futures contracts also is subject to the Adviser’s ability to correctly predict movements in the direction of the market. Swaps. Whether the Adviser’s use of swap agreements or options on swap agreements (“swaptions”) will be successful will depend on the Adviser’s ability to select appropriate transactions for its clients. Swap agreements and swaptions can be individually negotiated and structured to include exposure to a variety of different types of investments, asset classes or market factors. Depending on their structure, swap agreements may increase or decrease the holder’s exposure to, for example, equity securities, long-term or short-term interest rates, non-U.S. currency values, credit spreads or other factors. Swap agreements can take many different forms and are known by a variety of names. Swap transactions may be highly illiquid and may increase or decrease the volatility of the relevant portfolio. Moreover, the relevant portfolio bears 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. The relevant portfolio will also bear the risk of loss related to swap agreements, for example, for breaches of such agreements or the failure to post or maintain required collateral. It is possible that developments in the swap markets, including potential government regulation, could adversely affect the Adviser’s ability to terminate swap transactions or to realize amounts to be received under such transactions. Credit Default Swaps. Credit default swaps can be used to implement the Adviser’s view that a particular credit, or group of credits, will experience credit improvement or deterioration. In the case of expected credit improvement, the relevant portfolio may sell credit default protection in which it receives a premium to take on the risk. In such an instance, the obligation to make payments upon the occurrence of a credit

event creates leveraged exposure to the credit risk of the referenced entity. The relevant portfolio may also buy credit default protection with respect to a referenced entity if, in the Adviser’s judgment, there is a high likelihood of credit deterioration. In such instance, the portfolio will pay a premium regardless of whether there is a credit event. Futures Contracts. The value of futures contracts depends upon the price of the securities, such as commodities, underlying them. The prices of futures contracts are highly volatile, and price movements of futures contracts can be influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, as well as national and international political and economic events and policies. In addition, investments in futures contracts are also subject to the risk of the failure of any of the exchanges on which the positions trade or of its clearing houses or counterparties. 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 particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Adviser from promptly liquidating unfavorable positions and subject the relevant portfolio to substantial losses or prevent it from entering into desired trades. Also, low margin or premiums normally required in such trading may provide a large amount of leverage, and a relatively small change in the price of a security or contract can produce a disproportionately larger profit or loss. In extraordinary circumstances, a futures exchange or the CFTC could suspend trading in a particular futures contract, or order liquidation or settlement of all open positions in such contract. Forward Contracts. The Adviser may enter into forward contracts and options thereon on behalf of its clients, including non-deliverable forwards. The principals who deal in the forward contract market are not required to continue to make markets in such contracts. There have been periods during which certain participants in forward markets have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. The imposition of credit controls or price risk limitations by governmental authorities may limit such forward trading to less than that which the Adviser would otherwise recommend, to the possible detriment of the relevant portfolio. In forward trading, the relevant portfolio will be subject to the risk of the failure of, or the inability or refusal to perform with respect to its forward contracts by, the principals with which the relevant portfolio trades. Assets on deposit with such principals will also generally not be protected by the same segregation requirements imposed on certain regulated brokers in respect of customer funds on deposit with them. The Adviser may order trades in such markets through agents. Accordingly, the insolvency or bankruptcy of such parties could also subject the relevant portfolio to the risk of loss. Contracts for Differences. Contracts for differences (“CFDs”) are privately negotiated contracts between two parties, buyer and seller, stipulating that the seller will pay to or receive from the buyer the difference between the nominal value of the underlying

instrument at the opening of the contract and that instrument’s value at the end of the contract. The underlying instrument may be a single security, stock basket or index. A CFD can be set up to take either a short or long position on the underlying instrument. The buyer and seller are both required to post margin, which is adjusted daily. The buyer will also pay to the seller a financing rate on the notional amount of the capital employed by the seller less the margin deposit. As is the case with trading any financial instrument, there is the risk of loss associated with trading a CFD. There may be liquidity risk if the underlying instrument is illiquid because the liquidity of a CFD is based on the liquidity of the underlying instrument. A further risk is that adverse movements in the underlying security will require the posting of additional margin. CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract may be reduced. Entry into a CFD transaction may, in certain circumstances, require the payment of an initial margin and adverse market movements against the underlying stock may require additional margin payments. CFDs may be considered illiquid. To the extent that there is an imperfect correlation between the return on a client’s obligation to its counterparty under the CFDs and the return on related assets in its portfolio, the CFD transaction may increase financial risk. Preferred Stock. Investments in preferred stock involve risks related to priority in the event of bankruptcy, insolvency or liquidation of the issuing company and how dividends are declared. Preferred stock ranks junior to debt securities in an issuer’s capital structure and, accordingly, is subordinate to all debt in bankruptcy. Preferred stock generally has a preference as to dividends. Such dividends are generally paid in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions. Initial Public Offerings. Investments in initial public offerings (or shortly thereafter) may involve higher risks than investments issued in secondary public offerings or purchases on a secondary market due to a variety of factors, including, without limitation, the limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the issuer and limited operating history of the issuer. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. These factors may contribute to substantial price volatility for such securities and, thus, for the value of the relevant portfolios. 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 portfolio is called for redemption, the portfolio will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party.

Any of these actions could have an adverse effect on the Adviser’s ability to achieve its investment objective on behalf of its clients. American Depositary Receipts and Global Depositary Receipts. 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 unsponsored 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 non-exchangeability), 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 nonU.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. Master Limited Partnerships. An investment in a master limited partnership (“MLP”) unit involves risks that differ from those associated with investments in similar equity securities, such as common stock of a corporation. Holders of MLP units usually have the rights typically afforded to limited partners in a limited partnership, and as such have limited control and voting rights on matters affecting the partnership. In addition, there is the risk that an MLP could be, contrary to its intention, taxed as a corporation, resulting in decreased returns from such MLP. Further, conflicts of interest may exist between common unit holders, subordinated unit holders and the general partner of the MLP, including those arising from incentive distribution payments. The Funds may enter into total return swaps designated to replicate the performance of certain MLPs. Real Estate-Related Securities. Securities issued by entities which invest in real estate, including “real estate investment trusts” (“REITs”), generally will be subject to the risks incident to the ownership and operation of commercial real estate and/or risks incident to the making of nonrecourse mortgage loans secured by real estate. Such risks include, without limitation, the risks associated with both the domestic and international general economic climates; local real estate conditions; risks due to dependence on cash flow; risks and operating problems arising out of the absence of certain construction materials; changes in supply of, or demand for, competing properties in an area (as a result, for instance, of overbuilding); the financial condition of tenants, buyers and sellers of properties; changes in availability of debt financing; energy and supply shortages; changes in the tax, real estate, environmental, and zoning laws and regulations; various uninsured or uninsurable risks; natural disasters; and the ability of the Adviser or third-party borrowers to manage the real properties. In addition, the relevant portfolio may incur the burdens

of ownership of real property, which include the paying of expenses and taxes, maintaining such property and any improvements thereon, and ultimately disposing of such property. Unlisted Securities. Unlisted securities may involve higher risks than listed securities. Because of the absence of any trading market for unlisted securities, it may take longer to liquidate, or it may not be possible to liquidate, positions in unlisted securities than would be the case for publicly traded securities. Companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. Debt Securities Generally. Debt securities of all types of issuers may have speculative characteristics, regardless of whether they are rated. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal in accordance with the terms of the obligations. Dealer Market Making. The value of fixed-income investments will be affected by general fixed income market conditions, such as the volatility and liquidity of the fixed income market, which are affected by the ability of dealers to “make a market” in fixed-income investments. In recent years, the market for bonds has significantly increased while dealer inventories have significantly decreased, relative to market size. This reduction in dealer inventories may be attributable to regulatory changes, such as capital requirements, and is expected to continue. As dealers’ inventories decrease, so does their ability to make a market (and, therefore, create liquidity) in the fixed income market. Especially during periods of rising interest rates, this could result in greater volatility and illiquidity in the fixed income market, which could impair the investment strategy’s profitability or result in losses. Interest Rate Risk. Changes in interest rates can affect the value of investments in fixed-income instruments. Increases in interest rates may cause the value of debt investments to decline. Portfolios may experience increased interest rate risk to the extent they invest, if at all, in lower-rated instruments, debt instruments with longer maturities, debt instruments paying no interest (such as zero-coupon debt instruments) or debt instruments paying non-cash interest in the form of other debt instruments. Prepayment Risk. The frequency at which prepayments (including voluntary prepayments by the obligors and accelerations due to defaults) occur on debt instruments will be affected by a variety of factors including the prevailing level of interest rates and spreads as well as economic, demographic, tax, social, legal and other factors. Generally, obligors tend to prepay their fixed rate obligations when prevailing interest rates fall below the coupon rates on their obligations. Similarly, floating rate issuers and borrowers tend to prepay their obligations when spreads narrow. In general, “premium” securities (securities whose market values exceed their principal or par amounts) are adversely affected by faster than anticipated prepayments, and “discount” securities (securities whose principal or par amounts exceed their market values) are adversely affected by slower than anticipated prepayments. Since many fixed rate obligations will be discount instruments when interest rates and/or spreads are high, and will be premium instruments when interest rates and/or spreads are low, such

debt instruments may be adversely affected by changes in prepayments in any interest rate environment. The adverse effects of prepayments may impact a portfolio in two ways. First, particular investments may experience outright losses, as in the case of an interestonly instrument in an environment of faster actual or anticipated prepayments. Second, particular investments may underperform relative to hedges that the Adviser may have constructed for these investments, resulting in a loss to the overall portfolio. In particular, prepayments (at par) may limit the potential upside of many instruments to their principal or par amounts, whereas their corresponding hedges often have the potential for unlimited loss. Zero-Coupon and Deferred Interest Bonds. Zero-coupon bonds and deferred interest bonds are debt obligations issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance. While zero-coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. Such investments experience greater volatility in market value due to changes in interest rates than debt obligations that provide for regular payments of interest. High-Yield. Bonds or other fixed-income securities that are “higher yielding” (including non-investment grade) debt securities are generally not exchangetraded and, as a result, these securities trade in the over-the-counter marketplace, which is less transparent and has wider bid/ask spreads than the exchange-traded marketplace. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions, which could lead to the issuer’s inability to meet timely interest and principal payments. High-yield securities are generally more volatile and may or may not be subordinated to certain other outstanding securities and obligations of the issuer, which may be secured by substantially all of the issuer’s assets. High-yield securities may also not be protected by financial covenants or limitations on additional indebtedness. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities may be highly leveraged and may not have available to them more traditional methods of financing. In addition, the Adviser may make investments on behalf of its clients in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. The Adviser may make investments on behalf of its clients in obligations of issuers that are generally trading at significantly higher yields than had been historically typical of the applicable issuer’s obligations. Such investments may include debt obligations that have a heightened probability of being in covenant or payment default in the future or that are currently in default and are generally considered speculative. The

repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Typically such workout or bankruptcy proceedings result only in partial recovery of cash payments or an exchange of the defaulted security for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. Corporate Debt. Bonds, notes and debentures issued by corporations may pay fixed, variable or floating rates of interest, and may include zero-coupon obligations. Corporate debt instruments may be subject to credit ratings downgrades. Other instruments may have the lowest quality ratings or may be unrated. In addition, the interest in kind may be paid in connection with investments in corporate debt and related financial instruments (e.g., the principal owed in connection with a debt investment may be increased by the amount of interest due on such debt investment). Such investments may experience greater market value volatility than debt obligations that provide for regular payments of interest in cash and, in the event of a default, the relevant portfolio may experience substantial losses. Mezzanine Debt. Mezzanine debt is typically junior to the obligations of a company to senior creditors, trade creditors and employees. The ability of the Adviser to influence a company’s affairs, especially during periods of financial distress or following an insolvency, will be substantially less than that of senior creditors. Mezzanine debt instruments are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. Default rates for mezzanine debt instruments have historically been higher than for investment-grade instruments. In the event of the insolvency of a portfolio company or similar event, the debt investment therein will be subject to fraudulent conveyance, subordination and preference laws. Stressed Debt. Stressed issuers are issuers that are not yet deemed distressed or bankrupt and whose debt securities are trading at a discount to par, but not yet at distressed levels. An example would be an issuer that is in technical default of its credit agreement, or undergoing strategic or operational changes, which results in market pricing uncertainty. The market prices of stressed and distressed instruments are highly volatile, and the spread between the bid and the ask prices of such instruments is often unusually wide. Non-Performing Nature of Debt. Certain debt instruments may be nonperforming or in default. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to such debt instruments. Troubled Origination. When financial institutions or other entities that are insolvent or in serious financial difficulty originate debt, the standards by which such instruments were originated, the recourse to the selling institution, or the standards by which such instruments are being serviced or operated may be adversely affected.

Sovereign Debt. Several factors may affect (i) the ability of a government, its agencies, instrumentalities or its central bank to make payments on the debt it has issued (“Sovereign Debt”), including securities that the Adviser believes are likely to be included in restructurings of the external debt obligations of the issuer in question, (ii) the market value of such debt and (iii) the inclusion of Sovereign Debt in future restructurings, including such issuer’s (x) balance of trade and access to international financing, (y) cost of servicing such obligations, which may be affected by changes in international interest rates, and (z) level of international currency reserves, which may affect the amount of nonU.S. exchange available for external debt payments. Significant ongoing uncertainties and exposure to adverse conditions may undermine the issuer’s ability to make timely payment of interest and principal, and issuers may default on their Sovereign Debt. Equitable Subordination. Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “equitable subordination”). If the Adviser engages in such conduct, the relevant portfolio may be subject to claims from creditors of an obligor that debt held by the portfolio should be equitably subordinated. Distressed Obligations. The obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems (including companies involved in bankruptcy or other reorganization and liquidation proceedings) are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the risk that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate, recharacterize debt as equity or disenfranchise particular claims. Such companies’ obligations may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to the Adviser’s investments in any security. Obligations in which the Adviser invests on behalf of its clients may be less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that value of the assets collateralizing investments will be sufficient or that prospects for a successful reorganization or similar action will become available. In any reorganization or liquidation proceeding relating to a company in which the Adviser invests on behalf of its clients, the relevant portfolio may lose its entire investment, may be required to accept cash or securities with a value less than its original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from investments may not compensate

investors adequately for the risks assumed. In addition, under certain circumstances, payments and distributions may be disgorged if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security the value of which will be less than the purchase price of the security in respect to which such distribution was made. Exchange-Traded Funds. Exchange-Traded Funds (“ETFs”) are publicly traded unit investment trusts, open-end funds or depository receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad-based, sector, or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying securities they are designed to track. ETFs are also subject to certain additional risks, including, without limitation, the risk that their prices may not correlate perfectly with changes in the prices of the underlying securities they are designed to track, and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. Generally, each shareholder of an ETF bears a pro rata portion of the ETF’s expenses, including management fees. Accordingly, in addition to bearing their proportionate share of portfolio expenses (e.g., management fees and operating expenses), investors may also indirectly bear similar expenses of an ETF. Commodities. Factors affecting Commodities Prices. The values of commodities which underlie the commodity futures contracts and other types of financial instruments are generally affected by, among other factors, the cost of producing commodities, changes in consumer demand for commodities, the hedging and trading strategies of producers and consumers of commodities, speculative trading in commodities by commodity pools and other market participants, disruptions in commodity supply, weather and climate conditions, natural disasters, changes in interest rates, rates of inflation, currency devaluations and revaluations, embargoes, tariffs, technology changes, regulatory developments, political events, governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies, political and other global events and global economic factors. In addition, governments from time to time intervene, directly and by regulation, in certain markets, often with the intent to influence prices directly. The effects of governmental intervention may be particularly significant at certain times in certain markets and this intervention may cause these markets to move rapidly. The Adviser has no control over the factors that affect the price of commodities. Accordingly, the value of these investments could change substantially and in a rapid and unpredictable manner. Agricultural Commodities. Agricultural commodities are particularly sensitive to changes in, among other things, climate, crop and livestock health, world political events, government action (including export and import restrictions and embargoes), international and regional trade contracts, labor contracts, transportation systems and crop

predictions. Significant production declines and volume decreases of agricultural commodities can occur as a result of, among other things, hurricanes, tornadoes, floods, fires and other natural disasters. In addition, agricultural commodities are subject to price volatility as a result of disruptions relating to the facilities necessary to produce, transport, store and deliver the agricultural commodity. As a result, the net assets of the relevant portfolio may be affected by such factors. Precious Metals. Prices of precious metals (e.g., gold, silver, platinum and palladium) are affected by factors such as cyclical economic conditions, political events, and monetary policies of various governments and countries. In addition, certain precious metals are geographically concentrated, and events in those parts of the world in which such concentration exists may affect their values. Gold and other precious metals are also subject to governmental action for political reasons. The markets for precious metals are volatile and there may be sharp fluctuations in prices even during period of rising prices. Energy. Markets for energy-related commodities, including, without limitation, electricity, coal, natural gas, crude oil and other petroleum products, can be susceptible to substantial price fluctuations over short periods of time and are particularly affected by political events, natural disasters, exploration and development success or failure, and technological changes. In addition, significant short-term price volatility can be caused by the inability to store electricity, tariff regulation and consumer advocacy. Cash Commodities. Contracts governing the purchase and sale of specific physical commodities (known as “cash commodities”) for immediate or deferred delivery may differ from each other with respect to terms such as quantity, grade, mode of shipment, terms of payment, penalties and risk of loss. There is no limit on daily price movements of cash commodities and banks, brokerage firms, and dealers in cash commodities are not required to continue to make markets in any commodity. Lastly, the CFTC does not comprehensively regulate cash transactions, which are subject to the risk of the foregoing entities’ failure, inability or refusal to perform with respect to such contract. Currencies. A principal risk in trading currencies is the rapid fluctuation in the market prices of currency contracts. Prices of currency contracts are affected generally by relative interest rates, which in turn are influenced by a wide variety of complex and difficult to predict factors such as money supply and demand, balance of payments, inflation levels, fiscal policy, and political and economic events. In addition, governments from time to time intervene, directly and by regulation, in these markets, with the specific effect, or intention, of influencing prices which may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Bankruptcy Claims. The Adviser may direct clients to invest in the debt and equity of financially distressed companies. In the event that the issuer files for bankruptcy protection, the relevant account will likely be unable to sell its claims without realizing a significant loss and may be unable to recover current interest on such claims during the course of the bankruptcy case. The markets in U.S. bankruptcy claims are generally not regulated by U.S. federal securities laws or the SEC. To the extent debt investment is unsecured (i.e., has no collateral securing repayment), such claims may have a lower priority than secured claims (which have first recourse to the collateral

securing such claim). In addition, the debt of an issuer in bankruptcy may be adversely affected by an erosion of the issuer’s business and overall value. Accordingly, there can be no guarantee that a debtor will be able to satisfy all of its liabilities or that the account will be able to recover the entire amount of the bankruptcy claim. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to appear and be heard, there can be no assurance that a bankruptcy court would not approve actions that may be contrary to the interests of the Adviser’s clients (as creditors). Furthermore, there are instances where creditors lose their priority under Title 11 of the United States Code (the “Bankruptcy Code”) (i.e., are equitably subordinated) if, for example, they have engaged in misconduct that harms other creditors. In those cases where the Adviser or its clients are found to have engaged in such misconduct, the Adviser’s clients may lose their priority. Generally, the duration of a bankruptcy case can only be roughly estimated. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, the approval of the plan by creditors and confirmation of the plan by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and the Adviser’s clients; it is subject to unpredictable and lengthy delays; and during the process the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the issuer may not be able to reorganize and may be required to sell its assets either as a going concern or as part of a liquidation. As a result, even in those circumstances where the Adviser’s clients may recover the entire amount of their bankruptcy claims, they may be adversely impacted by any costs incurred in representing their interests in a debtor’s bankruptcy case. U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for the purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the Adviser’s influence with respect to a class of securities can be lost by virtue of the size of its clients’ claims relative to the claims of the entire class. In addition, certain administrative costs and claims that have priority by law over the claims of certain creditors (for example, claims for certain taxes) may impair the recovery of an investment in a bankruptcy claim. The Adviser will direct clients to invest some of their assets in securities of issuers domiciled, or assets located, globally. Investment in the debt of financially distressed companies domiciled outside the United States involves additional risks. Bankruptcy law and process may differ substantially from that in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. The Adviser, on behalf of its clients, may elect to serve on creditors’ committees, equityholders’ committees or other groups to ensure preservation or enhancement of its clients’ positions as creditors or equityholders. A member of any such committee or group may owe a fiduciary duty and be subject to certain obligations to all members the committee represents and/or to other similarly situated parties. The Adviser may resign from that committee or group for any reason,

including, for example, if the Adviser concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to its clients. In such case, clients of the Adviser may not realize the benefits, if any, of participation on the committee or group. In addition, if the Adviser’s clients are represented on a committee or group, they may be restricted or prohibited under applicable law from disposing of or increasing their investments in such company while it continues to be represented on such committee or group. The Adviser may purchase creditor claims subsequent to the commencement of a bankruptcy case for the portfolios of its clients. Under judicial decisions, it is possible that such purchase may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser. Additionally, the claim may be disallowed or subordinated if the bankruptcy court determines that the seller engaged in inequitable conduct that harmed other creditors. Reorganizations can be contentious and adversarial, and it is by no means unusual for participants to use the threat of litigation and to engage in litigation as a negotiating technique. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the Adviser’s clients. PIPE Transactions. Private investments in public companies whose stocks are quoted on stock exchanges or which trade in the over-the-counter securities market, a type of investment commonly referred to as a “PIPE” transaction, may be entered into with smaller capitalization public companies, which will entail business and financial risks comparable to those of investments in the publicly-issued securities of smaller capitalization companies, which may be less likely to be able to weather business or cyclical downturns than larger companies and are more likely to be substantially hurt by the loss of a few key personnel. In addition, PIPE transactions will generally result in the acquisition of either restricted stock or an instrument convertible into restricted stock. As with investments in other types of restricted securities, such an investment may be illiquid. The Adviser’s ability to dispose of securities acquired in PIPE transactions may depend on the registration of such securities for resale. Any number of factors may prevent or delay a proposed registration. Alternatively, it may be possible for securities acquired in a PIPE transaction to be resold in transactions exempt from registration in accordance with Rule 144 under the Securities Act, or otherwise under the U.S. federal securities laws. There can be no guarantee that there will be an active or liquid market for the stock of any small capitalization company due to the possible small number of stockholders. As a result, even if the Adviser is able to have securities acquired in a PIPE transaction registered or sell such securities through an exempt transaction, the Adviser may not be able to sell all the securities on short notice, and the sale of the securities could lower the market price of the securities. There is no guarantee that an active trading market for the securities will exist at the time of disposition of the securities, and the lack of such a market could hurt the market value of the investment. Repurchase and Reverse Repurchase Agreements. In a reverse repurchase transaction, the relevant portfolio “buys” securities issued from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by the portfolio, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements involves certain risks. For example, if the seller of securities under a

reverse repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the relevant portfolio will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Adviser’s ability to dispose of the underlying securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that the relevant portfolio may not be able to substantiate its interest in the underlying securities. Finally, if a seller defaults on its obligation to repurchase securities under a reverse repurchase agreement, the relevant portfolio may suffer a loss to the extent that it is forced to liquidate its position in the market, and proceeds from the sale of the underlying securities are less than the repurchase price agreed to by the defaulting seller. Similar elements of risk arise in the event of the bankruptcy or insolvency of the buyer. Structured Finance Investments. Portfolios managed by the Adviser may invest in structured finance investments that may include, without limitation, collateralized bond obligations, collateralized debt obligations, collateralized loan obligations, esoteric securitized investments, including, without limitation, securitized private investment fund interests and fees, and loans, sized against excess cash flows from securitization. The value of a structured finance investment will depend on the investment performance of the underlying assets in which the structured financing invests and will, therefore, be subject to all of the risks associated with an investment in those assets. In addition, investing in structured financing may entail a variety of unique risks. Among other risks, structured finance obligations may be subject to prepayment risk, credit risk, liquidity risk, market risk, structural risk, legal risk and interest rate risk (which may be exacerbated if the interest rate payable on a structured financing changes based on multiples of changes in interest rates or inversely to changes in interest rates). Additional risks include, without limitation, (i) the performance of a structure of the issuer thereof, the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, subordination within the capital structure, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets; (ii) the price of a structured finance investment, if required to be sold, may also be subject to certain market and liquidity risks for securities of its type at the time of sale; and (iii) if the particular structured product is invested in a security in which the relevant portfolio is also invested, this would tend to increase the portfolio’s overall exposure to the credit of the issuer of such securities, at least on an absolute, if not on a relative basis. Examples of such risks include: Prepayment – Some structured financing may have prepayment provisions or may otherwise be prepaid because underlying loans are prepaid earlier than expected or capital may otherwise be repaid earlier than expected. If the Adviser is unable to identify new accretive income producing assets that meet the Adviser’s investment objectives and policy, or are unable to do so in a timely manner, this could adversely affect the relevant portfolio’s investment. Cash Lock-Ups – In many securitizations and CDO and CLO transactions, there are asset and counterparty performance requirements that must be met to ensure income is paid to all investors, rather than being retained in a lock-up or cash reserve as additional

credit or liquidity support for senior investors. If the relevant portfolio takes subordinated positions in such transactions, if a diversion were to occur, it could result in an elimination, deferral or reduction of the income received by the portfolio. Losses Within Underlying Collateral – The underlying collateral in a loan portfolio or securitization is not necessarily individually assessed prior to purchase. The manager of the loan portfolio is responsible for managing the collateral, but may not be able to prevent losses. Losses may occur not only because of default, but an adverse change in interest rates, poor servicing by a portfolio manager, prepayment occurring outside historical averages, adverse credit spread moves, basis risk movements and lower than assumed collateral recover rates, among others. Such losses within the collateral may adversely impact the loan portfolio or securitization assets that a portfolio may invest in. Minority Positions – A portfolio may hold a minority position in structured finance transactions and have little or no capacity to influence the transaction and may result in the portfolio being forced to take an action that it believes is not in the best interest of the portfolio. Performance of a Servicer – Loan portfolios are typically administered by a servicer whose role may include underwriting the loan portfolio, arranging its securitization, administering cash flows and arrears, overseeing the realization of security where a loan has gone into default. A client’s investment and the return to the client may be adversely impacted where, among other things, the servicer (i) fails to follow best practices in realizing any security values, or (ii) fails to adequately administer the loans that fall into arrears or default. In the event that the servicer is unable to meet its administrative obligations, a substitute servicer will need to be appointed. There is a risk that a substitute servicer will not be available when required, that the substitute servicers will not be able to perform its duties with the requisite level of skill and competence or that it will require extra time to assume responsibility for the portfolio. Mutual Fund Investments. Investments in open-end as well as closed-end mutual funds generally involve the payment of duplicative fees through the indirect payment of a portion of the expenses, including advisory fees, of such mutual funds. Investments in mutual funds will be valued at the net asset values provided by those funds (which may in certain circumstances be unaudited valuations). Such investments may cause the expense of investing a Fund to be greater than an investment in other investment vehicles. Risks Relating to the Operations and Investment Activities of the Funds Systems and Operational Risks. The Funds depend on the Adviser to develop and implement appropriate systems for the Funds’ activities. The Funds rely on financial, accounting and other data processing systems to execute, clear and settle transactions across numerous and diverse markets and to evaluate certain securities, to monitor its portfolio and capital, and to generate reports that are critical to the oversight of the Funds’ activities. In addition, the Funds rely on information systems to store sensitive information. Certain of the Funds’ and the Adviser’s activities will be dependent upon systems operated by third parties, including prime brokers, the Funds’ administrator, market counterparties and other service providers, and the Adviser may not be in a position to verify the risks or reliability of such third-party systems. Failures in the systems employed by the Adviser, prime

brokers, the Funds’ administrator, counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Disruptions in the Funds’ operations or breach of the Funds’ information systems may cause the Funds to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on the Funds. Cybersecurity Risk. As part of its business, the Adviser processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Funds and personally identifiable information of the investors in the Funds. Similarly, service providers of the Adviser or the Funds, especially the administrator for the Funds, may process, store and transmit such information. The Adviser 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 the Adviser may be susceptible to compromise, leading to a breach of the Adviser’s network. The Adviser’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. Online services provided by the Adviser may also be susceptible to compromise. Breach of the Adviser’s information systems may cause information relating to the transactions of the Funds and personally identifiable information of the Funds’ investors to be lost or improperly accessed, used or disclosed. The service providers of the Adviser and the Funds are subject to the same electronic information security threats as the Adviser. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Funds and personally identifiable information of investors in the Funds may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of the Adviser’s or the Funds’ proprietary information may cause the Adviser or the Funds to suffer, among other things, financial loss, the disruption of business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the relevant Fund and its investors. Valuation of Assets and Liabilities. The Funds’ assets and liabilities are valued in accordance with the Adviser’s valuation policy. The valuation of any asset or liability involves inherent uncertainty. There is no guarantee that the value determined with respect to a particular asset or liability will represent the value that will be realized by a Fund on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment. The value of a security determined in accordance with the Adviser’s valuation policy may differ materially from the value that could have been realized in an actual sale or transfer for a variety of reasons, including the timing of the transaction and liquidity in the market.

Uncertainties as to the valuation of portfolio positions could have an impact on the net asset value of a Fund if judgments regarding the appropriate valuation should prove to be incorrect. GAAP Net Asset Value Divergence. Due to generally accepted accounting principles ("GAAP") requirements, the net asset value of a Fund for purposes of GAAP-compliant financial reporting may diverge from the net asset value of the Fund for all other purposes, including for purposes of allocating gains and losses among the investors in the Fund, which is relevant to, among other things, determining the balance of each investor’s capital account, calculating fees, and calculating the amounts payable by the Fund in respect of a withdrawal by or distribution to an investor. Net asset value divergence may occur, for example, in connection with the amortization of the organizational and initial offering expenses of a Fund, the measuring of fair value (as a result of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820), or the recognition or unrecognition of uncertain tax positions (as a result of FASB ASC 740). Counterparty Risk. The Funds have established relationships to obtain financing, derivative intermediation and prime brokerage services that permit the Funds to trade in any variety of markets or asset classes over time. However, there can be no assurance that the Funds will be able to establish or maintain such relationships. An inability to establish or maintain such relationships could limit the Funds’ trading activities, create losses, preclude the Funds from engaging in certain transactions or prevent the Funds from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships could have a significant impact on the Funds’ business due to the Funds’ reliance on such counterparties. The Funds may effect transactions in OTC derivatives markets. The stability and liquidity of OTC derivatives transactions depends in large part on the creditworthiness of the parties to the transactions. In the OTC markets, a Fund may enter into a contract directly with dealer counterparties which may expose the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms because of a solvency or liquidity problem with the counterparty. Delays in settlement may also result from disputes over the terms of the contract (whether or not bona fide). In addition, a Fund may have a concentrated risk in a particular counterparty, which may mean that if such counterparty were to become insolvent or have a liquidity problem, losses would be greater than if the Fund had entered into contracts with multiple counterparties. Certain OTC derivative contracts require that a Fund post collateral. If there is a default by a counterparty, a Fund under most normal circumstances will have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs that could result in the net asset value of the Fund being less than if the Fund had not entered into the transaction. Furthermore, there is a risk that any of such counterparties could become insolvent and/or the subject of insolvency proceedings. In such case, the recovery of a Fund’s securities from such counterparty or the payment of claims therefor may be significantly delayed and the Fund may recover substantially less than the full value of the securities entrusted to such counterparty. Collateral that a Fund posts to its counterparties that is not segregated with a third party custodian may not have the benefit of customer-protected “segregation” of such funds. In the event that a

counterparty were to become insolvent, a Fund may become subject to the risk that it may not receive the return of its collateral or that the collateral may take some time to return. In addition, a Fund may use counterparties located in jurisdictions outside the United States. Such local counterparties usually are subject to laws and regulations in non-U.S. jurisdictions that are designed to protect customers in the event of their insolvency. However, the practical effect of these laws and their application to the Fund’s assets are subject to substantial limitations and uncertainties. Because of the range of possible factual scenarios involving the insolvency of a counterparty and the potentially large number of entities and jurisdictions that may be involved, it is impossible to generalize about the effect of such an insolvency on a Fund and its assets. Investors should assume that the insolvency of any such counterparty would result in significant delays in recovering a Fund’s securities from or the payment of claims therefor by such counterparty and a loss to the Fund, which could be material. Competition; Availability of Investments. Certain markets in which the Funds may invest are extremely competitive for attractive investment opportunities. As a result, there can be no assurance that the Adviser will be able to identify or successfully pursue attractive investment opportunities in such environments. Volatility Risk. The Adviser’s investment program may involve the purchase and sale of relatively volatile securities and/or investments in volatile markets. Fluctuations or prolonged changes in the volatility of such securities and/or markets can adversely affect the value of investments held by the Funds. Credit Ratings. In general, the credit rating assigned by a nationally recognized rating agency to a security represents such rating agency’s opinion of the safety of the principal and interest payments of the rated instrument based on available information. Such ratings are relative and subjective; they are not absolute standards of quality and do not evaluate the market value risk of such securities. Such ratings also do not reflect macroeconomic or systemic risk, including the risk of increased illiquidity in the credit markets. Further, credit ratings may change over time due to various factors, including changes in the creditworthiness of the issuer and/or changes in the rating agency’s analytics and processes. It is possible that a rating agency might not change its rating of a particular issue on a timely basis to reflect subsequent events and, as a result, outstanding ratings may not reflect the issuer’s current credit standing. The Funds may incur losses if it makes investments based on credit ratings that subsequently change in a way not favorable to the Adviser’s investment strategy. Co-Investments with Third Parties. The Funds may co-invest with third parties through joint ventures or other entities. Third-party involvement with an investment may negatively impact the returns of such investment if, for example, a Fund enters into a compensation arrangement with the third party with respect to the co-investment, or if the third-party co-venturer has financial difficulties, has economic or business interests or goals that are inconsistent with those of the Funds, has direct participation or control of such investment (rather than participation through an entity controlled by the Adviser) or is in a position to take (or block) action in a manner contrary to a Fund’s investment objective. In circumstances where such third parties involve a management group, such third parties may enter into compensation arrangements relating to such investments that likely will differ from those compensation arrangements otherwise applicable to other investors, including management fee

and incentive compensation arrangements. Such compensation arrangements will reduce the returns to participants in the investments. 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, the Fund may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on the Fund and the Adviser. 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, any such requirements could make some or all forms of a Fund's investment strategies more difficult to implement, impractical or unlawful. Accordingly, such requirements, if any, could have an adverse effect on the ability of a Fund to achieve its investment objective. In addition, “position limits” may be imposed by various regulators that may limit 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 particular issuer’s securities. 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 the Adviser were to exceed applicable position limits, the Adviser 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 forgo or modify certain of its contemplated trades. In addition, if a Fund, acting alone or as part of a group, acquires beneficial ownership of more than 10% of a certain class of securities of a public company or places a director on the board of directors of such a company, under Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Funds may be subject to certain additional reporting requirements and may be required to disgorge certain short-swing profits arising from purchases and sales of such securities. Furthermore, in such circumstances the Fund will be prohibited from entering into a short position in such issuer’s securities, and therefore will be limited in its ability to hedge such investments. Similar restrictions and requirements may apply in non-U.S. jurisdictions. As noted herein, the Funds, acting either alone or as part of a group, may acquire a “control” position in an issuer’s securities. This may subject the Funds to additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability in which the limited liability generally characteristic of business operations may be ignored. Litigation Risk. Some of the tactics that the Adviser may use involve litigation. The Funds could be a party to lawsuits either initiated by it, or by a company in which the Funds invest, other shareholders of such company, or U.S. federal, state, and non-U.S. governmental bodies. There can be no assurance that any such litigation, once begun, would be resolved in favor of any Fund. Exposure to Material Non-Public Information. From time to time, the Adviser may receive material non-public information with respect to an issuer of securities. In such circumstances, the Funds may

be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position, (ii) establishing an initial position or taking any greater position, and (iii) pursuing other investment opportunities. Such restrictions might apply with respect to the issuer(s) with respect to which the Adviser receives such material non-public information, or other issuers. If such restrictions or limitations apply to securities in which a Fund has an existing investment, then the Fund may be prevented from exiting or reducing its investment in that position at the desired time, giving rise to substantial investment losses, which losses, in the case of a security in which the Fund has a short position, are, theoretically, unlimited. Currency Exchange Exposure. The Funds may invest in securities denominated in currencies other than the U.S. dollar. The Funds, however, value their securities in U.S. dollars. The Adviser may or may not seek to hedge the Funds’ non-U.S. currency exposure by entering into currency hedging transactions. There can be no guarantee that securities suitable for hedging currency or market shifts will be available at the time when a Fund wishes to use them, or that hedging techniques employed by a Fund will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of a Fund’s positions denominated in currencies other than the U.S. dollar will fluctuate with U.S. dollar exchange rates as well as with the price changes of the investments in the various local markets and currencies.

Neither the Adviser nor any of its management persons are registered, or has an application pending to register, as a broker-dealer, a registered representative of a broker-dealer, a futures commission merchant, commodity pool operator, a commodity trading adviser or an associated person of any of the foregoing entities. The Adviser and any affiliate acting as the general partner of a relevant vehicle qualify, with respect to each Fund, for the exemption under CFTC Rule 4.13(a)(3) on the basis that, among other things (i) each investor in the Funds is an "accredited investor", as defined under SEC rules; (ii) the Interests in the Funds are exempt from registration under the Securities Act and are offered and sold without marketing to the public in the United States; (iii) participations in the Funds are not marketed as or in a vehicle for trading in the commodity futures or commodity options markets; and (iv) at all times that any Fund establishes a commodity interest or securities futures position, either (a) the aggregate initial margin and premiums required to establish such positions will not exceed 5% of the liquidation value of such Fund's portfolio; or (b) the aggregate net notional value of such Fund's commodity interest and security futures positions will not exceed 100% of the

liquidation value of such Fund's portfolio.

The Adviser’s chief compliance officer (the “Compliance Officer”) administers the Code and may grant exceptions from the requirements of the Code on a case-by-case basis. Employees of the Adviser are generally not permitted to purchase securities in personal brokerage accounts, subject to limited exceptions for U.S. government obligations, bankers’ acceptances, certificates of deposit, money market funds, exchange-traded funds, and mutual funds. Exceptions to the policy can only be made with prior written approval from the Compliance Officer. Employees are required to disclose any pre-existing holdings in personal brokerage accounts upon joining the Adviser and on a periodic basis thereafter. Any sale of such pre-existing securities requires preclearance from the Compliance Officer, and such sales are generally not permitted if the pre-existing securities relate to an issuer in which the Adviser’s clients are invested or which is under consideration for potential investment. Investors may request a copy of the Code by contacting the Adviser at the address or telephone number listed on the first page of this Brochure. The Adviser, its employees, or a related entity each may have an investment in each Fund. Therefore, the Adviser, its employees or a related entity participate in transactions of the Funds. Policies and Procedures to Prevent Insider Trading The Adviser maintains policies and procedures that are designed to prevent the misuse of material, non-public information (the “Insider Trading Policies”). The Adviser’s employees are required to certify their compliance with the Code and the Insider Trading Policies at the beginning of their employment with the Adviser and on a periodic basis thereafter. The Adviser’s Insider Trading Policies prohibit the Adviser and its employees from (i) trading in the securities of a company (either personally or on behalf of others, including the Adviser’s clients) while in possession of material, non-public information about such company, and (ii) disclosing material, non-public information about any company to others in violation of applicable law. The Adviser has designed and implemented policies and procedures that are designed to shield its employees from access to material, non-public information so that investment decisions may be made on the basis of public information only. Accordingly, the Adviser may not have access to material, non-public information that other market participants or counterparties are eligible to receive.

Notwithstanding such policies and procedures, there may be cases in which the Adviser is exposed to material, non-public information about a company in which the Funds are invested, which may result in restrictions on the Adviser’s ability to trade such securities on behalf of the Funds. The Adviser seeks to minimize the likelihood of such a situation whenever possible, but there can be no assurance that such efforts will be successful.

Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, the Adviser may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers’ or dealers’ facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. The Adviser may receive consulting assistance services from its prime brokers, including consulting assistance with facilities management technology, design and build, real estate, and third-party service providers, which services will be provided in complement to, and not in place of, the Adviser’s independent professional advisors and service providers. The benefits provided to the Adviser by receipt of such consulting assistance services may assist the Adviser, either directly or indirectly, in the provision of efficient investment management services to clients, but may not necessarily to every client of the Adviser. Accordingly, the commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to accounts by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. The Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither the Adviser nor any account separately compensates any broker or dealer for any of these other services. If the Adviser decides, based on the factors set forth above, to execute over-the-counter transactions on an agency basis through Electronic Communications Networks (“ECNs”), it will also consider the following factors when choosing to use one ECN over another: the ease of use; the flexibility of the ECN compared to other ECNs; and the level of care and attention that will be given to smaller orders. The Adviser maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals and the Adviser’s best execution committee.

Soft Dollars From time to time, the Adviser pays a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting client transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. The Adviser will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). The Adviser believes it is important to its investment decision-making processes to have access to independent research. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by one client may be used by the Adviser to service one or more other clients, including clients that have not paid for the soft dollar benefits. The Adviser will not seek to allocate softdollar benefits to clients in proportion to the soft-dollar credits the client generates. Where a product or service obtained with soft dollars provides both research and non-research assistance to the Adviser (i.e., a “mixed use” item), the Adviser 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 the Adviser’s allocation of the costs of such benefits and services between those that primarily benefit the Adviser and those that primarily benefit its clients. When the Adviser uses brokerage commissions (or markups or markdowns) generated by any client to obtain research or other products or services, the Adviser will receive a benefit because it does not have to produce or pay for such products or services. The Adviser may have an incentive to select or recommend a broker-dealer based on the Adviser’s interest in receiving research or other products or services, rather than on a client’s interest in receiving the most favorable execution. At least annually, the Adviser will consider the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempt to allocate a portion of the brokerage business of its clients on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will the Adviser make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. To assist in the payment of research expenses, the Adviser has entered into arrangements commonly referred to as “client commission arrangements” or “commission sharing arrangements” (collectively “CSAs”). The Adviser has established CSAs with various brokers. The commission credits generated through CSA trading for the Adviser’s client accounts with participating brokers are collected in a centralized account at an aggregator or soft-dollar administrator, which has established its own arrangements with the participating brokers to facilitate CSAs, including the aggregator’s receipt of fees from the brokers. The Adviser uses the

commission credits to obtain research products and services provided by third parties directly to the Adviser. The Adviser has determined the use of such CSAs and the aggregator provides a costeffective brokerage credit administration system. Allocations of Trades and Investment Opportunities Conflicts of interest may arise from the fact that the Adviser and its affiliates may provide investment management services to multiple clients, including, without limitation, investment funds, separately managed accounts, proprietary accounts and other investment vehicles. It is the policy of the Adviser to allocate investment opportunities between clients fairly, to the extent practical and in accordance with the relevant applicable clients’ investment strategies, over a period of time. Investment opportunities will generally be allocated among those clients for which participation in the respective opportunity is considered appropriate, taking into account, among other considerations: (i) whether the proposed investment is consistent with a client’s objectives, restrictions, and limitations; (ii) the potential for the proposed investment to create an imbalance in a client’s portfolio; (iii) the liquidity requirements of a client; (iv) potentially adverse tax consequences; (v) regulatory restrictions that would or could limit a client’s ability to participate in a proposed investment; and (vi) the need to re-size risk (including concentration risks) in a client’s portfolio. The Adviser will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to a client solely because the Adviser purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to another client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for a particular client. In particular, when one client is ramping up its investment or trading strategies, it may receive larger allocations of certain securities than other clients in order to obtain its desired risk and portfolio size. Co-Investments The Adviser and its affiliates have offered, and may, from time to time, continue to offer investors in the Funds and/or other third-party investors the opportunity to co-invest with the Funds in particular investments. The Adviser and its affiliates are not obligated to arrange co-investment opportunities for investors, and no investor will be obligated to participate in such an opportunity. The Adviser and its affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that is allocated to a particular investor and may allocate co-investment opportunities instead to other investors (including co-investment funds managed by the Adviser) or to third parties. If the Adviser determines that an investment opportunity is too large, or otherwise not appropriate, for its clients, the Adviser and its affiliates may, but will not be obligated to, make proprietary investments therein. The Adviser or its affiliates may receive fees and/or incentive allocations from co-investors, which likely differ as among co-investors and also may differ from the fees and/or allocations borne by the Funds. Allocation of Expenses Among Clients and Co-Investors The Adviser seeks to fairly and equitably allocate expenses among its clients and any co-investors. Generally, clients, including co-investment funds, that own an investment will share in expenses related to such investment, which may include expenses originally charged solely to any client that

is not a co-investment fund. However, it is not always possible or reasonable to allocate or reallocate expenses to a co-investor, depending upon the circumstances surrounding the applicable investment (including the timing of the investment) and the financial and other terms governing the relationship of the co-investor to the clients with respect to the investment, and, as a result, there may be occasions where co-investors do not bear a share of such expenses and instead such amounts are borne by other clients. In addition, where a potential co-investment is contemplated but ultimately not consummated, potential co-investors generally will not share in any expenses related to such potential co-investment, and instead, such amounts will be borne by any existing client proposing to participate. Order Aggregation and Average Pricing If the Adviser determines that the purchase or sale of a security is appropriate with regard to multiple clients, the Adviser may, but will not be obligated to, purchase or sell such a security on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating client will receive the average price, with transaction costs generally allocated pro rata based on the size of each client’s participation in the order (or allocation in the event of a partial fill) as determined by the Adviser. In the event of a partial fill, allocations may be modified on a basis that the Adviser deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades are generally processed in the order that they are placed with the broker or counterparty selected by the Adviser. As a result, certain trades in the same security for one client (including a client in which the Adviser and its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. Cross Trades and Rebalancing Transactions The Adviser has determined, and from time to time may continue to determine, that it would be in the best interests of one client and one or more other clients to transfer a security from one account to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the accounts, or to reduce transaction costs that may arise in an open market transaction. Without limiting the generality of the foregoing, the Adviser has caused, and should be expected to continue to cause, securities to be transferred from one Fund to another Fund (and vice versa) for purposes of rebalancing the portfolios of the Funds on account of differing subscriptions to, and/or withdrawals/redemptions from, the Funds. If the Adviser decides to engage in a Cross Trade, the Adviser will determine that the trade is in the best interests of both of the clients involved in it and take steps to ensure that the transaction is consistent with the duty to seek best execution for each of those clients. The Adviser will generally execute Cross Trades with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a Cross Trade between two fund clients may also occur as an “internal cross”, where the Adviser instructs the custodian for the funds to book the transaction at the price determined in

accordance with the Adviser’s valuation policy. If the Adviser effects an internal cross, the Adviser will not receive any fee in connection with the completion of the transaction. Principal Transactions To the extent that Cross Trades may be viewed as principal transactions (as such term is used under the Advisers Act) due to the ownership interest in an account by the Adviser or its personnel or any of its or their affiliates, the Adviser will comply with the requirements of Section 206(3) of the Advisers Act. In connection with principal transactions, Cross Trades, certain other relatedparty transactions and certain other transactions and relationships involving potential conflicts of interest, the Adviser may select one or more persons who are not affiliated with the Adviser or its affiliates to serve on a committee (the “Advisory Committee”), the purpose of which is to consider and approve or disapprove, to the extent required by applicable law or deemed advisable, such related-party transactions and conflicts of interest. The Advisory Committee may approve of such transactions prior to or contemporaneous with, or ratify such transactions subsequent to, their consummation. In no event will any such transaction be entered into unless it complies with applicable law. The member(s) of the Advisory Committee may be exculpated and indemnified by the relevant client. Any decision of the Advisory Committee will be binding on all affected investors. Capital Introduction From time to time, brokers (including prime brokers) may assist a Fund in raising additional funds from investors. Additionally, brokers may provide capital introduction and marketing assistance services, and representatives of the Adviser may speak at conferences and programs sponsored by the brokers, for investors interested in investing in private investment funds. Through such events, prospective investors in a Fund may encounter representatives of the Adviser. Brokers may also provide other services, including, without limitation, consulting services relating to technology and office space. Although neither the Adviser nor any Fund compensates brokers for such assistance, events or services, or for any investments ultimately made by prospective investors attending such events, such activities may influence the Adviser in deciding whether to use such broker in connection with brokerage, financing and other activities of its clients. Subject to its obligation to seek best execution, the Adviser may consider referrals of investors to the Funds in determining its selection of brokers. However, the Adviser will not commit to an investor or a broker to allocate a particular amount of brokerage in any such situation. Trade Errors The Adviser’s traders may on occasion experience errors with respect to trades made on behalf of its clients. Trade errors might include, for example, (i) the placement of orders (either purchases or sales) in excess of the amount of securities the client intended to trade; (ii) the sale of a security when it should have been purchased; (iii) the purchase of a security when it should have been sold; (iv) the purchase or sale of the wrong security; (v) the purchase or sale of a security contrary to regulatory restrictions or client investment guidelines or restrictions; (vi) incorrect allocations of trades; (vii) keystroke errors that occur when entering trades into an electronic trading system, and (viii) typographical or drafting errors related to derivatives contracts or similar agreements. Trade errors may result in losses or gains. The Adviser generally will endeavor to detect trade errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a counterparty, such as a broker-dealer, the Adviser will strive to recover any losses

associated with such error from the counterparty. Pursuant to the exculpation and indemnification provided by the Funds to the Adviser and its affiliates and personnel, the Adviser and its affiliates and personnel will generally not be liable to the Funds for any act or omission, absent bad faith, gross negligence, willful misconduct or fraud, and the Funds will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission related to the Funds, absent bad faith, gross negligence, willful misconduct or fraud. As a result of these provisions, the Funds (and not the Adviser) will benefit from any gains resulting from trade errors and will be responsible for any losses (including additional trading costs) resulting from trade errors and similar human errors, absent bad faith, gross negligence, willful misconduct or fraud. The Adviser may, in its sole discretion, offset any net gains and net losses resulting from trade errors. Investors should assume that trade errors (and similar errors) will occur and that, to the extent permitted by law and under the Funds’ offering documents and constituent documents, the Funds will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of the Adviser’s personnel. Side Letters The Funds (and in certain cases the Adviser) have the discretion to waive or modify the application of, or grant special or more favorable rights with respect to, the provisions of the relevant Fund governing documents to the extent permitted by applicable law. Certain of such waivers, modifications or grants of special or more favorable rights may be, and have been, effected through agreements referred to as “Side Letters.” The Funds and/or the Adviser may enter into Side Letters with Fund investors without notice to, or receiving consent from, other investors in the Funds.

Investors in the Funds receive (i) weekly performance estimates, (ii) monthly capital account statements directly from the fund administrator; (iii) monthly reports that include details regarding fund performance, number of positions, sector and geographic exposures, and equity exposures; (iv) quarterly investor letters that provide a narrative description of the events of the previous quarter; and (v) annual tax reports and audited financial statements.

generally accepted accounting principles on an annual basis by Ernst & Young, an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and audited financial statements are distributed to each investor in the Funds within 120 days of the end of each Fund’s fiscal year.

To meet its obligations under the rule, the Adviser has adopted written proxy voting policies and procedures, which are designed to ensure that the Adviser votes proxies in the best interest of its clients and addresses how the Adviser will resolve any conflict of interest that may arise when voting proxies. The general policy of the Adviser is to vote proxy proposals, amendments, consents or resolutions relating to client securities, if any (collectively, “proxies”), in a prudent and diligent manner that will serve the applicable client’s best interest and is in-line with the applicable client’s investment objectives, as determined by the Adviser in its discretion, and taking into account relevant factors, including, but not limited to: (i) the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities; (ii) the anticipated associated costs and benefits; (iii) the continued or increased availability of portfolio information; and (iv) industry and business practices. In limited circumstances, the Adviser may refrain from voting proxies where the Adviser believes that voting would be inappropriate, taking into consideration the cost of voting the proxies and the anticipated benefit to its clients. Generally, clients and investors in the Funds may not direct the Adviser's vote in a particular solicitation.

Conflicts of interest may arise between the interests of the Funds on the one hand and the Adviser or its affiliates on the other hand. To the extent such a conflict is identified, the Compliance Officer will review the vote under consideration and seek to resolve the conflict in a way the Compliance Officer believes to be in the relevant client’s best interests. The Compliance Officer may, at his discretion, (i) seek the advice of the applicable advisory board of a Fund in voting such security (if any); (ii) disclose the conflict of interest to the client or the applicable advisory board of a Fund and defer to the client’s voting recommendation; (iii) defer to the voting recommendation of an independent third party provider of proxy voting services; and/or (iv) take such other action in good faith (in consultation with the Adviser's outside counsel) which would serve the best interest of the relevant client. Depending on the particular circumstances involved, the appropriate resolution of one conflict of interest may differ from the resolution of another conflict of interest, even though the general facts underlying both conflicts may be similar (or identical). Investors may obtain, upon request, a copy of the Adviser’s proxy voting policies and/or information regarding how the Adviser voted proxies for particular portfolio companies by contacting the Adviser at the address or telephone number listed on the first page of this Brochure.