Valliance Asset Management LLC: investment adviser

Types of Services Offered The principal activity of Valliance LLC is to provide discretionary investment management services, including investment advisory services, to the Fund. Valliance LLC has entered into a sub-advisory agreement (the “Subadvisory Agreement”) that governs Valliance LLC’s investment and trading activities. The Sub-advisory Agreement authorizes Valliance LLC to conduct investment activities such as portfolio management, risk management, research, and trading from the United States for the ultimate benefit of the Fund and future clients. Valliance LLC also provide investment advice and management services for the ultimate benefit of the separately managed accounts (“SMA”). The current SMA client has entered into an Investment Advisory Agreement (“IAA”) with VAML, and Valliance LLC has been appointed as the sub-advisor to the SMA client. The investment objective of the Fund is to achieve consistent and positive absolute returns, with relative low exposure to potential market risks, by implementing various arbitrage strategies. Valliance LLC provides delegated investment management and advisory services to the Fund based on specific investment objectives and strategies. The Fund’s offering documents (as amended and supplemented from time to time) set forth the investment guidelines and/or the types of investments in which the Fund may invest. Ability to Tailor Services and Impose Restrictions The investment objectives and strategy for the Fund are described in the Funds’ offering documents (the “Governing Documents”). Valliance LLC provides investment management and advisory services to the Fund, pursuant to the Subadvisory Agreement, based on the specific investment objectives and strategies of the Fund and does not provide services individually to investors in the Fund (the “Investors”). Since Valliance LLC does not provide tailored advice to the Investors, the Investors should consider whether the Funds’ investment strategies are in line with their risk tolerances. The Fund may from time to time enter into side letter agreements or other similar agreements (“Side Letters”) providing Investors with additional and/or different rights and benefits.

Wrap Fee Programs Valliance LLC does not participate, sponsor, or act as a portfolio manager for any wrap fee programs.

Client Assets As of January 13th, 2026, Valliance LLC has approximately USD $122,969,712of regulatory assets under management. Valliance LLC provides its advisory services to VAML and the current SMA client, by means of the Subadvisory Agreements, on a discretionary basis and for the general benefit of the Fund and the SMA.

The Management Fee is payable monthly in arrears as soon as practicable after the end of each month. For the current SMA client, the Management Fee is 1%. The Fund and VAML may, in their sole discretion, waive, rebate, or decrease the Management Fee that is payable in whole or in part, in respect of certain Investors. The Fund may from time to time enter into Side Letters providing for changes in management fees.

Performance Based Compensation In addition to Management Fees, VAML receives performance-based compensation in the form of a performance fee (the “Performance Fee”) which is set forth in the Funds’ Governing Documents. Certain share classes of the Fund are charged a fee based on the performance of the Fund. Performance Fee is subject to a high-water mark and may range up to 20% of the increase in NAV attributable to investment performance during a performance period. VAML may in its sole discretion, reduce, waive, rebate, or modify the Performance Fee anytime, with respect to certain investors. The Performance Fee of clients with SMAs will be negotiated on a case-by-case basis. The current SMA client is charged with a Performance Fee of 15% of the aggregate net profits for the relevant performance period on a monthly basis.

Other Costs and Expenses The Fund bears all costs and expenses related to their investments and operations, including, without limitation, brokerage and other transaction costs, clearing and settlement charges, interest and commitment fees on debit balances or borrowings, borrowing charges on securities sold short, costs of any liability insurance obtained on behalf of the Fund or the Board of Directors, custody fees, costs of any litigation or investigation involving the Fund activities, indemnification expenses, research and investment consultancy expenses, the Management Fee, remuneration of independent directors of the Fund, out of pocket expenses incurred by directors of the Fund, the Performance Fee, the fees and expenses of professionals providing services to the Fund, including legal, audit, accounting, tax, administration, fees and expenses of the members of the Board of Directors, regulatory costs, any issue or transfer taxes chargeable in connection with any securities transactions, any entity level taxes, corporate fees payable to governments or agencies, regulatory filing and license fees, all fees payable to third party service providers in connection with trade confirmation, holdings and order reconciliation, communication or information expenses with respect to Investor

services, expenses of meetings of Investors and of preparing, printing and distributing financial and other reports, proxy forms, offering memoranda and similar documents, the cost of obtaining and maintaining any future listing of the Funds’ shares or interests on any stock exchange and any extraordinary fees and expenses incurred by Valliance LLC on behalf of the Fund. If, in the future, Valliance LLC manages multiple client accounts, a portion of the Funds’ operating expenses may be shared with other investment entities or accounts managed by VAML on an equitable basis. The clients with SMAs will incur all investment expenses related to transactions executed for the SMAs including custodial fees, brokerage commissions, bank service fee, interest on debit balances or borrowings, fees and other transactions costs. Sales Compensation Valliance LLC and its supervised persons do not receive (directly or indirectly) any compensation from the purchase or sale of securities or investments for the Fund. VAML and its supervised persons do not receive (directly or indirectly) sales commissions in connection with sales of interests in the Fund.

The Performance Fee, however, may create or potentially exacerbate a conflict of interest between Valliance LLC and the Fund in that it may create an incentive for Valliance LLC to trade and invest the Funds’ capital in a manner that is intended to generate larger, short term profits, which could increase the risk present in the Funds’ portfolio at any given time. Such potential conflict of interest is mitigated by the employment of a risk management framework by Valliance LLC, the details of which are set out in the Fund’s Governing Documents. The Performance Fee of clients with SMAs will be negotiated on a case-by-case basis. The current SMA client is charged with a Performance Fee of 15% of the aggregate net profits for the relevant performance period on a monthly basis.

Investors in the Funds must meet certain suitability and net worth qualifications prior to making an investment in the Funds. Generally, investors must be (i) “accredited investors,” as defined under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and (ii) either “qualified purchasers” or “knowledgeable employees,” in each case as defined under the Investment Company Act of 1940, as amended. Valliance LLC also provide investment advice and management for the ultimate benefit of the SMA. The current SMA client has entered into an IAA with VAML, and Valliance LLC has been appointed as the sub-advisor to the SMA client.

Other focuses include companies in the financial services and real estate sectors. The Fund also expects to selectively use options, ETFs and customised baskets to achieve its investment objective. The Fund seeks to capitalise on the geographic information asymmetry that exists across sectors to better capture alpha resulting from thematic and operational inflections. VAML believes a life cycle and business cycle approach to investing fosters better portfolio construction while also enabling the Fund to monetise a greater subset of companies as they evolve with their respective distressed, value, growth at a reasonable price (“GARP”), growth and momentum phases. To achieve the investment objective of the Fund, VAML will use both a top down thematic and fundamental bottoms-up analysis to identify what it considers to be undervalued or overvalued investment opportunities. VAML will use the results of its research and due diligence to 1) create a qualitative opinion on company specific insights; 2) delineate fundamental-driven and/or event-driven path to realise expected return; 3) create financial models that will highlight differences relative to market expectations; 4) determine sentiment and positioning; and 5) outline asymmetry of the risk reward. The Fund will invest in a variety of Asia Pacific markets and also in companies outside of the Asia Pacific region. VAML believes that Asia and the US are significant contributors to the Fund’s business prospects. VAML uses multiple strategies with the intent of efficiently allocating capital between strategies in an effort to minimise the impact of periods of stress and market dislocation. The Fund also has discretion to invest opportunistically in other regions and markets when its analysis and knowledge leads it to identify an opportunity. VAML may, in its sole discretion, allocate the Fund’s capital to one or more strategies which may involve leverage, short sales and options for hedging purposes and utilise QFI Stock Connect or other available stock exchange access schemes to invest in, or gain economic exposure to the Market Access Products. The Firm will manage SMAs using the same strategy, research process and portfolio construction methods as used in managing the Fund as described above. Risk Factors An investment in the Fund and SMAs involves a high degree of risk. There is no guarantee that implementation of the investment objective or strategy with respect to the assets will not result in losses to holders of participating shares. Listed below are some of the key risks associated with an investment in the Fund and SMAs. The following explanation of certain risks is not exhaustive, but highlights some of the more significant risks involved in the Funds and SMAs’ investment strategies. For a complete

explanation of the investment strategies and their associated risks, Investors and prospective investors are encouraged to read the Funds’ Governing Documents/ SMAs’ IAA and consult their own advisers before deciding whether to invest. Investments should only be made if the nature of investments and risks of investment are understood. General Limited Operating History. The Fund, VAML and Valliance LLC have limited operating history and performance record. There can be no assurance that the Fund will achieve their objective. Personnel Risk. The shareholders will have no right or power to participate in the management or control of the Fund and must depend solely upon the ability and the continued availability of the Firm to make investments. The Firm, in turn, is dependent on the services of certain key personnel, and the loss of the services of one or more of these key professionals could impair the ability of the Firm to provide services to the Fund and be material and adverse to the performance of the Fund. Manager’s Discretion in Making Investments. The Manager has broad discretion in making investments for the Fund. shareholders will not have an opportunity to evaluate the specific Investments made by the Fund or the terms of any Investment. There can be no assurance that the Manager will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on Investments. Risks Relating to Absence of Statutory Regulation. The Fund is registered as an investment company under the Company Act. The Company Act provides certain protections to investors and imposes certain restrictions on registered investment companies, none of which are applicable to the Fund. Consequently, shareholders will not benefit from such requirements with respect to the Fund. Change in Investment Strategies. The investment strategies, approaches and techniques discussed herein may evolve over time due to, among other things, market developments and trends, the emergence of new or enhanced investment products, changing industry practice and/or technological innovation. The Fund is not required to implement any particular strategies and may discontinue employing any particular strategy, whether or not such strategies are specifically described in the Governing Documents, and without notice to the shareholders. Other than as specifically set forth in the Governing Documents, there are no material limitations on the investment strategies which the Fund may use. The Fund opportunistically implements whatever strategies or discretionary approaches the Fund believes may be best suited to prevailing market conditions. There can be no assurance that the various investment strategies which the Fund expects to develop and implement for the Fund will be successful or that strategies that have been successful will continue to be profitable. Concentration of Investments. There is no limit to the amount of capital that may be committed to any single Investment, industry, market or sector. The Fund’s investment portfolio (on account of size, investment strategy and other considerations) may at times be limited to the securities of a relatively few issuers. While VAML generally attempts to spread capital among a number of Investments, at times it may hold a relatively small number of positions, each representing a relatively large portion of the Fund’s capital. The Fund may have a relatively large portion of its capital invested in particular types of securities or other instruments, or it may be highly exposed to a particular industry or market sector. All SI

Eligible Shares in the Fund may be converted into SI Shares, giving the relevant shareholders exposure to, Special Investments, subject to the SI Cap. Losses in one or more large positions, or a downturn in an industry or market sector in which the Fund is concentrated, could materially adversely affect the Fund’s performance in a particular period and have a materially adverse effect on the Fund’s overall financial condition. Any downturn in the prospects of, or any other change affecting the performance of, the Special Investment or the illiquid investment to which the relevant SI Series is referable may have a material and adverse effect on that Series and on other Series. In addition, if the price of an Investment should change adversely and VAML is unable for any reason to liquidate the position quickly or at a relatively advantageous price, the effect on the Fund’s portfolio will be greater if the Fund has concentrated its assets in such a position. Such effects could have the result of decreasing the Fund’s returns. Further, significant losses or redemptions may leave the Fund with insufficient funds to diversify its Investments. Absolute Return Strategy. VAML seeks to use an absolute return strategy whose performance is not correlated with major market indices. Although the use of such strategy may mitigate losses in declining markets, there is no assurance that losses will be avoided. Investment strategies that have historically been uncorrelated, or demonstrated low correlation to one another or to major world market indices, may become correlated at certain times, such as during a liquidity crisis in global financial markets. During such periods, certain hedging strategies may cease to function as anticipated, and there may be few or no buyers for certain assets. The liquidation of assets by the Fund to pay redemptions, prevent losses or for other purposes in such circumstances may be difficult or impossible. Systemic Risk and Hedge Funds. Systemic risk is commonly used to describe the possibility of a series of correlated defaults among financial institutions, typically banks, which occur over a short period of time, often caused by a single major event. The Fund’s investment strategy is subject to some dimension of systematic risk due in part to the degree of leverage embedded in the derivative instruments in which the Fund may invest. As a result, the Fund may incur sudden and dramatic losses. Further, as hedge funds typically are heavily reliant on the banking sector for liquidity through the provision of trading platforms and facilities in order to deploy their investment strategy, the hedge fund industry may have a material impact on the banking sector and is regarded as a new source of systemic risk. The Fund will inevitably be exposed to, and will be impacted by, this source of systemic risk. Risk of Loss. An investment in the Fund is speculative and involves significant risk. The profitability of the Fund depends upon the Manager correctly assessing the future price movements of the Fund’s Investments. These price movements may be volatile and are subject to numerous factors which are neither within the control of nor predictable by the Manager. Such factors include, without limitation, a wide range of economic, political, competitive, market, legal, operational and other conditions or events which may affect the Investments. There can be no assurance that the Manager will be successful in accurately predicting price movements. Accordingly, shareholders may incur substantial losses on their investments in the Fund, and it is possible that the Fund’s performance will fluctuate substantially from period to period. Uninsured Losses. The Manager may use insurance to cover certain risks where the Manager determines that coverage is desirable, available, and cost effective. However, there can be no assurance that insurance coverage will be available or sufficient to cover any such risks. Insurance against investment in certain jurisdictions or certain risks, such as war, acts of terrorism, earthquakes, hurricanes, tsunamis, floods or nuclear leakage, may be unavailable, available in amounts that are less than the full market value or replacement cost of underlying assets, or subject to a large deductible. There can be no assurance that the particular risks that are currently insurable will continue to be insurable on an economically

affordable basis. Because the Fund is a pooled investment fund, all assets of the Fund may be at risk if it has uninsured liability to third parties. Other Clients. The Manager and/or its Affiliates may sponsor or advise other clients or investment vehicles. In connection with the operation of the accounts of such clients or vehicles, the Manager and/or its Affiliates may employ substantially similar investment strategies and/or invest in substantially similar securities to the strategies employed or securities invested by the Fund. In either case, the Manager and/or its Affiliates may receive fees from both the Fund and such clients or vehicles. “Overflow” Capacity Arrangement and Allocation of Investment Opportunities. The Fund will participate in (i) any Special Investment; (ii) any investment in “new issues” (as such term is defined under the New Issues Rules); and (iii) any trade in the equity capital markets, alongside The Valliance Fund on an “overflow” capacity basis, as determined by the Manager in its sole discretion. As such, The Valliance Fund will generally have first priority with regards to allocations of any relevant investment opportunities in relation to these investments. Please refer to the sections titled “Investment Program” and “Conflicts of Interest.” Climate-related Risks. Some of the companies in which the Fund may invest may be exposed to climate-related risks. While the precise future effects of climate change are unknown, it is possible that climate change could create risks including: (i) physical risks such as extreme weather events, environmental damage and pollution; (ii) transition risks arising from the process of adjustment to an environmentally sustainable economy such as changes in public policies, disruptive technological developments, shifts in consumer and investor preferences and declining markets for products and services perceived as causing adverse climate change; (iii) regulatory and litigation risks that may increase compliance costs or impact business operations; (iv) financial risks such as increase in credit risk and liquidity risk. In addition, initiatives seeking to address climate change have been adopted by or are pending or being proposed by regulatory authorities globally. Climate risk and regulatory initiatives to address climate change may impact the operations, business, profitability and viability of companies and may therefore expose investments of the Fund to volatility, downside risks and risks of impairment. The Manager cannot predict with any certainty the longer-term impact of climate risk or related regulations on the companies that the Fund may invest in or the Fund. In addition, there can be no guarantee that the Manager can correctly assess the impact of climate-related risk on the Fund’s investments and the Fund. Sanctions Risks. Like all investors, the Fund is subject to laws that restrict it from dealing with entities, individuals, organisations and/or in investments which are subject to applicable sanctions regimes. Such sanctions regimes may be broad in their application and the interpretation of the application of such regimes may require a substantial degree of subjective judgment, forcing the Fund and/or the Fund to either cease certain trading activities or risk violating a sanctions regime. If an investment made by the Fund subsequently becomes subject to applicable sanctions, the Fund may be required, without notice to the shareholders, to divest from such investment or otherwise cease any further dealings in that investment until the applicable sanctions are lifted or a license is obtained under applicable law to continue such dealings. Any such sanctions could have an adverse effect on the value or liquidity of such investments. In certain cases, the imposition of sanctions may require the Fund and/or the Fund to liquidate investments at disadvantageous prices.

Risks Related to Investments in Asia in Emerging Economies

Development of Emerging Economies. The economies of various nations in Asia including the PRC, differ from the economies of most developed countries in many aspects, and therefore additional risks may be encountered. These include: (a) political and economic factors, (b) developing legal and tax systems, (c) market considerations, (d) currency, (e) custody risk and (f) disclosure risk. Risk of Natural Disasters and Epidemics. Certain regions of Asia-Pacific face relatively high systemic risks in connection with natural disasters that may have a severe impact on the value of the Investments. Certain regions of Asia-Pacific are particularly susceptible to earthquakes and typhoons. Certain regions in China also face relatively high systematic risks in connection with epidemics such as Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome or Avian flu. Past occurrences of epidemics, depending on their scale of occurrence, have caused different degrees of damage to the national and local economies throughout China. These epidemics may adversely affect the Fund’s financial condition and operation and have an adverse effect on the national and regional economies of the AsiaPacific region. Local Intermediary Risks. Certain of the Fund’s transactions may be undertaken through local brokers, banks or other organisations in the Asia-Pacific region. The Fund and the Fund will be subject to the endogenous risk of default, insolvency or fraud of such organisations. There can be no assurance that any money advanced to such organisations will be repaid or that the Fund would have any recourse in the event of default. The collection, transfer and deposit of bearer securities and cash may expose the Fund to a variety of risks including theft, loss and destruction. The Fund will also be dependent upon the general soundness of the banking systems throughout the Asia-Pacific region which, in some cases, remain relatively underdeveloped or unstable compared to developed markets such as the United States and the UK. Risks Associated with QFIs. The Fund may invest in Chinese Securities through a QFI licence holder and may be subject to risk including, but not limited to: (a) investment regulations, (b) PRC custody and brokerage, and (c) PRC liquidity and exchange risks. Risks Associated with Stock Connect. The Fund may invest through Stock Connect in Stock Connect Securities, which subjects the Fund to other risks including, but not limited to (a) eligible securities, (b) quota limitations, (c) manual or block trade not allowed, (d) suspension risk, (e) restrictions on day trading, (f) differences in trading day, (g) operational risk, (h) restrictions on selling by pre-trading checking, (i) nominee arrangements in holding stock connect securities, (j) recalling risks, (k) restrictions on transfer, (l) clearing and settlement risk, and (m) no protection by Investor Compensation Fund. Risk for Investing in China A Shares Generally Government interventions. Chinese stock markets may be more volatile and unstable due to governmental intervention. The Chinese government has been known to intervene in China’s securities markets in a manner that may significantly affect market price and liquidity. Government interventions such as imposing limits on the sale of shares and trading of index futures, devaluation of the RMB, and channeling capital into equities, may increase stock market fluctuations and create uncertainties in the stock markets, which may materially affect the Fund’s investments. For instance, the PRC government currently imposes daily price limits on trading of stocks in their major stock exchanges. Similar restrictions are currently in place and the implementation of further restrictions to contain market volatility are underway. Other intervention measures,

such as banning “naked” short selling or suspending short selling for certain stocks, currency devaluations, and channeling capital into equities, may increase uncertainties in equity markets particularly in the PRC. These factors may affect, and have an unpredictable impact on, the investment activities of the Fund. From a macroeconomic point of view, such market interventions may negatively impact market sentiment, which may in turn affect the performance of the equity markets and, as a result, adversely affect the performance of the Fund. Currency Risks. Northbound Trading is settled in RMB. There is no assurance that the RMB will not be subject to devaluation and any devaluation of the RMB could adversely affect the Fund’s investments, especially given that the Fund seeks to focus on equities of Chinese companies and companies with significant exposure to China. In addition, if the Fund holds a class of shares denominated in a local currency other than RMB, the Fund will be exposed to currency exchange risks if the Fund converts the local currency into RMB for investments in Chinese Securities. The Fund will also incur conversion costs. Short Swing Profit Rule. According to the PRC securities laws, a shareholder of 5% or more of the total issued shares of a PRC listed company (“major shareholder”) has to return to such listed company any profits obtained from the purchase and sale of shares of such PRC listed company if both transactions occur within a six-month period. If the Fund becomes a major shareholder of a PRC listed company by investing in Stock Connect Securities via Stock Connect, Market Access Products, QFI, the profits that the Fund may derive from such investments may be limited, and thus the performance of the Fund may be adversely affected. Certain Disclosure Obligations. Under applicable PRC rules, when an investor holds more than 5% of the issued shares of a China listed company, the investor is required to disclose its interest within three working days to the listed company and report in writing to the CSRC and the SSE or SZSE or BSE respectively. During the three days, the investor cannot continue to trade the shares of that listed company. These trading freezes may undermine the Fund’s performance as described above. Also, once the 5% threshold is reached, an investor and parties acting in concert are required to disclose whenever their shareholding drops below this threshold (even as a result of trading which is less than the 5% incremental change that would trigger a reporting requirement under the relevant CSRC regulation) or to inform the listed company and make public announcement on the following day every time when the shareholding changes by 1% or more. Risks Relating to Foreign Ownership Limits. Under current PRC securities rules, there is a limit as to how many shares a single foreign investor is permitted to hold in a PRC listed company, and also a limit as to the maximum combined holdings of all foreign investors in a PRC listed company. Such foreign ownership limits apply on an aggregated basis, i.e. across both domestically and overseas issued shares of the listed company, and regardless of whether the relevant holdings are made through Stock Connect, QFI regime or other investment programs. If a single foreign investor’s shareholding in a listed company exceeds 10% of its total issued shares, the foreign investor is required to sell the exceeding shares in five trading days. If aggregate foreign shareholding in A shares of a listed company exceeds 30% of its total issued shares, the foreign investors concerned are required to sell the shares on a “last-in-first-out” basis within five trading days. If an investor fails to sell the exceeding shares as required, SEHK may instruct its market participants to force sell the shares in question. As a result, the Fund may not be able to execute trading freely in accordance with its investment strategy and the profits that the Fund derives from such investments may be limited. This may adversely affect the performance of the Fund.

Taxation on QFIIs and RQFIIs and trading via Stock Connects. The PRC State Administration of Taxation (“SAT”) issued Guoshuihan [2009] No. 47 (“Circular 47”) clarifying that QFIIs are subject to PRC withholding income tax (“WHT”) at the rate of 10% on dividend income and interest income derived from investments in the PRC securities, subject to applicable income tax treaty relief, if any. It is generally understood that Circular 47 shall also apply to RQFIIs. The Ministry of Finance (“MOF”), SAT and CSRC have jointly issued Caishui [2014] No. 81 (“Circular 81”) regarding the tax policies related to the Shanghai-Hong Kong Stock Connect and Caishui [2016] No. 127 (“Circular 127”) regarding the tax policies related to the Shenzhen-Hong Kong Stock, which state that dividend derived by Hong Kong and overseas investors (including the Fund) from A-Shares via Shanghai- Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect (“Stock Connects”) will be subject to 10% WHT and the entity distributing such dividend is required to withhold such tax. If the recipient of the dividend is entitled to a lower WHT under an applicable double tax treaty or arrangement, it can apply to the tax bureau in-charge of the payer for a refund. On 14 November 2014, the MOF, SAT and CSRC jointly issued “the Notice on the issues of temporary exemption from the imposition of CIT arising from gains from the transfer of equity investment assets such as PRC domestic stocks by QFII and RQFII” (“Circular 79”) which states that (i) with effect from 17 November 2014, QFIIs and RQFIIs are temporarily exempt from Corporate Income Tax (“CIT”) in respect of capital gains derived from transfer of equity investment assets (including PRC domestic stocks); (ii) this circular applies to QFIIs and RQFIIs that do not have a place of business or establishment (“PE”) in the PRC, or QFIIs and RQFIIs that have a PE in the PRC but their gains derived from transfer of equity investment assets (including PRC domestic stocks) are not connected to such PE. In addition, pursuant to Circular 81 and Circular 127, CIT will be temporarily exempt on gains derived by Hong Kong and overseas investors (including the Fund) on the disposal of China A-Shares through the Stock Connects. As a result of the promulgation of Circular 79, Circular 81 and Circular 127, the Manager: (i) does not expect QFIIs and RQFIIs to be imposed any PRC WHT on the gains derived with respect to the Market Access Products in which the Fund invests; and (ii) will not make a separate PRC WHT provision on any realised or unrealised gains derived on or after 17 November 2014 from such QFIIs and RQFIIs, and any realised or unrealised gains derived on the trading of A-Shares through the Stock Connects, on behalf of the Fund. However, the Fund will make a provision for WHT of 10% on all distribution income received from investment in Market Access Products and PRC tax resident enterprises if not being withheld at source. In the event that the Manager (after taking tax advice) considers that the tax provisions of the Fund are not sufficient, it will consider making additional tax provisions. In the event that the Manager (after taking tax advice) is satisfied that part of the tax provisions is not required, such provisions will be released back into the Fund. In addition, the Manager may, upon taking tax advice, at its discretion make further modification to the tax provision practice of the Fund. Importance of General Economic and Market Conditions; the Sino-US Trade War. The success of the Fund and the Fund will be affected by general economic and market conditions, such as interest rates, changing supply and demand relationships, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency

exchange controls and national and international political and economic circumstances. Each strategy that the Manager selects for the Fund is unlikely to achieve its objectives under certain market conditions, which conditions may prevail for substantial periods of time. None of these conditions is within the control of the Manager, and no assurance can be given that the Manager will anticipate or be able to respond effectively to these developments. In particular, the economies of the Asian and G-10 Countries are affected by global economic conditions. Global credit markets have experienced, and may continue to experience, volatility and liquidity disruptions, which have resulted in the consolidation, failure or near failure of a number of institutions in the banking and insurance industries. There remains a concern that the debt crisis affecting Europe will impinge upon the health of the global financial system. These events could adversely affect the Investments. There is also uncertainty as to the strength of the global economy, the potential for slowdown in consumer demand, the impact of the global downturn on the Asian and G-10 economies and the impact of political or constitutional instability, conflicts and/or crises in countries where investments are made. As of the date of this Memorandum, the United States and China have been engaged in an ongoing trade war with one another, which has led to trade frictions between the economies and negative flow-on consequences on global markets and other nations closely affiliated with those countries. The current political climate has intensified concerns about the ongoing trade war, as each country has recently imposed higher tariffs on the other country’s products. These actions may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and the possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on the Fund’s performance. Economic events such as these and their consequences are difficult to predict, and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future. Such conditions may also affect the level and volatility of securities prices and the liquidity of the Fund’s investments. There is also no assurance that the United States and China will resolve the trade war with one another. These factors may affect the level and volatility of securities prices and the liquidity of the investments of the Fund. Volatility or illiquidity could impair the profitability of the Fund or result in losses. Risks Related to Investments in Global Economies Risks of Global Investing Generally. The Fund may invest in securities in both less developed markets and emerging markets. The value of securities in such markets may be drastically affected by political developments in the country of issuance. In addition, the existing governments in the relevant countries could take actions that may have a negative impact on the Fund, including nationalisation, expropriation, imposition of confiscatory taxation or regulation, or the imposition of withholding taxes on interest payments. The economies of many of the emerging markets and, to an extent, less developed markets are still in the early stages of modern development and are subject to abrupt and unexpected change. In many cases, governments retain a high degree of direct control over the economy and may take actions that have a sudden and widespread effect. Also, many less developed market and emerging market economies have a high degree of dependence on a small group of markets or even a single market which can render such economies more susceptible to the adverse impact of internal and external shocks.

Emerging market countries, and markets of less developed countries, tend to have periods of high inflation and high interest rates, as well as substantial volatility in interest rates. The value of debt in such markets can be extremely sensitive to changes in interest rates worldwide and, in particular, in the country of the relevant issuer. In addition, as the Fund may be investing in securities that are denominated in various currencies other than US dollars, the Fund’s net asset value may be affected favourably or unfavourably by changes in currency and interest rates (including as a result of the devaluation of a foreign currency), in exchange control regulations or the governmental intervention in currency or interest rate markets. The Fund’s Net Asset Value will be adversely affected by any reduction in the value of the relevant currencies relative to the US dollar to which the Fund has exposure. Similarly, investors that are dealing in a local currency that is different from US dollars should be aware that exchange rate fluctuations between such local currency and the US dollar could cause the value of their investment in the Fund to diminish. The Fund will also incur transaction costs in connection with conversions between various currencies. Global Economies. The economies of various countries generally differ in many aspects, including as to: (a) the political structure; (b) the degree of government involvement; (c) the degree of development; (d) the level and control of capital reinvestment; (e) the control of foreign exchange; (f) the allocation of resources; and (g) the degree of liquidity in their capital markets. In particular, certain economies in Asia have been transitioning from centrally planned economies to more market-oriented economies. Although the Manager intends to monitor various systemic and systematic risks, the Manager cannot ensure that changes in economic, political and social conditions, laws, regulations and policies, whether in the Asia region or elsewhere globally, will not have an adverse effect on the Fund including its financial condition or results of operation. Risks Associated with Trading in Securities Trading Limitations. For all securities, the exchange generally has the right to suspend or limit trading under certain circumstances, including, without limitation, the right to impose position limits and price limits on persons or groups of persons. Such suspensions or limits could render certain strategies difficult to complete or continue and subject the Fund to loss and may have substantial negative consequences for the Fund’s trading. Temporary Investments in Cash and Cash Equivalents. The Fund may at times keep a portion or all of its assets in cash, cash equivalents or other liquid assets, including, without limitation, currencies, bank deposits, certificates of deposit, bankers acceptances, one or more short duration funds and/or government securities (both short-term and long-term). Such investments may be financed by entering into repurchase agreements and/or reverse repurchase agreements with the Fund’s brokers or by other means. Shareholders should be aware that such investments usually produce a lower return than other investments contemplated by the Fund, and therefore, may impact the overall performance of the Fund. Limited Liquidity. An investment in the Fund provides limited liquidity. There may not be liquid secondary markets for some of the instruments in which the Fund invests. Reduced secondary market liquidity may have an adverse effect on market price and the Fund’s ability to dispose of particular instruments when necessary to meet its liquidity requirements or in response to specific economic events such as a deterioration in the creditworthiness of the issuer. Reduced secondary market liquidity for certain instruments may also make it more

difficult for the Fund to obtain accurate market quotations for the purpose of valuing its portfolio and calculating its NAV. The shares are not freely transferable. In connection with the purchase of its shares pursuant to this Memorandum, each shareholder must represent that the shareholder is acquiring shares for investment purposes only and not with a view to or for resale, distribution or fractionalisation of shares. A secondary market does not exist, and one is not expected to develop, for the shares. If the Fund’s Investments cannot be sold, otherwise disposed of or valued, the Manager may not be able to liquidate sufficient assets of the Fund, or value such assets, in order to meet redemption requests by the Fund and consequently, the Fund may not be in a position to meet shareholder redemption requests. In such circumstances, investors should be aware that the Directors are empowered to suspend the determination of the NAV and/or the processing of redemption requests in accordance with the Articles. Accordingly, shareholders may be prevented from redeeming some or all of their investment in the Fund for an indefinite period. Valuation of Fund Assets. The Manager will value the securities and other financial instruments held by the Fund in accordance with the Investment Management Agreement and this Memorandum. When no market exists for an investment or when the Manager determines that the market price does not fairly represent the value of the Investment, the Manager will value such investment as it reasonably determines. NAV calculations of the Fund and the Fund may also be adjusted following the year-end audit. The Management Fee and the Performance Fee are paid based on these valuations. Investment Strategy Risks Fundamental Investments. The identification of investment opportunities in undervalued and overvalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognised or acquired. While investments in undervalued and overvalued securities offer the potential opportunity of higher or above market capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Technical Analysis. The Fund may employ technical factors in its strategies and analysis, i.e. the analysis of historical and current market data. Technical strategies are subject to the risk that unexpected fundamental or other factors may dominate the market during certain periods. Furthermore, a frequent premise of technical strategies is that past market conditions are indicative of future market prices. The influx of different market participants, structural changes in the markets, the introduction of new financial products and other developments could materially affect the profitability of the Fund’s investments adversely, based upon technical analysis. “New Issue” Trading. The Fund expects to trade in “new issues” (generally, initial public offerings of equity securities). Certain shareholders will be limited, under applicable New Issues Rules, from participating in the profits and losses generated by “new issues”. In addition, the Fund may limit the participation of certain shareholders in “new issues” to an extent not required by FINRA. Shareholders may receive “new issue” allocations disproportionate to such shareholders’ respective ownership interest in the Fund, and those shareholders that are restricted from participating in “new issues” will not be compensated in any respect for their capital in the Fund being used to acquire “new issues”.

Hedging Strategy. Hedging techniques involve one or more of the following risks: (i) imperfect correlation between the performance and value of the instrument acquired for the purpose of hedging and the value of the Fund’s Investments; (ii) possible lack of a secondary market for closing out a position in such instrument; (iii) losses resulting from interest rate, spread or other market movements not anticipated by the Manager; (iv) the possible obligation to meet additional margin or other payment requirements, all of which could worsen the Fund’s position; and (v) default or refusal to perform on the part of the counterparty with which the Fund trades. There are, at times, only few instruments available to use as a hedge. Accordingly, the Fund can primarily only profit from increases in the value of the equities of companies which it acquires. Furthermore, to the extent that any hedging strategy involves the use of OTC derivative transactions, such a strategy could be affected by the various regulations adopted pursuant to the Dodd-Frank and similar reforms in Europe and other markets in which the Fund will trade. Short Sales. Short sales by the Fund create opportunities to increase the Fund’s return but, at the same time, involve special risk considerations and may be considered a speculative technique. Since the Fund, in effect, profits from a decline in the price of the securities sold short without the need to invest the full purchase price of the securities on the date of the short sale, the value of shares will tend to increase more when the securities it has sold short decrease in value, and to decrease more when the securities it has sold short increase in value, than otherwise would be the case if it had not engaged in such short sales. Short sales theoretically involve unlimited loss potential, as the market price of securities sold short may increase continuously, although the Fund may mitigate such losses by replacing the securities sold short before the market price has increased significantly. Under adverse market conditions, the Fund might have difficulty purchasing securities to meet its short sale delivery obligations and might have to sell portfolio securities to raise the capital necessary to meet its short sale obligations at a time when fundamental investment considerations would not favour such sales. Short sales may be used with the intent of hedging against the risk of declines in the market value of the Fund’s long portfolio, but there can be no assurance that such hedging operations will be successful. Certain shareholders may be restricted from directly utilising investment strategies of the type in which the Fund may engage. These may include sales of “naked” options (those in which there is no position in the underlying security) or purchases of put and call options on stocks. Such shareholders should consult their own advisors, counsel and accountants. Risk of Short Squeeze. To the extent the Manager engages in short selling equities, there is a risk that the Fund could be caught in a “short squeeze”. A short squeeze is a phenomenon that is sometimes observed when a security has been heavily sold short. Recognising the situation, speculators start acquiring the security, driving up its price. As the price rises, short sellers have to post additional collateral for their borrowed securities. This puts pressure on those who have sold the security short, some of which will not have sufficient collateral to post, while others will simply decide not to hold a position that is losing money. In either event, those who have sold the security short close out their positions—buying the securities in the market and returning them to the parties who lent them. By purchasing the securities, those who are quitting their short positions drive the price higher, putting more pressure on the remaining short sellers. There is a risk that the Manager could be caught in a “short squeeze” of the type described above, with the result that the Manager may not be able to unwind the Fund’s position without losing significant sums of money on the transaction. Leverage. The Fund may borrow to enhance investment return. This tactic is also known as leveraging. Leverage is commonly obtained from securities brokers and dealers or from other financial institutions. Such borrowing is secured by securities or other assets of the Fund pledged

to such institutions as collateral. Borrowing tends to magnify the profits or losses of the Fund. There are interest rate costs associated with borrowing that may affect the operation of the Fund. The Fund may be subject to margin calls if securities pledged to brokers to secure the Fund’s margin accounts decline in value, in which case the Fund must either deposit additional funds with the broker or suffer involuntary liquidation of the pledged securities to make up for the loss in value. Liquidation in that manner could have extremely adverse consequences, including sales at disadvantageous times and prices and the acceleration of tax consequences. In addition, the amount of the Fund’s borrowings, if any, and the interest rates on those borrowings, which would fluctuate, could have a significant effect on the Fund’s profitability. Moreover, in the event of a sudden precipitous drop in the value of the Fund’s assets, the Fund may have difficulty liquidating assets quickly enough to pay off its margin debt, resulting in huge losses. Leverage creates risk for the shareholders of the Fund (including the Fund), including the likelihood of greater volatility of the net asset value of the participating shares of the Fund. To the extent that total return exceeds the cost of leverage, the Fund’s return would be greater than if leverage would have been used. Conversely, if the total return derived from securities purchased with funds received from the use of leverage is less than the cost of leverage, the Fund’s return will be less than if leverage had not been used and, therefore, the amount available for distribution to its shareholders will be reduced. In the latter case, the Manager, in its best judgment, nevertheless may determine to maintain the Fund’s leveraged position if it expects that the benefits to the Fund’s shareholders of maintaining the leveraged position will outweigh the current reduced return. Under normal market conditions, the Manager anticipates that it will be able to invest the proceeds from leverage at a higher rate than the costs of leverage, which would enhance returns to its shareholders (i.e. the Fund). The use of leverage creates risks and involves special considerations. The Manager may use leverage for investment purposes, to finance the repurchase of the shares, and to meet cash requirements. Although the use of leverage by the Manager may create an opportunity for increased return for the shares, it also results in additional risks and can magnify the effect of any losses. There is no assurance that a leveraging strategy will be successful. Interest Rate Risk. The Fund is subject to interest rate risk in respect of its borrowings. The Fund may attempt to minimise the exposure of the Fund’s portfolio to interest rate changes through the use of interest rate swaps, interest rate futures and/or interest rate options. However, there can be no guarantee that the Fund will be successful in fully mitigating the impact of interest rate changes on the Fund’s portfolio. Inflation. Many countries have experienced substantial rates of inflation and supply chain issues in recent years. Inflation and supply chain issues have had, and may continue to have, negative effects on the costs, availability and supply of labour and/or materials. Rising wages without a concurrent rise in productivity can negatively impact the Fund’s investments. There can be no assurance that inflation or supply chain issues will not become a serious problem in the future and thus have an adverse impact on the Fund and the Fund’s returns. Financing Arrangements; Availability of Credit. There can be no assurance that the Fund will be able to maintain adequate financing arrangements under all market circumstances. As a general matter, the dealers that provide financing to the Fund can apply discretionary margin, haircut, financing, security and collateral valuation policies. Changes by dealers in such financing policies, or the imposition of other credit limitations or restrictions, whether due to changed market circumstances or governmental, regulatory or judicial action, may result in large margin

calls, the loss of financing, forced liquidation of positions at disadvantageous prices, termination of swap and repurchase agreements and cross defaults in agreements with other dealers. Any such adverse effects may be exacerbated if such limitations or restrictions are imposed suddenly and/or by multiple market participants at or about the same time. The imposition of such limitations or restrictions could compel the Fund to liquidate all or part of its portfolio at disadvantageous prices. Technology Related Risks. Companies in the technology sector in which the Fund invests may allocate, or may have allocated, greater than usual amounts to research and product development. The securities of these companies may experience above-average price movements associated with the perceived prospects of success of the research and development programs. In addition, these companies could be adversely affected by lack of commercial acceptance of a new product or products or by technological change and obsolescence. Some of these companies may have limited operating histories. The markets in which many companies in the technology or related industries operate are extremely competitive and this competition can result in significant downward pressure on pricing. Companies in which the Fund invests may not be able to successfully penetrate their markets or establish or maintain competitive advantages. Financial Instruments Related Risk Equity Securities Generally. The Fund intends to invest in equity securities and equity derivatives. Numerous inter-related and difficult-to-quantify economic factors, as well as market sentiment, subjective and extraneous political, climate-related and terrorist factors, influence the prices of equities. There can be no assurance that the Manager will be able to predict future price levels correctly. Further, the Fund may invest its assets in securities with all levels, including lower levels, of market capitalisation. Investments in securities of these issuers may involve greater risks since these securities may have limited marketability and, accordingly, may be more volatile. Because there is generally less liquidity for securities of these issuers, it may be more difficult for the Fund to buy or sell significant amounts of such shares without an unfavourable impact on prevailing prices. These issuers may have limited product lines, markets or financial resources and may lack management depth. In addition, these issuers are typically subject to a greater degree of change in earnings and business prospects than larger, more established companies. There is typically less publicly available information concerning these companies than for larger, more established companies. Although investments in the securities of these issuers may offer the potential for above average returns as a result of these factors, they also involve a greater degree of risk. Additionally, it may not generally be possible to hedge against the types of credit risk that are inherent in these companies. Investments in Restricted Securities. “Restricted securities” are securities subject to significant legal or contractual restrictions on their public resale, including private securities not listed on any stock exchange, or “unlisted securities”. The Fund may invest in these “Restricted Securities” by designating them as Special Investments. Investing in restricted securities involves a number of significant risks. Without the ability to resell restricted securities in the public markets, the Fund may be compelled to hold such investments indefinitely or to dispose of them in private transactions on unattractive terms. Such restrictions therefore can impair both the avoidance of losses, as well as the timely realisation of gains. Although in some instances the Fund may have registration rights or other contractual means of achieving liquidity as to its investment in such restricted securities, such rights may in fact be limited or ineffective in achieving the secondary market desired. Restricted securities in which the Fund invests may include highly speculative, developmental stage issuers, as well

as securities of more seasoned companies, which can involve significant issuer or industry related risks. Because restricted securities cannot be traded, there is no “market” for restricted securities, and therefore, no market value. Nevertheless, such securities will be given an estimated fair value for purposes of redemptions and the calculation of Management Fees and Performance Fees. Such securities could, after a substantial passage of time, be rendered valueless or be realised at values far lower than any of the estimated values used to calculate redemption values and fees. In that event, redeeming shareholders will have received the benefit of excessive redemption values and the Manager will have received and will retain fees and Performance Fees based on an estimation of asset values that never actually materialised. In such circumstances, shareholders will have lost not only the value of the restricted securities but also the other assets used to pay out redemptions, Management Fees and Performance Fees. Derivatives. The Fund may invest in derivative financial instruments, including, without limitation, swaps and convertible securities, forward contracts and futures, and may use derivative techniques for hedging and other trading purposes. Nature of each of the listed instruments is described in further detail below. The Fund’s use of derivatives and other techniques (such as short sales) for hedging purposes involves certain additional risks, including: (a) dependence on the ability to predict movements in the price of the asset being hedged; (b) imperfect correlation between movements in the asset on which the derivative is based and movements in the asset being hedged; and (c) possible impediments to effective portfolio management or the ability to meet short-term obligations because of the percentage of the Fund’s assets segregated to secure its obligations under derivatives contracts. In addition, by hedging a particular position, the Fund may limit any potential gain from an increase in value of such position. Many of the derivative contracts used by the Manager will be privately negotiated in over-the-counter markets. These contracts also involve exposure to credit risk, since contract performance depends in part on the financial condition of the counterparty. In addition, the Fund will also be exposed to counterparty risk should such party default. Furthermore, to the extent that any hedging strategy involves the use of OTC derivative transactions, such a strategy could be affected by the various regulations adopted pursuant to Dodd-Frank. Options. The trading of options is highly speculative and may entail greater risks than investing in other securities. Prices of options are generally more volatile than prices of other securities. In trading options, the Fund speculates on market fluctuations of securities and securities exchange indices while investing only a small percentage of the value of the securities underlying such option. A change in the market price of the underlying securities or underlying market index can cause a much greater change in the price of the option contract. In addition, where the Fund purchases options that it does not sell or exercise, it will suffer the loss of the premium paid in such purchase. Where the Fund sells options and must deliver the underlying securities at the option price, the Fund has a theoretically unlimited risk of loss if the price of such underlying securities increases. If the Fund must buy those underlying securities, the Fund risks the loss of the difference between the market price of the underlying securities and the option price. The amount of premium paid and the expenses of commissions payable on the purchase or sale or exercise of an option may impact the gain or loss derived from the sale or exercise of an option. Forward and Futures Contracts. Forward contracts and options thereon are not traded on exchanges and are not standardised; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially

unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The principals in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. Disruptions can occur in any market traded by the Fund due to unusually high trading volume, political intervention or other factors. Futures contracts trading (i.e. commodities) is highly volatile and is influenced by factors such as changing supply and demand relationships, governmental programs and policies, national and international political and economic events and changes in interest rates. In addition, because of the low margin deposits normally required in futures contract trading, a high degree of leverage is typical of a futures trading account. As a result, a relatively small price movement in a futures contract may result in substantial losses to the trader. Certain commodity exchanges do not permit trading in particular futures contracts at prices that represent a fluctuation in price during a single day’s trading beyond certain set limits. Taking this into consideration, the Fund could be prevented from promptly liquidating unfavourable positions and thus, be subject to substantial losses. Further, the imposition of controls by governmental authorities might also limit such forward (and futures) trading to less than that which the Fund would otherwise recommend, to the possible detriment of the Fund. In short, market illiquidity or disruption are key risks that could result in substantial losses to the Fund. To the extent possible, the Fund endeavors to deal only with counterparties that are creditworthy and reputable institutions, but such counterparties may not be rated investment grade. The CFTC regulates non-deliverable forwards. Changes in the forward markets may entail increased costs and result in burdensome reporting requirements. There is currently no limitation on the daily price movements of forward contracts. Principals in the forward markets have no obligation to continue to make markets in the forward contracts traded. 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 by governmental authorities or the implementation of regulations might limit such forward trading to less than that which the Manager would otherwise recommend, to the possible detriment of the Fund. Effect of Speculative Position Limits. The CFTC and U.S. futures exchanges (“Exchanges”) impose limits referred to as “speculative position limits” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options contract traded on the Exchanges and the CFTC will soon impose similar limits on certain economically equivalent OTC derivatives. The CFTC and the Exchanges’ rules require “aggregation” of positions across multiple accounts for which a person directly or indirectly controls trading, as well as the positions of any other entity with whom the person trades pursuant to an express or implied agreement. The Fund could be required to liquidate positions it holds in order to comply with position limits or may not be able to fully implement trading instructions generated by its trading models, in order to comply with position limits. Any such liquidation or limited implementation could result in substantial costs to the Fund. Preferred Stock. The Fund may invest in preferred stock, which may have characteristics of both debt and equity. Dividend payments to preferred stockholders may be suspended or cancelled if the issuer experiences illiquidity and the principal paid for preferred stock is generally subordinate to the debt obligations of the issuer. Preferred stocks are generally not entitled to meaningful covenant protection. Some preferred stocks may be non-cumulative,

which means that the issuer does not ever have to declare or pay dividends on the stock or make up any missed dividends. Consequently, investments in preferred stock carry significant risk of loss of principal and current income. Convertible Securities. Convertible securities (such as convertible bonds and warrants) may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period at a specified price or formula. A convertible security entitles the holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they may: (i) have higher yields than common stocks, but lower yields than comparable nonconvertible securities (except in the case of “zero-coupon” convertible bonds); (ii) be less susceptible to fluctuation in value than the underlying common stock due to their fixed-income characteristics; and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Fund is called for redemption, the Fund 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 Manager’s ability to achieve the investment objective of the Fund. Swap Agreements. The Fund may enter into swap agreements. Swap agreements are individually negotiated and can be structured to include exposure to a variety of different types of investments or market factors. The Fund may enter into swap agreements with respect to exposures including, without limitation, interest rates, credit defaults, currencies, securities, indices of securities and other assets or other measures of risk or return. Depending on their structure, swap agreements may increase or decrease the Fund’s exposure to equity securities, long-term or short-term interest rates, foreign currency values, corporate borrowing rates, credit spreads or other factors. Swap agreements can take many different forms and are known by a variety of names. Depending on how they are used, swap agreements may increase or decrease the overall volatility of the Fund. If a swap agreement calls for payments, the Fund must be prepared to make such payments when due. In addition, if a counterparty’s creditworthiness declines, the value of swap agreements with such counterparty can be expected to decline, potentially resulting in losses to the Fund. Dislocated Assets. Other than the Special Investments made for SI Eligible Shareholders, the Fund does not intend to invest in illiquid securities, instruments or other assets for which no

market or only a limited market may exist. The Board may designate a particular Investment or certain Investments of the Fund to be a Dislocated Asset (see the section titled “Suspensions and Restructures – Dislocated Assets” for further details). The Fund does not expect that a material portion of its assets to be Dislocated Assets at any time, although this may change in exceptional circumstances. Investments that become Dislocated Assets may be held through special purpose vehicles owned by the Fund. Using a special purpose vehicle provides, among other things, limited liability protection to the Fund. The Board has full discretion to determine the structure, capitalisation, and sources of capital for each special purpose vehicle, as well as the terms on which existing Shareholders may participate in Dislocated Assets, including, whether new Shares of a different Series referable to such Dislocated Assets will be issued or whether shares of the special purpose vehicles will be issued directly to Shareholders, and the valuation and timing at which Dislocated Assets may be exited out of. In circumstances where a subsidiary, liquidating trust or liquidating account is used, payment to the Shareholders of redemption proceeds will be delayed until the relevant Investments can be liquidated and the amount due to Shareholders will increase or decrease to reflect the performance of the Investment until the date that liquidation is effected. In circumstances where Investments are distributed to a special purpose vehicle, interests in the vehicle itself may be distributed to the Shareholders in lieu of cash redemption proceeds. The Manager intends to charge management fees or performance fees in respect of its management of Dislocated Assets, unless it determines in its sole discretion to waive such fees. In circumstances where no exchange, broker-dealer, bank, market maker or pricing service will issue pricing information for a security or other investment held in the Fund including Dislocated Assets, the Manager, in consultation with the Board, will use its reasonable best efforts and all appropriate means to value such investments at fair value. Since determining fair value in a dislocated market depends on the facts and circumstances, the Board will have broad discretion in determining the fair value of any Dislocated Assets, including the discretion to write down to zero the value of any such Dislocated Assets. Investors should be aware that an exposure to Dislocated Assets could result in a loss of some or all invested capital. Valuations of Dislocated Assets are necessarily based on estimates, which may cause inequities for Shareholders, both redeeming or remaining invested in the Fund. Notwithstanding anything to the contrary contained herein, the Fund may refuse to make a redemption payment to a Shareholder if the Directors suspect or are advised that the payment of any redemption proceeds to such Shareholder may result in a breach or violation of any applicable laws or regulations (including, without limitation, any anti-money laundering, anti-terrorism financing and proliferation financing laws and regulations) by the Fund or any other person in any relevant jurisdiction, or such refusal is necessary or appropriate to ensure compliance by the Fund, the Fund, the Manager, its Directors, the Board or the Administrator with any such applicable law or regulation in any relevant jurisdiction. In such circumstances, and until otherwise instructed by the relevant authority, the Directors may deposit such redemption proceeds in a separate bank account. If the Directors are given permission to pay out such redemption proceeds to the relevant shareholder, that shareholder’s only right against the Fund will be the right to receive the monies so deposited (without interest). Material Economic Dilution Due to Use of “Fair Values”. The Fund invests in Special Investments and illiquid investments (which may or may not be Special Investments) in addition to a liquid marked-to-market portfolio. The Directors permit transactions to be effected on the basis not of realised proceeds, but of “fair value”. The use of “fair value” to pay management fees, redemption proceeds and performance fees involve the risk of material economic dilution due to the inherent material discrepancies between fair value and realisation

value. These discrepancies may result in shareholders that redeem potentially receiving materially less than the realisation value of their investment, while the continuing shareholders will benefit from the shortfall between redemption value and realisation value, or vice versa. In addition, certain securities may become worthless although attributed to a significant fair value prior to liquidation, in which case new subscribers would suffer the economic disparity between fair and realisation value. The converse could also be the case. Determining the fair value of an asset for which there is no readily available market involves materially inherent uncertainties. Furthermore, management fees and performance fees calculated and paid on the basis of such valuation will not be subject to rebate or return if such valuation proves to have been higher than the realisation value of such asset. Limitations on Redemptions and Transfers of Shares. A shareholder may request that the Fund redeem its shares upon 45 calendar days’ notice to the Fund and the Administrator. Investors should be aware that different Series of shares may be issued in the future with different rights and restrictions in relation to liquidity. Moreover, redemptions may be limited for legal, regulatory, liquidity or other reasons. Notwithstanding the foregoing, the Manager may not be in a position to satisfy redemption requests at the time of a request or at all due to the illiquidity of its assets. In any month in which the Manager is able to satisfy certain but not all redemption requests, the Manager may, amongst other things, suspend the determination of the NAV and/or the processing of redemption requests in accordance with the Articles. Accordingly, shareholders may be prevented from redeeming some or all of their investment in the Fund for an indefinite period. In addition, there is no public market for the shares and the shares may not be sold, assigned, or transferred without the consent of the Directors. Furthermore, the Articles prohibit transfers that would lead to shares being considered traded on an established securities market or readily tradable on a secondary market (or its substantial equivalent). The shares will not be registered under the Securities Act or any state securities laws and may not be transferred unless registered under applicable US federal and state securities laws, or unless an exemption from such laws is available. The Fund does not intend, and is under no obligation, to register the shares under such laws. The shares will not be listed for trading on any exchange. There is no secondary market for the shares and none is expected to develop. In addition, certain types of investors will not be eligible to invest in the Fund. If a shareholder’s shares are converted into SI shares, the capital represented by the converted shares will become less liquid, as SI shares are not voluntarily redeemable. See the section titled “Special Investments” for further details. For information and risks relating to the redemption and other rights of the Seed Investor, please see the sections titled “General Information” and “Risk Factors – Redemption Rights of the Seed Investor”. Trading-Related Risks Custody, Counterparty and Institutional Risks. There are risks involved in dealing with custodians, brokerage firms, banks and broker-dealers who have custody of and settle the Fund’s trades. Financial instruments and other assets deposited with such institutions may not be clearly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. All financing transactions such as borrowing or lending funds will carry counterparty risks until such borrowing or lending has terminated and the relevant collateral is returned. In some jurisdictions, the Fund may only be an unsecured

creditor of its broker in the event of bankruptcy or administration of such broker. Further, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the event of the insolvency of any such party. Upon default by a counterparty the Fund may be forced to unwind certain transactions and the Fund may encounter delays and difficulties with respect to court procedures in seeking recovery of the Fund’s assets. These risks may differ materially where the relevant transactions are not exchange-traded transactions, which generally are backed by clearing organisation guarantees, daily mark-tomarket and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered directly between two counterparties may not benefit from such protections and expose the parties to the risk of counterparty default. Liquidity crises and other problems arising as a result of the undercapitalisation of the banking sector as a whole and exogenous risks such as the risk of a general banking crisis in any of the countries in which the Fund invests may also have a material adverse effect on the Fund. The significant losses incurred by many hedge funds in connection with the global financial crisis and the bankruptcy of several large financial institutions illustrate the risks incurred in both derivatives trading and custody/brokerage arrangements. The Fund may effect transactions in “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to the same level of credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Fund has concentrated its transactions with a single or small group of counterparties. The Fund is not restricted from dealing with any particular counterparty or in the size of the exposure which the Fund may provide to a given counterparty. The inability to make complete and “fool proof” evaluations of the financial capabilities of the Fund’s counterparties and the absence of a regulated market to facilitate settlement increases the risk to the Fund. While Dodd-Frank is intended to bring more stability and lower counterparty risk to derivatives market by requiring central clearing of certain standardised derivatives trades, not all of the Fund’s trades will be subject to a clearing requirement because the trades are grandfathered or because they are bespoke, or because they are within a class that is not currently subject to mandatory clearing. Furthermore, it is yet to be seen whether Dodd-Frank will be effective in reducing counterparty risk or if such risk may actually increase as a result of market uncertainty, mutuality of loss to clearinghouse members, or other reasons. Difficulty of Locating Attractive Investments. Identifying, completing and realising gain on attractive Investments is a highly competitive activity and involves significant uncertainty. The Fund will compete for investments with other investment vehicles, as well as financial institutions and other institutional investors, which may have more resources than the Fund. There can be no assurance that the Fund will be able to locate and complete Investments which satisfy the Fund’s rate of return objective, realise their value or that the Fund will be able to fully invest the Fund’s subscribed capital in a manner consistent with its investment strategy. Investments in Thinly-Traded Instruments. The Fund’s Investments may consist of thinly-traded instruments with a relatively limited number of outstanding assets. It may take the Fund a relatively long period of time to accumulate a position in a particular issue in order to minimise the effect of the Fund’s purchase on market price. Similarly, it could be difficult

for the Fund to dispose of such positions on a timely basis without adversely affecting the price. Disparity between Quoted and Actionable Values. The prices quoted by dealers for certain Investments may differ materially from the prices at which such dealers are willing to execute transactions in such Investments. This disparity can result in unexpected losses when such Investments are bought or sold at prices that differ from those quoted by dealers. Trading Error Risk. The Manager may make errors when making trades for the Fund. Trade errors are not errors in judgment, strategy, market analysis, economic outlook, etc. Importantly, trade errors are not the result of poor strategies, valuation models, economic expectations, undue speculation, unauthorised trades or the like. Rather, they are errors in implementing specific trades which the Manager had decided (rightly or wrongly) to make. An example of a trade error would be buying 10,000 shares of an issue rather than 1,000 that was intended. Trade errors can result from clerical mistakes, miscommunications among the Manager’s personnel and other reasons. The Manager will determine whether to have the costs arising from trade errors borne by the Fund or the Manager by applying the standard of liability for the Manager in its management of the Fund’s capital — i.e. the same standard of liability which would apply to any other action or omission by the Manager in the course of such management. The Manager will, accordingly, be obligated to reimburse the Fund for any trade error resulting from the Manager’s willful default, Actual Fraud, Gross Negligence or dishonesty in the carrying out of the Manager’s duties and obligations and provisions regarding the Manager’s legal responsibilities and not otherwise. The Manager will itself determine in good faith whether or not a given trade error is required to be reimbursed under the general liability and exculpation standards applicable to the Fund and/or the Fund. This approach does not contemplate that the Manager would determine whether any individual trade error resulted from the Manager’s breach of such standard. Rather, the Manager would likely consider itself to have violated such standards only if the Manager determines that its supervisory procedures were inadequate to prevent such errors from recurring frequently. The Manager will have a conflict of interest in determining whether a trade error should be for the account of the Fund and/or the Fund or the Manager and will attempt to resolve such conflict by an objective determination of the status of such trade error under the applicable liability standard. Trade error costs can be significant, including market losses resulting from the position incorrectly acquired as well as the additional brokerage costs of closing out or reversing the error. The opportunity cost (lost profits) of not having made the trade intended to be made is not considered a trade error cost. Any gains recognised on trade errors will be for the benefit of the Fund. None will be retained by the Manager. Volatility. The prices of some of the instruments intended to be traded by the Fund have been subject to periods of excessive volatility, and such periods can be expected to recur or continue. While volatility can create profit opportunities for the Fund and the Fund, it can also create the risk that historical or theoretical pricing relationships will be disrupted, causing what should otherwise be comparatively low risk positions to incur significant losses. On the other

hand, the lack of volatility can also result in losses for certain of the Fund’s positions that profit from price movements. Risks of Non-Consummation. The difference between the price paid by the Fund for securities of a company involved in an announced deal and the anticipated value to be received for such securities upon consummation of the proposed transaction will often be very small. The consummation of the proposed transaction or reorganisation is usually conditional upon a variety of factors, including: (a) support of the management or stockholders of the company; (b) approval of various regulatory agencies; (c) market conditions resulting in material changes in securities prices; (d) compliance with applicable securities laws; and (e) ability to obtain adequate financing. If the proposed transaction appears likely not to be consummated or, in fact, is not consummated or is delayed, the market price of the securities will usually decline, perhaps by more than the Fund’s anticipated profit. In addition, when the Manager has sold short the securities it anticipates receiving in an exchange or merger, and the proposed transaction is not consummated, the Manager may be forced to cover its short position in the market at a higher price than its short sale, with a resulting loss. If the Manager has sold short securities that are the subject of a proposed cash tender offer or cash merger and the transaction is consummated, the Manager also may be forced to cover its short position at a loss. Duration of Investment Positions. The Manager may not know, except in the case of certain derivatives positions which have pre-determined expiration dates, the maximum, or even the expected (as opposed to optimal), duration of any particular position at the time of initiation. The length of time for which a position is maintained may vary significantly, based on the Manager’s subjective judgment in relation to when to liquidate a position so as to augment gains or reduce losses. The Fund’s transactions involve acquiring related positions in a variety of different instruments or markets at or about the same time. Frequently, optimising the probability of being able to exploit the pricing anomalies among these positions requires holding periods of significant length. Actual holding periods depend on numerous market factors which can both expedite and disrupt price convergences. There can be no assurance that the Fund will be able to maintain any particular position, or group of related positions, for the duration required to realise the expected gains, or avoid losses, from such positions. Disclosure of Investment Portfolio. In an effort to protect the confidentiality of its positions, the Fund may not generally disclose any or all of its positions to the shareholders on an ongoing basis, although the Manager may permit such disclosure selectively to certain shareholders, if it determines that there are sufficient confidentiality safeguards in place. The audited financial statements of the Fund will not include a detailed listing of positions held by the Fund. Confidentiality is maintained to prevent third parties from using information concerning the Fund or the Fund’s positions to its detriment. Examples of ways in which such information could be used adversely to the Fund include (a) to “front run” the Fund on sales, or additional purchases, of such positions, (b) to make it more difficult for the Fund to protect its positions by withholding, or causing others to withhold, prospective trades, (c) to make it difficult to acquire or borrow securities, or (d) otherwise to interfere with the Fund’s investment objectives. For this reason, the Manager believes it is important to take extra precautions to maintain the confidentiality of the positions in the Fund’s investment portfolio. OTHER INVESTMENT RISKS

Currency Exchange Exposure and Currency Hedging. As the shares are denominated in US dollars, an investor whose local currency is not the US dollar will be subject to exchange rate risk in relation to Investments in the Fund. Any hedging of currency exposure that is implemented by the Fund will primarily involve hedging back to the US dollar, but in certain circumstances may involve other hedging activities. In short, the Fund will be subject to the systemic and systematic risks connected with changes in exchange rates. Changes in the exchange rates may result over time from the interaction of many factors that directly or indirectly affect economic and political conditions in the countries in which the Fund invests. The exchange rates of currencies can be highly volatile, and the value may decline suddenly and materially because of political events, market disruptions, natural catastrophes, or terrorist activities. Sovereign governments may use a variety of techniques, such as intervention by a country’s central bank or imposition of regulatory controls or taxes, to affect the exchange rates of their currencies. In certain countries, the conversion of foreign currencies is based on rates set by the relevant central bank. Any significant changes in central bank policy or revaluation of the currency in such countries may materially and adversely affect the Fund’s cash flows, revenues, earnings and financial position, and the value of, and any dividends payable to, the Fund. In addition, the factors that may affect currency values include trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. The currencies of certain countries in which the Fund may invest are not freely convertible. Therefore, profits and revenues derived by the Fund from any investments denominated in these currencies may not be readily remitted outside the relevant country unless, for example, certain documentation mandated by the relevant foreign exchange regulations is provided to banks authorised to engage in foreign exchange transactions. No assurance can be given, including as to timeliness, that this will at all times provide an adequate mechanism for converting all the Fund’s foreign currency denominated profits or revenues into US dollars. To the extent the Fund seeks to hedge its currency exposure, the Fund conducts its currency exchange transactions either on a spot (i.e. cash) basis at the spot rate prevailing in the currency exchange market, or through entering into a number of different types of hedging transactions including, without limitation, forward, contracts to purchase or sell currencies, and entering into foreign currency borrowings. Even where the Fund seeks to hedge its foreign currency exposure, it may not always be practicable to do so as for certain currencies there may not be a reliable and cost effective method of hedging currency risk. In addition, the Fund may choose not to enter into hedging transactions with respect to some or all of its positions. Consequently, hedging may not neutralise all currency risks. There is no assurance that the Fund will attempt to hedge its overall currency exposure, or, if it does engage in hedging activity, that this activity will be effective. Currency forward contracts (agreements to exchange one currency for another at a future date), involve a risk of loss if the Fund fails to predict accurately the direction of currency exchange rates. Forward contracts are not guaranteed by an exchange or clearing house. Therefore, a default by the forward contract counterparty may result in a loss to the Fund for the value of unrealised profits on the contract or for the difference between the value of its commitments, if any, for purchase or sale at the current currency exchange rate and the value of those commitments at the forward contract exchange rate.

The performance of the shares will be reported, fees will be calculated and all subscriptions and redemptions will be transacted in US dollars. Currency hedging loss or gain will be included in calculating the amount of any Performance Fee due with respect to a given SubSeries. THE EXCHANGE RATES BETWEEN THE US DOLLAR AND OTHER INTERNATIONAL CURRENCIES ARE HIGHLY VOLATILE AND CAN BE EXPECTED TO CONTINUE TO BE SO. SUCH VOLATILITY INCREASES EXCHANGE-RATE RISK AS WELL AS THE RISKS OF CURRENCY HEDGING. ANY CURRENCY HEDGING UNDERTAKEN BY THE FUND WILL OFTEN, EVEN IF SUCCESSFUL, RESULT IN MATERIAL INCREMENTAL EXPENSES TO SHAREHOLDERS HOLDING THE AFFECTED SERIES. Operation Risks Fees and Expenses. The Manager could receive substantial compensation if the Fund generates increases in NAV. The Manager may receive increased compensation because the Performance Fee is calculated on a basis that includes unrealised appreciation as well as realised gains. The Manager is entitled to a Performance Fee in respect of the performance of each SubSeries of shares during each Fiscal Year. Any Performance Fee paid to the Manager reduces the amounts that may have otherwise been paid to the shareholders. As a result, the returns realised by the shareholders from the activities of the Fund, if any, are substantially less than the returns such shareholders might realise from engaging in the same activities directly. The existence of such fees may also create an incentive to make investments which are more speculative than would be the case without such performance based fees. Since the Fund accrues the Performance Fee at the end of each Performance Period or up to the date of redemption, the amount received by a shareholder redeeming shares reflects the accrued Performance Fee in respect of the redeemed shares. True-Up Accounting or Payment. Investors should be aware that the Management Fee and SI Management Fee and a portion of the Performance Fee may be calculated and paid based on the fair valuation of unrealised assets irrespective of whether the ultimate realised value is more or less than the fair valuation and that no recovery or claw back mechanism is in place if the Performance Fee is under or over paid. This means that shareholders and the Manager alike must bear the risk that the Fund has no mechanism in place to determine the difference between what has actually been charged to shareholders, or earned by the Manager, and what should have been charged or earned based on actual results. As the Fund does not use true-up accounting, there will be no true-up payments or other adjustments as between the shareholders and the Manager, to adjust the valuations, Management Fee, SI Management Fee or Performance Fee where ultimately there is a discrepancy in the valuation of the Fund’s and the Fund’s assets. Redemption. Shareholders may only redeem their shares at certain limited times and upon certain required advance notice. Redemptions are also subject to the liquidity of the Maser Fund’s investments. The redemption provisions of Series may differ. It is possible that one or more significant redemptions by one or more shareholders could result in the Fund liquidating interests in certain Investments. This could result in the reduction of the diversification of the Fund’s assets and/or the sales of Fund assets at less favourable times and/or prices than would have otherwise been available. In addition, redemptions are generally paid by the Fund based on estimated unaudited financial data. If there is a subsequent adjustment to the estimated unaudited financial data that was originally used to calculate the Redemption Price, generally such adjustment is reflected in the calculation of the NAV attributable to the relevant Sub-

Series of the shares as of the next succeeding Business Day on which the NAV is determined. As a result, the redeeming shareholder may receive more or less than such redeeming shareholder would be entitled to receive based on the adjusted estimated unaudited financial data, and other applicable shareholders absorb the excess or deficiency resulting therefrom. For information and risks relating to the redemption and other rights of the Seed Investor, please see the sections titled “General Information” and “Risk Factors – Redemption Rights of the Seed Investor”. Special Investments. The Fund may invest a substantial portion of its assets in Special Investments, being securities for which there is no public market or for which there is limited liquidity in the public market. Special Investments may be difficult to value and to sell or otherwise liquidate, and the risk of investing in such securities is generally much greater than the risk of investing in publicly traded securities. Companies whose securities are not publicly traded are not subject to the same disclosure and reporting requirements that are generally applicable to companies with publicly traded securities. The Fund will not be able to promptly liquidate its Special Investments if the need should arise or may be able to liquidate Special Investments only at substantial discounts from cost, and it may be extremely difficult to value any Special Investment accurately. In the event that the Fund is dissolved, the Fund may be required to make in-kind distributions to the shareholders of securities for which no public market exists. Shareholders have no right to voluntarily redeem SI Shares. This means shareholders cannot receive their allocable share in respect of the profits and gains (if any) attributable to such Special Investments until a Realisation Event has occurred. The Fund may hold Special Investments for several years, if not longer, before such Special Investments are able to be liquidated or redesignated. In addition, although each SI Eligible Shareholder’s participation in Special Investments is limited by the SI Cap, the SI Cap is calculated only as at the date a Special Investment is acquired. An allocation in SI Shares to a shareholder that, at the time, is equal to or less than the SI Cap, may at any subsequent point in time be equal to more than such amount as a result of a decline in the value of such shareholder’s shares or redemptions of shares by that shareholder. In these circumstances, none of the Manager, the Board or the Directors will have any obligation to reduce such shareholder’s holding of SI Shares. Different SI Eligible Shareholders may have exposure to different Special Investments, depending on the timing of the subscriptions and acquisitions of the Special Investments. The SI Cap may prevent a SI Eligible Shareholder from participating in Special Investments that are acquired when the shareholder has no SI Capacity and such Special Investments in which the shareholder does not participate may prove to be profitable. SI Performance Fees. The fact that the Manager will crystallise a Performance Fee upon the redemption of shares when exchanged for the issue of SI Shares may create an incentive for the Manager to make more Special Investments on behalf of the Fund than would otherwise be the case. Any losses attributable to the shares being redeemed in exchange for SI Shares will also be crystallised at this time and SI Performance Fees with respect to SI Shares will not take those losses into account. SI Performance Fees are calculated and made separately in respect of each Sub-Series of SI Shares. If a shareholder holds more than one Sub-Series of SI Shares, that shareholder may be subject to the Performance Fees in respect of certain Sub-Series even though overall that

shareholder has experienced a net loss on their aggregate investments in Special Investments, or on their aggregate investments in the Fund. SI Shareholders will have no recourse to claw back SI Performance Fees based on losses arising from underperforming Special Investments or underperforming investments in the Fund. Suspension. The Fund may suspend the right of any shareholder to redeem shares or to receive redemption proceeds from the Fund in the circumstances set out in the section titled “Suspensions and Restructures – Suspensions of Valuation, Issue and/or Redemption of shares”. Possible Effect of Redemptions. Substantial redemption requests could require the Manager to liquidate the Fund’s positions more rapidly than otherwise desirable or in undesirable market conditions to raise the necessary cash to fund redemption requests and achieve a market position that appropriately reflects a smaller asset base. These factors could adversely affect the NAV of the shares that are not redeemed. Compulsory Redemption of a Shareholder’s Shares. The shares of any shareholder may be compulsorily redeemed by the Fund in accordance with the Articles and this Memorandum if the Directors deem such redemption to be desirable. There is no guarantee that shares will be redeemed at advantageous prices in the event of such a compulsory redemption. Redemptions In-Kind. There is no assurance that the Fund will only distribute cash to the shareholders in satisfaction of redemptions. In addition, if significant redemptions are requested, the Manager may be unable to liquidate the Investments at the time such redemptions are requested or may be able to do so only at prices that the Manager believes do not reflect the true value of such Investments and which would adversely affect the shareholders. Under the foregoing circumstances, or whenever as the Board deems appropriate, the shareholders may receive in-kind redemption, if permitted by law. Such securities and instruments may not be readily marketable or saleable and may be required to be held by the shareholders for an indefinite time. Restriction on Transferability. Shares may only be transferred in accordance with the Articles and this Memorandum, subject to the written consent of the Directors, and as required by the transfer restrictions that are applicable in certain jurisdictions, as set out below. See the section titled “General Information – Restriction on Transfer of Shares” for further details. Collective Investment Vehicle. The Fund is a collective investment vehicle permitting subscriptions and redemptions. Depending on the timing of such subscriptions and redemptions, a shareholder may be exposed to risks, costs and outcomes arising from investment activity that occurred prior to (or after) such shareholder’s investment in the Fund. Therefore, shareholders may receive income (e.g. class action proceeds or appraisal actions) or bear expenses (e.g. regulatory actions, litigation matters and taxes) which are attributable to activities, transactions or other events that occur in a time period unrelated to the time period during which such investor is a shareholder. Furthermore, the Fund may not have any authority or practical ability to allocate such items to the investors which were shareholders in such other time period and shareholders at the time the item of income or expense is received, paid or accrued may receive the benefit or burden of such item.

Recourse to All Assets/Cross Series Liability. The Fund has the power to issue shares in different Classes or Series. The Fund may also issue one or more Series of SI Shares, representing interests in investments in which only the SI Shareholders respectively participate. The Articles provide for the manner in which liabilities incurred by the Fund are to be attributed across the various classes or Series (liabilities are to be attributed to the specific class or Series in respect of which the liability was incurred). The Fund is a separate legal entity and there is no limited recourse protection for any Series. Accordingly, all of the assets of the Fund, including any Investments made by the Fund and any funds held by the Fund, are available to satisfy all liabilities and other obligations of the Fund and the Fund respectively, regardless of the Series to which such assets or liabilities are attributable, and regardless of the fact that Investments may be held through special purpose trading subsidiaries. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Fund’s assets generally and not be limited to any particular assets, such as the asset representing the Investment giving rise to the liability. This may result in the Manager disposing of assets the Fund holds in order to satisfy liabilities arising from other assets. In practice, cross Series liability will usually only arise where any Series in the Fund (as appropriate) becomes insolvent and is unable to meet all of its liabilities. In this case, all of the assets of the Fund attributable to another Series may be applied to cover the liabilities of the insolvent Series. Side Letters. The Fund or the Manager may enter into letter agreements or other similar agreements (collectively, “Side Letters”) with one or more shareholders that provide these shareholder(s) with additional and/or different rights and benefits that other shareholders do not receive (as is the case with the Seed Investor and as may be the case with certain other investors in the future). New Series may be established by the Directors without the approval of the existing shareholders and certain shareholders may receive additional benefits that other shareholders do not receive (as is the case with the Seed Investor and as may be the case with certain other investors in the future). These different rights and benefits may include, without limitation, reduced fee obligations, the ability to redeem shares on shorter notice or during different time periods, reduced minimum investment amounts, expanded information and reporting rights, access to information and/or “most favoured nation” rights. If the Fund experiences a decline in performance over a period of time, a shareholder who is party to a Side Letter, or who participates in a new Series with different rights and benefits, that permits less notice and/or different redemption times may be able to redeem shares prior to other shareholders. Unless otherwise stated in the relevant Side Letter or required under applicable law, the Fund and the Manager are not required to notify any or all of the other shareholders (other than the Seed Investor) of any such Side Letters, nor is the Fund or the Manager required to offer such additional and/or different rights and/or terms to any or all of the other shareholders (other than the Seed Investor). The Directors will, however, disclose to the other shareholders material terms in relation to such redemption rights described in the foregoing sentence in any Side Letters that have been entered into with one or more shareholders in such manner as the Directors determine appropriate. The Fund or the Manager may enter into such Side Letters with any party as they may determine at any time. The other shareholders do not have recourse against the Fund, the Manager and/or any of their Affiliates if certain shareholders receive additional and/or different rights and/or terms because of such Side Letters. Investment by the Seed Investor. The Seed Investor has entered into a Revenue Sharing Agreement with the Manager, among others, through which it has agreed to make a significant

investment in the Fund. Pursuant to the Revenue Sharing Agreement, the Seed Investor receives certain contractual rights, including a right to share revenue received by the Manager, and certain economic and other entitlements that differ from those available to other investors in the Fund. The Seed Investor is not a sponsor or promoter of the Fund and does not owe any duty to other investors in the Fund. The Seed Investor will not be liable to other shareholders for exercising or not exercising any rights that it may have. Redemption Rights of the Seed Investor. Subject to any Suspension, the Seed Investor may redeem any or all of its shares without incurring any fees, penalties or restrictions under certain circumstances in accordance with the Revenue Sharing Agreement. By contrast, the redemption of shares by other shareholders will be subject to the fees, penalties or restrictions applicable to the relevant Series, in respect of a particular shareholder, or generally as set out in this Memorandum. In addition, as the Seed Investor’s investment constitutes a significant portion of the Fund’s assets, a decision by the Seed Investor to redeem a large portion of its investment could require the Manager to liquidate the Fund’s positions more rapidly than otherwise desirable or in undesirable market conditions to raise the necessary capital to fund redemption requests and achieve a market position that appropriately reflects a smaller asset base. A significant redemption of shares by the Seed Investor may also increase the risk of Suspension and need for redemptions in-kind with respect to subsequent redemption requests made by other shareholders. These factors could adversely affect the Net Asset Value of Shares that are not redeemed or otherwise have a material adverse effect on the Fund. Consent Rights of the Seed Investor. There are a number of actions that may not be taken by the Fund, the Manager or Mr. Yiming Zhang without first obtaining the Seed Investor’s consent. These consent rights may significantly limit the discretion of the Board, the Directors and the Manager, which may have a materially adverse effect on the Fund and the Fund, or operate to prevent the Fund, the Fund and the Manager from engaging in certain activities. Such consent rights relate to matters which include, among others, delegation of the Manager’s investment management responsibilities to a person that is not an Affiliate of the Manager, the replacement or dismissal of the Auditor or Administrator and any change in the composition of the board of directors of the Fund. Information Rights of the Seed Investor. The Seed Investor has specific rights to certain information and advance notice of certain events that will not be available to other shareholders. Such information could afford the Seed Investor an advantage over other shareholders in various ways. For example, the information could be used in determining when or whether to make additional investments on an ongoing basis or when to redeem from the Fund. Handling of Mail. Mail addressed to the Fund or the Fund and received at their registered office will be forwarded unopened to the forwarding address supplied by the Manager to be dealt with. None of the Fund, the Fund, its directors, officers, advisors or service providers (including the organisation which provides registered office services in the Cayman Islands) will bear any responsibility for any delay, howsoever caused, in mail reaching the forwarding address. In particular the Directors will only receive, open or deal directly with mail which is addressed to them personally (as opposed to mail which is addressed just to the Fund).

Subscription Monies. Where a subscription for shares is accepted, the shares will be treated as having been issued with effect from the relevant Subscription Day notwithstanding that the subscriber for those shares may not be entered into the Fund’s register of members until after the relevant Subscription Day. The subscription monies paid by a subscriber for shares will accordingly be subject to investment risk in the Fund from the relevant Subscription Day, if not earlier, as otherwise disclosed herein. Possible Indemnification Obligations. The Fund is generally obligated to indemnify the Administrator, the Prime Brokers, the Manager and possibly other parties under the various agreements entered into with such persons against any liability that they or their respective Affiliates may incur in connection with their relationship with the Fund. Amortisation of Establishment Expenses. The Fund’s respective financial statements are prepared in accordance with IFRS. IFRS does not permit the amortisation of establishment expenses. Notwithstanding the foregoing, the Fund and the Fund will amortise its establishment expenses over a period of time, and this may result in a qualification in the Auditors’ report. If the Fund or the Fund is wound up before such expenses are fully amortised, the unamortised portion of the organisational expenses will be accelerated and debited against the Fund’s assets at such time, as applicable. Contingency Reserves. The Directors may establish reserves for contingencies (including general reserves for unspecified contingencies). The establishment of such reserves will not insulate any portion of the Fund’s assets from being at risk, and such assets may still be traded by the Fund. A pro-rata portion of any reserve may be withheld from distribution to a redeeming shareholder. Fund Subscriptions, Redemptions and Calculation of NAV. Unless otherwise specifically stated herein, subscriptions, redemptions, calculation of NAV and other corporate mechanics taking place at the Fund level will generally be effected in a manner which corresponds to those taking place at the Fund level (as more specifically set out in this Memorandum and the Articles), save that certain requests and notices (including, for example, subscription and redemption requests) may be deemed automatically submitted, served or withdrawn by the Fund or the Fund, as applicable, in order to give effect to the intended operation of the master-feeder structure and provided further that, save as set out herein, any fees or expenses charged at the Fund level will not also be charged at the Fund level. TAXATION RELATED RISKS Taxation. The tax consequences of investing in the Fund may depend on the particular circumstances of each shareholder. Potential shareholders are strongly urged to seek independent advice referable to their own circumstances prior to making any investment decision. Withholding Taxes. Dividend and interest payments on, and proceeds from the sale of, certain securities the Fund may own may be subject to withholding taxes, which would reduce net proceeds. Global Taxes at the Shareholder Level. Shareholders may be subject to taxes as a result of their investment in the Fund. However, given the expected diversity of jurisdictions in which the Manager may make Investments and the various ways these Investments may be structured, it is not practical to provide more specific disclosure of the tax consequences that

might result from an investment in the Fund beyond that described in the section of this Memorandum titled “Taxation”. While the Manager will attempt to avoid shareholder-level filing obligations with respect to Investments, no assurance can be given that the Fund’s acquisition or ownership of Investments will not require a shareholder to (i) file tax returns in jurisdictions where the shareholder might not otherwise have been required to file absent such acquisition or ownership, or (ii) pay (or be liable for) taxes in such jurisdictions. Prospective investors should consult their own tax advisors regarding the potential tax consequences of an investment in the Fund. Consequences for Investors as a Result of AEOI. The Fund may take such action as it considers necessary in relation to an investor’s holding or redemption proceeds, as a result of relevant legislation and regulations, including, without limitation, AEOI, as further described in the section of this Memorandum titled “Taxation”. Such actions may include, but are not limited to, the following: (a)

The disclosure by the Fund, the Administrator or such other service provider or delegate of the Fund of certain information relating to an investor to the Cayman Islands Tax Information Authority or its delegate (“TIA”) or equivalent authority and any other foreign government body as required by AEOI. Such information may include, without limitation, confidential information such as financial information concerning an investor’s investment in the Fund, and any information relating to any shareholders, principals, partners, beneficial owners (direct or indirect) or controlling persons (direct or indirect) of such investor.

(b)

The Fund may compulsorily redeem any shares held by an investor in accordance with the terms of this Memorandum and may deduct relevant amounts from a recalcitrant investor so that any withholding tax payable by the Fund or any related costs, debts, expenses, obligations or liabilities (whether internal or external to the Fund) are recovered from such investor(s) whose action or inaction (directly or indirectly) gave rise or contributed to such taxes, costs or liabilities. Failure by an investor to assist the Fund in meeting its obligations pursuant to AEOI may therefore result in pecuniary loss to such investor.

Tax Audits. The Fund or the Fund may be audited by tax authorities. An income tax audit may result in an increased tax liability of the Fund, including with respect to years when an investor was not a shareholder, which could reduce the NAV of the Fund and affect the return of all shareholders. REGULATORY-RELATED RISKS Exempt Offering. The Fund offers shares on a continuing basis without registration under any securities laws, except as disclosed in this Memorandum. While the Fund intends to rely on exemptions from such registration that the Fund and the Manager believe are available, there can be no assurance that such exemptions will remain available owing to factors such as the manner in which offers and sales are made, the scope of disclosure provided or changes in applicable law. A violation of securities registration requirements could result in the rescission of investors’ purchases of shares at prices higher than the current value of those shares. This may potentially have a material and adverse effect on the Fund’s performance and business.

Limited Regulatory Oversight. As the Fund is not required to be registered as an investment company under the Company Act, certain protections of the Company Act will not be available to the Fund or their investors. In addition, because the Manager is exempt from registration with the CFTC as a commodity pool operator with respect to the Fund and as a commodity trading advisor, investors will not have the benefit of CFTC regulatory oversight. Further, the Manager is not registered with the SEC as an investment advisor under the Advisers Act. The Manager relies on the “private fund adviser” exemption (Advisers Act Rule 203(m)-1), is considered an “exempt reporting adviser,” and, compared to an SEC-registered adviser, is subject to very limited Advisers Act requirements and SEC oversight. Notwithstanding the foregoing, Dodd-Frank imposes burdensome reporting and recordkeeping requirements on the Fund. The Fund intends to trade with dealers who will be required by regulation or will undertake to fulfil the Fund’s Dodd-Frank mandated reporting requirements. The costs associated with such compliance may result in certain investment strategies in which the Fund engages or may have otherwise engaged becoming non-viable or non-economic to implement. Legal, Tax and Regulatory Changes. There has been an increase in governmental, as well as self-regulatory, scrutiny of the alternative investment industry. Such scrutiny may increase the exposure of the Fund, the Manager and their respective affiliates to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight and scrutiny can also impose administrative burdens on the Manager and its respective affiliates that disrupt their business including, without limitation, responding to investigations and examinations, complying with increased reporting and/or filing obligations and requirements, and implementing new policies and procedures. Certain regulatory inquiries or actions, even in the absence of wrongdoing, can lead to adverse impacts on the Manager, including serious reputational harm, or affect its ability to carry out its investment strategy. With the passage of Dodd-Frank, there has been, and will continue to be, extensive rulemaking and regulatory changes that will affect private fund managers, the funds that they manage and the financial industry as a whole. For example, under Dodd-Frank, the SEC has mandated recordkeeping and reporting requirements for investment advisers, which have added costs to the legal, operations and compliance obligations of investment advisers and increased the amount of time that investment advisers spend on non-investment related activities. The Fund, the Manager and their respective affiliates may be subject to new or additional regulatory constraints in the future, which could materially and adversely impact the Fund investment or operations. Furthermore, as new or additional laws or regulations are issued, the Manager will evaluate their potential impact on the Fund and may, in response to such laws or regulations, cause the Fund to continue, modify or withdraw from certain existing investments, investment strategies or business activities. Market Disruptions; Governmental Intervention; Dodd-Frank. The global financial markets have in the past gone through pervasive and fundamental disruptions that led to extensive and unprecedented governmental intervention. Such intervention was in certain cases implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, as one would expect given the complexities of the financial markets and the limited time frame within which governments felt compelled to take action, these interventions were typically unclear in scope and application, resulting in confusion and uncertainty which in itself was materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies.

The Fund may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available to the Fund from its banks, dealers and other counterparties is typically reduced in disrupted markets. Such a reduction may result in substantial losses to the Fund. Market disruptions may cause dramatic losses for the Fund, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. Dodd-Frank was enacted in July 2010. Dodd-Frank established a comprehensive framework for the regulation of markets, market participants and financial instruments that were previously unregulated and substantially altered the regulation of many other markets, market participants and financial instruments. Although most provisions of Dodd-Frank have now been implemented, certain provisions require rulemaking by applicable regulators before becoming fully effective. It is difficult to predict the ultimate impact of Dodd-Frank on the Fund, the Fund, the Manager and the markets in which they trade and invest. Dodd-Frank could result in certain investment strategies in which the Fund engages or may have otherwise engaged in becoming non-viable or non-economic to implement. Dodd-Frank and regulations adopted pursuant to Dodd-Frank could have a material adverse impact on the profit potential of the Fund. OTC Derivative Markets. Dodd-Frank includes provisions that comprehensively regulate the OTC derivatives markets. Dodd-Frank mandates that a substantial portion of OTC derivatives must be executed in regulated markets and be submitted for clearing to regulated clearinghouses. OTC trades submitted for clearing are subject to minimum initial and variation margin requirements set by the relevant clearinghouse, as well as margin requirements mandated by the CFTC, SEC and/or federal prudential regulators. OTC derivatives dealers also typically demand the unilateral ability to increase the Fund’s collateral requirements for cleared OTC trades beyond any regulatory and clearinghouse minimums. The CFTC also has imposed margin requirements on non-cleared OTC derivatives and new requirements that apply to the holding of customer collateral by OTC derivatives dealers. These requirements may increase the amount of collateral the Fund is required to provide and the costs associated with providing it. OTC derivative dealers are also required to post margin to the clearinghouses, through which they clear their customers’ trades instead of using such margin in their operations, as was widely permitted before DoddFrank. This has increased and will continue to increase the OTC derivative dealers’ costs, and these increased costs are generally passed through to other market participants in the form of higher upfront and mark-to-market margin, less favourable trade pricing, and the imposition of new or increased fees, including clearing account maintenance fees. With respect to cleared OTC derivatives, the Fund will not face a clearinghouse directly but rather will do so through an OTC derivatives dealer that is registered with the CFTC or SEC and that acts as a clearing member. The Fund may face the indirect risk of the failure of another clearing member customer to meet its obligations to its clearing member. Such scenario could arise due to a default by the clearing member on its obligations to the clearinghouse triggered by a customer’s failure to meet its obligations to the clearing member. The CFTC also now requires certain derivative transactions that were previously executed on a bilateral basis in the OTC markets to be executed through a regulated futures or swap exchange or execution facility. Such requirements may make it more difficult and costly for investment funds, including the Fund, to enter into highly tailored or customised transactions. They may also render certain strategies in which the Fund might otherwise engage impossible

or so costly that they will no longer be economical to implement. If the Fund decides to execute derivatives transactions through such exchanges or execution facilities—and especially if it decides to become a direct member of one or more of these exchanges or execution facilities—the Fund would be subject to the rules of the exchange or execution facility, which would bring additional risks and liabilities, and potential requirements under applicable regulations and under rules of the relevant exchange or execution facility. OTC derivative dealers are now required to register with the CFTC and will ultimately be required to register with the SEC. Registered swap dealers are also subject to minimum capital and margin requirements, business conduct standards, disclosure requirements, reporting and recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest, and other regulatory burdens. These requirements further increase the overall costs for OTC derivative dealers, which costs may be passed along to market participants as market changes continue to be implemented. The overall impact of Dodd-Frank on the Fund remains highly uncertain and it is unclear how the OTC derivatives markets will adapt to the ongoing rulemaking resulting from this regulatory regime, along with additional, sometimes overlapping, regulatory requirements imposed by non-US regulators. MIFID II. The European Union Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets in Financial Instruments Regulation (Regulation (EU) 600/2014) (together, “MiFID II”) govern the provision of investment services and activities in relation to, as well as the organised trading of, financial instruments such as shares, bonds, units in collective investment schemes and derivatives. MiFID II was required to be implemented in EU member states from January 3, 2018. Although the Fund is not organised in the EU and is not authorised or regulated by any EU member state financial services regulator, certain aspects of MiFID II may have an impact on the Fund. MiFID II imposes certain restrictions as to the trading of shares and derivatives, which could apply to transactions made by or with the Fund. Subject to certain conditions and exceptions, the Fund may be unable to trade shares or derivatives with or through affected EU regulated firms (e.g. EU broker-dealers) other than as provided by MiFID II. MiFID II also applies position limits to the size of a net position that a person can hold at all times in commodity derivatives traded on EU trading venues and in “economically equivalent” OTC derivatives. More generally, EU regulated firms that have trading relationships with the Fund may be obliged by MiFID II to impose certain requirements on the Fund, or they may seek to do so contractually, with a view to satisfying their own compliance obligations. It is difficult to predict the full impact of MiFID II on the Fund. Prospective investors should also be aware that there may be costs (whether direct or indirect) of compliance with MiFID II. The UK has equivalent rules to those in MiFID II. Accordingly, although the Fund is not organised in the UK, and is not authorised or regulated by the UK FCA, similar consequences to those discussed above would arise when trading with or through UK regulated firms and/or holding positions in commodity derivatives traded on UK trading venues and in economically equivalent OTC derivatives. Pay-to-Play Laws, Regulations and Policies. In light of past scandals involving money managers, a number of states and municipal pension plans have adopted so-called “pay-toplay” laws, regulations or policies which prohibit, restrict or require disclosure of payments to (and/or certain contacts with) state officials by individuals and entities seeking to do business with state entities, including investments by public retirement funds. The SEC has also adopted rules that, among other things, prohibit an investment advisor from providing advisory services for compensation to a government client for a period of up to two years

after the advisor or certain of its executives or employees make a contribution to certain elected officials or candidates. If the Manager, its employees or Affiliates or any service providers acting on their behalf, including, without limitation, a placement agent, fails to comply with such pay-to-play laws, regulations or policies, such non-compliance could have an adverse effect on the Fund by, for example, providing the basis for the withdrawal of the affected public pension fund investor. EU Short Selling Regulation. Regulation (EU) No 236/2012 on Short Selling and Certain Aspects of Credit Default Swaps (as supplemented by Commission Delegated Regulations 918/2012, 919/2012, 826/2012 and Commission Implementing Regulation 827/2012) (the “SSR”) applies directly (i.e. without national implementation) in all Member States of the EU. The SSR imposes certain private and public disclosure obligations on all natural or legal persons, irrespective of regulatory status, located inside or outside the EU, who have net short positions (as calculated in accordance with the SSR) in EU listed shares and EU sovereign debt, which reach or fall below the specified thresholds. The SSR also contains prohibitions on uncovered short sales of EU listed shares and EU sovereign debt (a short sale is “uncovered” unless the specified conditions under the SSR are met for such short sale). In addition, the SSR prohibits uncovered positions in credit default swaps (“CDS”) referencing EU sovereign debt issuers. National regulators, and in certain circumstances the European Securities and Markets Authority, are able to take certain additional emergency measures (including complete bans on short-selling activities) if certain conditions are met. The SSR may prevent the Manager from fully expressing negative views in relation to EU listed shares and/or EU sovereign debt and may also restrict the ability of the Manager to hedge certain risks through EU sovereign CDS. Accordingly, the ability of the Manager to implement the investment approach and to fulfil the investment objective of the Fund may be constrained. For the purposes of this provision: “EU listed shares” means shares admitted to trading on a regulated market or multilateral-trading facility (as defined in MiFID) in the EU, unless the principal trading venue (as determined by the relevant national regulator) for the relevant shares is located in a country outside the EU; ”EU sovereign debt” means debt instruments issued by an EU sovereign issuer (which includes EU institutions, governments of EU Member States and certain international institutions established by two or more EU Member States); and “MiFID” means Directive 2014/65/EU on Markets in Financial Instruments. The UK has equivalent rules that apply to UK listed shares, UK sovereign debt and UK sovereign CDS, mutatis mutandis (“UK SSR”), since the SSR has been retained as UK law by the European Union (Withdrawal) Act 2018. Accordingly, the UK SSR may prevent the Manager from fully expressing negative views in relation to UK listed shares and/or UK sovereign debt and may also restrict the ability of the Manager to hedge certain risks through UK sovereign CDS. European Market Infrastructure Regulation. The European Market Infrastructure Regulation (Regulation (EU) No 648/2012) (“EMIR”) entered into force on August 16, 2012.

EMIR introduced certain requirements in respect of derivative contracts, which apply primarily to “financial counterparties” (“FCs”) such as EU authorised investment firms, credit institutions, insurance companies, UCITS and alternative investment funds (“AIFs”) as well as non-EU AIFs which are managed by alternative investment fund managers (“AIFMs”) authorised under the EU Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). EMIR also applies to “nonfinancial counterparties” (“NFCs”) which are entities established in the EU which are not FCs. NFCs whose transactions in OTC derivative contracts exceed EMIR’s prescribed clearing thresholds (“NFC+s”) are generally subject to more stringent requirements under EMIR than NFCs whose transactions in OTC derivative contracts do not exceed such clearing thresholds (including because such contracts are excluded from the threshold calculation on the basis that they are concluded in order to reduce risks directly relating to the NFC’s commercial activity or treasury financing activity) (“NFC-s”). Additionally, amendments made to EMIR in 2019 introduced relief from central clearing requirements for those FCs which do not exceed prescribed clearing thresholds (“FC-s”). FCs which do exceed such clearing thresholds are referred to hereafter as “FC+s”. Broadly, EMIR’s requirements which apply to derivative users in respect of derivative contracts include: (i) mandatory clearing of OTC derivative contracts declared subject to the clearing obligation; (ii) risk mitigation techniques in respect of uncleared OTC derivative contracts, including the bilateral exchange of collateral; and (iii) reporting and record-keeping requirements in respect of all derivative contracts. As the Fund is established outside the EU and is not managed by an AIFM authorised under AIFMD, the Fund is not directly subject to the requirements of EMIR; however, where the Fund transacts with in-scope EU counterparties, such counterparties may be required to apply certain provisions of EMIR so that the EU counterparty can fulfil its regulatory obligations and ensure that the transaction is EMIR-compliant. Where certain thresholds are exceeded, the cost of complying with EMIR, especially the cost of collateral required to meet variation and initial margin requirements associated with OTC transactions and clearing and the risk mitigation measures, may materially impact the Fund’s returns and its ability to trade with certain counterparties. The EU regulatory framework and legal regime relating to derivatives is set out not only by EMIR but also by MiFID II. In particular, MiFID II requires transactions between FC+s and NFC+s in certain sufficiently liquid OTC derivatives to be executed on a trading venue which meets the requirements of the MiFID II regime (the “Derivatives Trading Obligation” or “DTO”). This trading obligation will also extend to FC+s and NFC+s which trade with third country counterparties that would be classed as FC+s or NFC+s if they were established in the EU. Prospective investors should be aware that the costs of complying with the requirements of EMIR and MiFID II could significantly raise the costs of entering into derivative contracts and that EMIR may adversely affect the Fund’s ability to engage in certain transactions in derivatives. The UK has equivalent rules to those in EMIR (“UK EMIR”), since EMIR has been retained as UK law by the European Union (Withdrawal) Act 2018 (“EUWA”), and also UK rules equivalent to that of the DTO under MiFID II (“UK DTO”). As the Fund is established outside the UK and is not managed by a UK AIFM (as defined in the FCA Handbook), the Fund is not directly subject to the requirements of UK EMIR or the UK DTO; however, where the Fund transacts with in-scope UK counterparties, such counterparties may be required to apply certain provisions of UK EMIR so that the UK counterparty can fulfil its regulatory obligations under UK EMIR and the UK DTO. As a result, the Fund may be subject to additional contractual obligations and/or costs that may not otherwise have applied.

Brexit. The UK ceased to be a member of the EU on January 31, 2020 (“Brexit”). During a prescribed period, which ended on December 31, 2020, certain transitional arrangements were in effect, such that the UK continued to be treated, in most respects, as if it were still a member of the EU and generally remained subject to EU law. On December 24, 2020, the EU and the UK reached an agreement in principle on the terms of certain agreements and declarations governing the ongoing relationship between the EU and the UK, including the EU-UK Trade and Cooperation Agreement (the “TCA”). The TCA is limited in its scope primarily to the trade of goods, transport, energy links and fishing; in particular the TCA does not make any meaningful provision for the financial services sector. Uncertainties remain relating to certain aspects of the UK’s future economic, trading and legal relationships with the EU and with other countries. The impact of such events on the Fund is difficult to predict but they may adversely affect the return on the Fund and its investments. There may be detrimental implications for the value of certain of the Fund’s investments, their ability to enter into transactions or to value or realise such investments or otherwise to implement its investment program. It is possible that certain of the Fund’s investments may need to be restructured to enable the Fund’s objectives to be pursued fully. This may increase costs or make it more difficult for the Fund to pursue its investment objectives. EU Securitisation Regulation. The EU Securitisation Regulation (Regulation (EU) 2017/2402) (“Securitisation Regulation”) came into effect on 1 January 2019. Under the Securitisation Regulation, the investor risk retention and due diligence requirements are expressed to apply to an alternative investment fund manager that “manages and/or markets alternative investment funds in the Union”. Accordingly, it is possible that non-EEA AIFMs that manage and/or market AIFs in the EU are subject to the investor due diligence requirements in the Securitisation Regulation. Were this to be the case and should the Fund be marketed in the EU in accordance with the AIFMD, this could impact the ability of the Fund to invest in certain securitisation transactions. In the UK, the Securitisation Regulation forms part of UK domestic law by virtue of the EUWA. However, HM Treasury in the UK has recently expressed the view that it is inclined to take certain unauthorised, non-UK AIFMs out of scope of the due diligence requirements. EU Directive on Alternative Investment Fund Managers. The AIFMD, where implemented in a member state of the European Economic Area (“EEA Member State”), applies to AIFMs which manage and/or market in the EEA. For an AIFM established in a jurisdiction other than an EEA Member State which implemented the AIFMD (a “non-EEA AIFM”) marketing an AIF established in a jurisdiction other than an EEA Member State which implemented the AIFMD (a “non-EEA AIF”), the AIFMD requires that, at a minimum, the nonEEA AIFM must provide certain disclosures to EEA investors in the non-EEA AIF, as well as provide reports on a regular basis to the regulator in each EEA Member State where the nonEEA AIF is marketed. In addition, the AIFMD includes a requirement that there must be cooperation arrangements in place between the regulators in each of: (i) the jurisdiction where the non-EEA AIFM is established; (ii) each EEA Member State into which the AIF is being marketed; and (iii) the jurisdiction where the AIF is established (if different from (i) and (ii)). Individual EEA Member State regulators may also impose additional marketing restrictions on a national basis. As such, the provisions of the AIFMD may limit the Manager’s ability to market the Fund in the EEA Member States.

The UK has equivalent rules to those in the AIFMD, since the AIFMD has been implemented under the UK Alternative Investment Fund Managers Regulations 2013 (the “UK AIFM Regulations”), in the FCA Handbook and retained as UK law by the EUWA. Accordingly, although the Fund is not organised in the UK, and is not authorised or regulated by the UK FCA, similar requirements and consequences to those discussed above would arise where the Fund is marketed to investors domiciled or with a registered office in the UK. Revised Regulatory Interpretations Could Make Certain Strategies Obsolete. In addition to proposed and actual accounting changes, there have been certain well-publicised incidents of regulators unexpectedly prohibiting the implementations of long-standing strategies. In the current unsettled regulatory environment, it is impossible to predict if future regulatory developments might adversely affect the Fund. EU General Data Protection Regulation. The Fund may be directly or indirectly subject to the requirements of the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) which came into effect in the European Union in May 2018. GDPR has direct effect in all EU Member States and has extraterritorial effect where non-EU persons such as the Fund and the Manager process personal data in relation to the offering of goods and services to individuals in the EU or the monitoring of the behaviour of individuals in the EU. GDPR imposes a number of obligations on data controllers and rights for data subjects, including: (i) accountability and transparency requirements, which will require data controllers to demonstrate and record compliance with the GDPR and provide more detailed information to data subjects regarding processing; (ii) enhanced requirements for obtaining valid consent; (iii) obligations to consider data protection as any new products or services are developed and to limit the amount of personal data processed; (iv) obligations to comply with data protection rights of data subjects including a right of access to and rectification of personal data, obtain restriction of processing or to object to processing of personal data and a right to ask for a copy of personal data to be provided to a third party in a useable format and erasing personal data in certain circumstances; and (v) reporting of personal data breaches to the supervisory authority without undue delay (and no later than 72 hours where feasible). The GDPR also introduces fines for serious breaches of up to the higher of 4% of annual worldwide turnover or €20 million. The GDPR identifies a list of points to consider when determining the level of fines to impose (including the nature, gravity and duration of the infringement). Data subjects also have a right to compensation for financial or non-financial losses (e.g. distress). The implementation of the GDPR may require substantial amendments to the procedures and policies and the Fund and the Manager and their respective affiliates. The changes could adversely impact on the Fund's business by increasing its operational and compliance costs. Further, there is a risk that the measures will not be implemented correctly or that individuals within the business will not be fully compliant with the new procedures. If there are breaches of these measures, the Fund, the Manager and their respective affiliates (as relevant) could face significant administrative and monetary sanctions as well as reputational damage which may have a material adverse effect on the operations, financial condition and prospects of the Fund. US Sanctions on Certain Chinese Companies and Russian Issuers. On November 12, 2020, the US Government issued an Executive Order 13959 (Executive Order on Communist Chinese Military Companies), and amended it on June 3, 2021 through Executive Order 14032, which prohibits transactions by any United States persons (as defined therein) in publicly traded securities, or any publicly traded securities that are derivative of, or are designed to provide investment exposure to, such securities, of certain Chinese Military-

Industrial Complex Companies (“Sanctioned Securities”) after 9:30 a.m. ET on August 2, 2021, or the relevant date thereafter (Executive Order 13959 or so amended, “EO 13959”). The implication of EO 13959 is that United States persons will be prohibited from purchasing any new securities in a non-US fund that holds publicly traded securities in any Sanctioned Securities. OFAC also published a series of Frequently Asked Questions (“FAQ”, together with EO 13959 (as amended) and other relevant rules published by the OFAC, as amended and/or supplemented from time to time, collectively the “CMIC Rules”), particularly FAQ 861, which further clarifies that EO 13959 prohibits United States persons from investing in non-US funds that hold Sanctioned Securities, regardless of the securities’ share of the underlying non-US fund. In addition, on April 6, 2022, the US Government issued an Executive Order 14071 (Executive Order on Prohibiting New Investment and Certain Services to the Russian Federation in Response to Continued Russian Federation Aggression) (Executive Order 14071 or so amended, “EO 14071”), which prohibits new investment in the Russian Federation by a United States person, wherever located. On June 6, 2022, OFAC published FAQ 1054, interpreting EO 14071 to prohibit United States persons from purchasing both new and existing debt and equity securities issued by an entity in the Russian Federation. Also on June 6, 2022, OFAC published FAQ 1055, interpreting the same Executive Order to prohibit purchases in securities issued by entities outside the Russian Federation if (i) the funds derived from those purchases are specifically intended for new projects or operations in the Russian Federation and (ii) the revenues of the entity located outside the Russian Federation are predominantly derived from its investments in the Russian Federation. In addition, the US Government has designated a number of Russian issuers as Specially Designated Nationals under the authority of Executive Order 14024 (Executive Order on Blocking Property With Respect to Specified Harmful Foreign Activities of the Government of the Russian Federation) (Executive Order 14024 or so amended, “EO 14024”). The term “Sanctioned Securities” as used here includes securities issued by these Russian issuers, as well. Investors should note that EO 13959, EO 14071 and EO 14024 (as amended) are relatively new developments and entail some uncertainties and the list of Sanctioned Securities may evolve and change. There may be new rules and regulations promulgated in connection with EO 13959, EO 14071 and EO 14024 (as amended) which could adversely affect the performance of the Fund. Any new laws, regulations and developments promulgated with respect to EO 13959, EO 14071 and EO 14024 (as amended) could potentially have a material adverse effect on the ability of the Fund to pursue its investment program, its ability to obtain leverage and financing or employ brokers and other counterparties, as well as negatively impacting the value of investments held by the Fund. Accordingly, Investors may incur substantial losses on their investments in the Fund. In addition, new sanctions may be issued by the US or other countries in the future that amplify the impact of existing sanctions (including EO 13959, EO 14071 and EO 14024 (as amended)) and risks that have been described. The Fund’s performance may, therefore, fluctuate substantially from period to period as a result of such new sanctions or changing laws and regulations associated with EO 13959, EO 14071 and EO 14024 (as amended). OTHER RISKS General Economic Conditions. The success of any investment activity is affected by general economic conditions, which may affect the level and volatility of interest rates and the extent and timing of investor participation in the markets for both equities and interestsensitive instruments. Unexpected volatility or illiquidity in the markets in which the Fund holds positions could cause the Fund to incur losses.

Impacts of Geopolitical Events. Increases in, and volatility of, the price of oil, current developments in Afghanistan, Iraq and the Middle East, the continued threat of terrorism both within the United States and abroad, the ongoing military and other actions and heightened security measures in response to these threats, international tensions between the United States and other nations, and instability in the credit and sub-prime markets may cause disruptions to commerce, reduced economic activity, and continued volatility in markets throughout the world. Such systemic risks may have an adverse impact on some of the assets in the Fund’s portfolio if such risks result in a decline in the securities markets and economic activity. The Manager cannot foresee the extent and timing of any decreased commercial and economic activity resulting from the above factors, or how the value of securities and other assets held by the Fund would be affected. The aforementioned factors could also result in incidents or circumstances that would disrupt the normal operations of the Manager, the Prime Brokers and the Administrator, or any of the broker-dealers, which could also have negative effects on the investment performance of the Fund. Risk Related to Russia’s Invasion of Ukraine. On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the broader markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and the broader markets. The extent and duration of the military action or future escalation of such hostilities; the extent and impact of existing and any future sanctions, market disruptions and volatility; and the result of any diplomatic negotiations cannot be predicted. These and any related events could have a significant negative impact on the broader global economy and on certain of the Fund’s investments. As a result of the ongoing conflict and its effects, the value or liquidity of certain investments held by the Fund and the Fund may decline significantly. Cybersecurity. The Fund and/or one or more of their respective service providers, including the Manager, may be prone to operational, information security and related risks resulting from failures of or breaches in cybersecurity. A failure of or breach in cybersecurity (“cyber incidents”) refers to both intentional and unintentional events that may cause the relevant party to lose proprietary information, suffer data corruption, or lose operational capacity. In general, cyber incidents can result from deliberate attacks (“cyber attacks”) or unintentional events. Cyber incidents may cause disruption and impact business operations, potentially resulting in financial losses, interference with the Fund’s and/or the Fund’s ability to calculate their NAV, impediments to trading, the inability of hareholders to subscribe for, exchange or redeem shares, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future which may adversely impact the financial condition and/or operation of the Fund. While the Manager and its respective affiliates have established business continuity plans in the event of, and risk management strategies, systems, policies and procedures to seek to prevent, cyber incidents, there are inherent limitations in such plans, strategies, systems, policies and procedures including the possibility that certain risks have not been identified. Furthermore, none of the Fund, the Manager and their respective affiliates can control the cybersecurity plans, strategies, systems, policies and procedures put in place by other service providers to the Fund and the Fund and/or the issuers in which the Fund invests. Disaster Recovery. The Manager has only limited disaster recovery plans for its operations, and the Manager relies on outside parties, including the Administrator, for performing key

accounting and operational functions, that in turn may also have limited disaster recovery plans. There is no assurance that any of these disaster recovery plans will be effective, which may not reduce losses to the Fund. Litigation. In the ordinary course of its business, the Fund and the Manager may be subject to litigation. The outcome of litigation, which may materially adversely affect the value or operation of the Fund, may be impossible to anticipate, and such proceedings may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the Manager’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Restriction on Auditors’ Liability. Cayman Islands law does not restrict the ability of Auditors to limit their liability and consequently the engagement letter entered into with the Auditors may contain such a provision as well as contain provisions indemnifying the Auditors in certain circumstances. No Separate Counsel. The legal counsel as to matters of Hong Kong Law and United States law named in this Memorandum (being Sidley Austin and Sidley Austin LLP, respectively) represent the Manager. Walkers (Hong Kong) has been engaged to act as counsel to the Fund as to matters of Cayman Islands Law only. Such counsel does not represent investors in the Fund, and no independent counsel has been retained to represent investors in the Fund in this regard. Forward Looking Statements. This Memorandum contains forward-looking statements. These forward-looking statements reflect the view of the Directors and the Manager with respect to future events. Actual results could differ materially from those in the forwardlooking statements as a result of factors beyond the Fund’s control. Prospective investors and shareholders are cautioned not to place undue reliance on such statements. The above discussion covers certain risks associated with the Fund and the shares, but is not, nor is it intended to be, a complete enumeration or explanation of all risks involved in an investment in the Fund. You should read this entire Memorandum and the Articles and consult with your own advisors before deciding whether to invest in the Fund. You should invest in the Fund only if you understand the nature of the investment, do not require more than limited liquidity in your investment, and can bear the economic risk that redemption will be effected and fees and performance fees made based on net asset values that may substantially exceed realised values. In addition, as the Fund’s investment program changes or develops over time, an investment in the Fund may be subject to risk factors not described in this Memorandum. The Manager, however, will supplement this Memorandum to disclose any material changes in the information provided herein. No assurance can be given that profits will be achieved or that substantial losses will not be incurred. IT IS PARTICULARLY IMPORTANT THAT INVESTORS CAREFULLY CONSIDER WHETHER A HIGHLY SPECULATIVE INVESTMENT IN THE FUND IS SUITABLE FOR THEM. AN INVESTMENT IN THE FUND IS LIKELY NOT TO BE SUITABLE FOR MANY INVESTORS. AN INVESTMENT IN THE FUND MAY NOT BE CONSISTENT WITH MANY INVESTORS’ PORTFOLIO OBJECTIVES OR INVESTMENT GUIDELINES DUE TO: (A) THE POTENTIAL FOR RESTRICTED LIQUIDITY OF THE SHARES; (B) THE POSSIBILITY OF

THE FUND RECEIVING A QUALIFIED AUDIT REPORT; AND (C) A VARIETY OF OTHER FACTORS.

Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status Valliance LLC is not registered and is not currently pending application to register as, a commodity pool operator (a “CPO”) with the United States Commodity Futures Trading Commission (“CFTC”) and the National Futures Association (“NFA”). VAML is an exempt CPO (NFA ID: 0531751). Material Relationships or Arrangements with Industry Participants Valliance LLC and VAML may use shared personnel for certain services. Such shared personnel may have conflicts of interest in allocating their time and resources among the various Valliance entities; however, such conflict is mitigated by the fact that Valliance LLC currently provides advisory services solely to the Fund, which is under VAML’s and the Firm’s management. Valliance LLC has adopted a unified compliance program, including a Code of Ethics, to address potential conflicts of interest. Please see Item 11, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” below for additional information regarding Valliance LLC’s Code of Ethics. All qualifying Valliance LLC and VAML personnel are treated as “Access Persons” by alliance LLC within the meaning of Rule 204A-1 under the Investment Advisers Act of 1940 and are subjected to alliance LLC’s global Code of Ethics. Please see Item 11, “Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading” below for additional information about alliance LLC’s Code of Ethics. Other Material Relationships Valliance LLC does not recommend or select other investment advisers for its clients in return for compensation directly or indirectly from those advisers.

Additionally, the Code of Ethics sets forth policies and procedures with respect to material, non-public information and other confidential information, and the fiduciary obligations that the Firm and each of its Employees owe to Investors. The Code of Ethics is circulated at least annually to all Employees, and each Employee at least annually must certify that he or she has received and followed the Code of Ethics and any amendments thereto. The Firm will provide a copy of the Code of Ethics to any client, prospective client, or Investor, free of charge, upon request. Participation or Interest in Client Transactions Valliance LLC serves as sub-adviser to the Fund and the SMAs. Employees, affiliates of the Employees, and relatives of the Employees may make investments in the Fund. Valliance LLC does not receive any compensation from such investments from Employees. The trading and investment will be done so as not disadvantaged the Fund over the SMA clients or vice versa. This is disclosed to the SMA clients prior to the execution of an IAA. Principal Transactions / Cross Trades In a “principal transaction,” an investment adviser, acting for its own account, buys a security from, or sells a security to, a client’s account. Valliance LLC does not intend to engage in principal transactions. If, in the future, Valliance LLC manages multiple client accounts, Valliance LLC may engage in cross trades only if the transaction acts in the best interests of the clients involved, and when the transaction is expressly permitted by the clients. To the extent that cross trades may be viewed as principal transactions due to the ownership interest in the Fund or other client by Valliance LLC and/or its Employees, Valliance LLC will comply with the requirements of Section 206(3) of the Advisers Act. Personal Account Dealing All Employees of the Firm and its affiliates must provide duplicate copies of brokerage statements to the compliance team (“Compliance”) for each month. The personal account dealing policy: • Applies to all Employees (including directors, officers, and any person accredited to the Companies for conducting regulated activities) and persons who are connected to the Employees, whom they exercise control and influence (“Covered Accounts”)

• • •

Mandates disclosure of all Covered Accounts upon commencement of employment Set out pre-clearance requirements for personal trading transactions other than the approved list of eligible instruments. Directs Compliance to review personal trading through brokerage account statements on a sample basis.

Any request for an exception under this policy must be submitted in writing to the Chief Compliance Officer with sufficient information for consideration. A copy of the Code of Ethics and Compliance Manual will be provided upon request.

Soft Dollar Arrangements Currently Valliance LLC does not have any soft dollar arrangements in place with counterparties. In fact, neither the Firm or its affiliate receive goods or services from a broker or a dealer in consideration of directing transaction business on behalf of the Fund or SMA accounts to such broker or dealer.

The Fund maintains its own Administrator, Prime Broker, and Custodian who are independent of the Firm. Investors will receive monthly account statements from the Administrator. The Firm urges Investors to carefully review such statements and compare such official records to the reports that are provided to them from the Firm or its affiliates.