A. General Description of Advisory Firm. Key Square, an investment advisory firm organized in 2015 under the laws of the State of Delaware, provides discretionary investment advisory services to clients that include current and future funds and managed accounts (collectively, the “Clients”). Key Square is headquartered in New York, with an office in London.

Key Square is principally owned by Mr. Scott Bessent.

B. Description of Advisory Services.

Key Square currently manages assets for various clients, including, but not limited to, the following commingled funds: 1


• Key Square Master Fund LP, a Cayman Island exempted limited partnership (“Master Fund I”), Key Square Partners LP, a Delaware limited partnership, and Key Square International Fund Ltd, a Cayman Islands exempted limited company (together, “Fund I”);
• Key Square Master Fund II LP, a Cayman Island exempted limited partnership (“Master Fund II”), Key Square Partners II LP, a Delaware limited partnership, and Key Square International Fund II Ltd, a Cayman Islands exempted limited company (together, “Fund II”); and
• Key Square Master Fund SPV I LP, a Cayman Island exempted limited partnership (together with Master Fund I and Master Fund II, the “Master Funds”), Key Square Partners SPV I LP, a Delaware limited partnership, and Key Square International SPV I Ltd, a Cayman Islands exempted limited company (“SPV I” and together, with Fund I and Fund II, each a “Fund” and collectively, the “Funds”).

Key Square Fund General Partner I LP (“General Partner I”) is the general partner of Key Square Partners LP and Key Square Master Fund LP. Key Square Fund General Partner II LP (“General Partner II”) is the general partner of Key Square Partners II LP and Key Square Master Fund II LP. Key Square General Partner SPV I LP (“General Partner SPV I ” and together with General Partner I and General Partner II, the “General Partners”) is the general partner of Key Square Partners SPV I LP and Key Square Master Fund SPV I LP. Furthermore, Key Square Capital Management LLC (“Manager I”) is the investment manager of the Master Fund Funds. Key Square currently applies a multidisciplinary approach to investing and may pursue multiple investment strategies including, without limitation: multi-asset global macro; long/short equities; investing in commodity and commodity-related industries; high yield, credit and distressed credit; 1 In addition to its current and future commingled structures, Key Square currently does, and may in the future, manage separate dedicated bespoke vehicles, single trading subsidiaries and/or managed accounts. event-driven/special situations investing; and relative value investing. Key Square’s investment objective is to achieve superior risk-adjusted returns over the medium to long term by seeking capital appreciation through a multi-asset global macro strategy, without being limited by pre- defined strategies with respect to each Client. In some cases, there are no limitations on the markets or types of instruments in which an Investment Manager (as defined below) may pursue investments deemed by it to have the most attractive risk-reward characteristics for each Client. The Investment Manager may, in its discretion, utilize the services of any sub-advisor or similar consultant (including the Sub-Advisor (as defined in Item 10 below)) to provide non-binding (i.e., with no authority to either bind Clients or make investment decisions) research-related or other advice, operational due diligence or on-going monitoring of investments.

Key Square’s investment strategies are more fully described in the offering documents for each Fund and will be available in the offering documents or agreements for any other current or future Client. Please see Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss) below for a more detailed description of the investment strategies pursued and types of investments made by Key Square.

The descriptions set forth in this Brochure of specific advisory services that Key Square offers to Clients, and investment strategies pursued and investments made by Key Square on behalf of its Clients, should not be understood to limit in any way Key Square’s investment activities. Key Square may offer any advisory services, engage in any investment strategy and make any investment, even if not described in this Brochure, that Key Square considers appropriate, subject to each Client’s investment objectives and guidelines. Not all of the strategies described in this Brochure may be used at the same time or in the same proportions, and Key Square may add, suspend, eliminate or modify investment strategies at its discretion. The investment strategies Key Square pursues are speculative and entail substantial risks. Investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. C. Availability of Tailored Services for Clients.

As mentioned above, Key Square’s investment advice is subject to investment objective and guidelines of each Client, as set forth in the offering documents and/or constituent documents of such Client, as applicable. With respect to the Funds, Key Square’s advice is not subject to modification by investors, other than certain investors who currently have and may in the future have more favorable rights not afforded to other investors such as (i) greater information, including greater transparency into a Client’s portfolio; (ii) different liquidity rights; (iii) different fee and/or allocation terms; (iv) different transfer rights; (v) risk, tax or other reporting and/or (vi) different portfolios. The terms of Clients (other than the Funds) in some cases, currently are, or may in the future be, individually negotiated and provide better terms than those offered to investors in the Funds, including, but not limited to, lower management and performance-based compensation, different liquidity, leverage, expenses, loss carry forward, high water mark, liability, indemnity, risk and/or compliance restrictions, tax reporting, co-investment, most favored nation and information rights (including better transparency with respect to the holdings of each Client) relative to other investors. Some Clients have overlapping strategies to other Clients and some do not and may not in the future. D. Wrap Fee Programs. Key Square does not participate in wrap fee arrangements. E. Assets under Management. As of March 29, 20192, Key Square had approximately $4.2 billion in assets under management. please register to get more info

A. Advisory Fees and Compensation.3

Key Square or one of its affiliates typically receives compensation from each Client based on a percentage of assets under management and a percentage of the performance achieved for such Client. As described below, Key Square charges each applicable Client an annual management fee equal to a percentage of the assets managed by Key Square, and each product (or in the case of a master/feeder structure, the master fund) makes a performance-based allocation or pays a performance-based fee, as applicable, equal to a percentage of its net appreciation, subject to certain limitations further described below. Performance-based allocations and fees are calculated after deducting certain expenses, including, without limitation, brokerage commissions, management fees, operational and research costs (as more fully described below).

Generally speaking,4 Key Square or an affiliate is expected to receive a management fee (the “Management Fee”) from the Funds payable, in advance, at the beginning of each calendar quarter at a rate of between 0.3725% (1.5% per annum) and 0.75% (3.0% per annum) of the net asset value of assets under its management.

2 This represents the aggregate of the notional assets under management (i) as calculated for the Funds as of February 28, 2019 and (ii) of a managed account added to the Key Square platform in March 2019. 3 In addition to the management fees and incentive compensation described in Item 5 above, with respect to withdrawals/redemptions made within 2 years of making the respective subscription for certain investments as applicable, the respective Fund will be entitled to a set percentage of the withdrawal/redemption amount; however none of this amount is allocated directly to the Investment Manager, except to the extent an affiliate is a limited partner of the Fund. Furthermore, such amounts are taken into consideration for purposes of calculation the incentive allocation. 4 Some Clients currently (or may in the future) have lower or higher Management Fees for its investors. Furthermore, with respect to certain Funds, there are potential upward adjustments to the management fee and the incentive compensation depending on whether an investor withdraws/redeems its capital within 2 years of making the respective subscription for such capital. With respect to current Clients, certain affiliates of Key Square are expected to receive performance-based compensation, equal to between 10% and 30% of the net capital appreciation attributable to each applicable Client for the preceding fiscal year. In calculating the annual net capital appreciation of each Client, prior losses are carried forward and must be made up before performance-based compensation is made. Performance-based compensation is generally assessed at the end of the fiscal year of the respective Client or upon full or partial withdrawal of an investor’s capital and paid to certain affiliates of Key Square. In the event that an investor is permitted or required to withdraw or redeem completely or partially from any Client other than at the end of the fiscal year, generally the performance- compensation with respect to such investor for such year will be determined, at the time of withdrawal, with respect to the portion being withdrawn or redeemed through the applicable withdrawal date.

In general, fees of the Funds are not negotiable, although the applicable Investment Manager will have the discretion to permit certain investors to invest in each Fund on different fee terms. There are, and may in the future be, different or negotiated fee schedules and other terms negotiated between Key Square and underlying Client investors. In addition, Key Square, either directly or through one of its affiliates, has the discretion to waive all or a portion of the Management Fee and/or performance-based allocations. In general, principals, partners and employees of Key Square do not pay management fees and are not subject to performance-based allocations. In addition, affiliates of Key Square, partners and employees (and former partners and former employees) of Key Square, immediate family members of such persons, trusts or other entities primarily for such persons’ benefit or for charitable purposes, friends and strategic investors may be granted a waiver with respect to the management fees and the performance-based allocation, at the discretion of Key Square or one of its affiliates. In addition, Key Square, the Funds or the General Partner have entered, and may in the future enter, into side letters or similar written agreements with investors which have the effect of establishing rights under, or altering or supplementing the terms of, the relevant governing documents including the Management Fee or performance-based allocation.

B. Payment of Fees and Incentive Compensation.

The Investment Manager will deduct fees from the assets of each Fund’s investors invested in each Fund. Investors in the Funds will not have the ability to choose to be billed directly for fees incurred. Investors in managed accounts are expected to be invoiced for fees incurred. C. Expenses. In addition to the fees and compensation described above, each Client bears its own operational expenses as more fully described in the offering documents of each Fund and Investment Management Agreement of the Clients. Such expenses generally include, but are not limited to, legal and other organizational expenses including all expenses relating to the initial and ongoing offer and sale of interests and the negotiation of side letters, operating and other expenses, including, but not limited to, investment-related expenses (e.g., consulting, advisory, investment banking, valuation, legal and other professional fees relating to investments, broken deal expenses and other transactional charges, fees or costs, research-related expenses, including, without limitation, news and quotation equipment and services, market data services (e.g., Reuters) and/or portfolio risk management services); brokerage commissions; clearing and settlement charges; custodial fees; interests expenses legal expenses (including with respect to litigation and threatened litigation, if any, including with respect to past holdings); any compliance expenses incurred in connection with Fund operations and portfolio holdings, including regulatory filings (e.g., filings with the SEC including Form PF and expenses related to the offering and sale of interests in compliance with the Directive 2011/61/EU on Alternative Investment Fund Managers (the “AIFMD”) and Article 10 § 3 of the Collective Investment Scheme Act 2006, as amended (CISA),, but excluding the preparation of Form ADV or membership with the National Futures Association) and third party monitoring of position/reporting limits; expenses related to the maintenance of a Client’s or account’s registered office; corporate licensing; reconciliation services; fees of pricing, data and exchange services; valuation firms and financial modeling services; the costs and expenses related to acquisition, installation, servicing of, and consulting with respect to, order, trade, and commission management products and services (including, without limitation, risk management and trading software or database packages and); travel and lodging expenses incurred in connection with the discovery, evaluation, acquisition, holding, management, monitoring or disposition of investments, which may include business or first-class airfare and private air travel, including reimbursement of Key Square or its affiliates for use of chartered aircraft owned or leased by them up to the rate of an equivalent first-class ticket; accounting, audit and tax advice and preparation expenses (including preparation costs of financial statements, tax returns, reports to investors and schedule K-1s); printing and mailing costs; market information systems and computer software and information expenses; insurance costs (including, without limitation, directors’ and officers’ liability or other similar insurance policies, errors and omissions insurance and other similar policies for the benefit of each Client); filing and registration fees (e.g., blue sky and corporate filing fees and expenses); fees of the administrator; directors’ fees or fees of an advisory board or the independent representative committee (each, if applicable); the Management Fee; any extraordinary expenses (including indemnification or litigation expenses and any judgments or settlements paid in connection therewith); all other costs and expenses arising out of indemnification obligations; any and all taxes (including entity-level taxes) and governmental fees or other charges payable by or with respect to or levied against a Client, its investments, or to Federal, state or other governmental agencies, domestic or foreign, including real estate, stamp or other transfer taxes and expenses related to complying with Sections 1471 to 1474 of the Internal Revenue Code of 1986, and similar regulations outside the U.S.; wind-up and liquidation expenses and other similar expenses. For the avoidance of doubt, “similar expenses” refers to any expenses that are similar in type and nature to the expenses described in the previous sentence, and any expenses determined by the General Partner to be primarily related to providing the proper infrastructure for the General Partner and an Investment Manager in connection with a Client’s investments and operations. All or a portion of any of any brokerage and research-related expenses may be paid for using soft dollars generated by each Client. If any of the above expenses are incurred jointly by one or more Clients, such expenses will be allocated in proportion to their assets under management (i.e., notional value, net asset value or capital amount), the size of the investment made by each in the activity or entity to which the expense relates, or in such other manner as Key Square and its affiliates considers fair and equitable. See Item 12 for more detail on Key Square’s brokerage practices. Existing and prospective investors and Clients should refer to their respective offering memorandum or constituent documents, as applicable, for detailed information with respect to the fees and expenses associated with each Client, as applicable. The information contained here is a summary only and is qualified in its entirety by such documents. D. Prepayment of Fees. The Management Fees and performance-based allocations payable by investors in the Funds are expected to be generally prorated and subject to adjustment for any partial periods. Other Clients may have different terms and may be subject to bespoke agreements. E. Additional Compensation and Conflicts of Interest. Neither Key Square nor its officers, employees, or other affiliates accept compensation for the sale of securities or other investment products. please register to get more info

As described in Item 5 above, Key Square (or an affiliate) expects to receive its performance- based allocation or fee, as applicable, from the its Clients. The receipt of a performance-based allocation may create an incentive for Key Square to make investments that are riskier or more speculative than would be the case if such compensation arrangements were not in place.

It should also be noted that even though Key Square may receive a performance-based compensation from its Clients, there are differences in the compensation structure assigned to a particular Client. As such, Key Square’s receipt of a performance-based compensation creates a potential conflict of interest in that it may create an incentive for Key Square to make investments on behalf of certain Clients that are riskier or more speculative than would be the case if all Clients assumed the same fee structure. In addition, since performance-based compensation will be calculated on the basis of realized and unrealized gains, such allocation may be based on gains that some Clients might never realize.

In addition, Key Square may be incentivized to favor certain Clients over other Clients (i) as a result of higher investment participation levels by principals, partners and employees of Key Square in certain Clients and/or (ii) because the compensation received from some Clients may exceed the compensation received from other Clients. In order to mitigate this risk and conflict, Key Square implements policies designed to seek fair and equitable treatment for all Clients and to prevent conflicts from influencing the allocation of investment opportunities among the Clients, as further described in Item 11 and Item 12. A description of the services offered, and corresponding fees charged, by Key Square will be provided in the applicable offering documents or investment management agreements. please register to get more info

As described in Item 4 above, Key Square and/or its affiliate(s) provides investment advice to its Clients. Investors in the Funds will not be considered clients of Key Square. Such investors may include pension plans, charitable foundations, endowments, fund of funds, sovereign wealth funds, private funds, investment companies, trusts, family offices, high net worth individuals and other entities and institutions. Investors in the Funds must meet certain suitability requirements as set forth in the respective Fund’s offering documents.

Details concerning applicable suitability criteria are set forth in the respective Funds’ offering and/or operational documents. Each Fund generally has a minimum initial investment requirement. These thresholds may be waived or otherwise modified at the discretion of Key Square or its affiliates.

From time to time, Key Square has offered, and may in the future offer, a separately managed account to a potential Client that meets certain financial and/or sophistication requirements, which may include a minimum size of investment which is individually negotiated or be based on a strategic relationship to Key Square and/or an affiliate. please register to get more info

A. Methods of Analysis and Investment Strategies.

Key Square’s principal investment objective is to achieve superior risk-adjusted returns over the medium to long term by seeking capital appreciation through a multi-asset global macro strategy, without being limited by pre-defined strategies. The strategies pursued for the Clients at any time may (or may not) include, without limitation: multi-asset global macro; long/short equities; investing in commodity and commodity-related industries; high yield, credit and distressed credit; event-driven/special situations investing; and relative value investing. Generally, there are no limitations on the strategies, markets or types of instruments in which the Clients may invest.

Key Square expects to invest by creating long or short exposure globally in interests commonly referred to as securities, other financial instruments and other assets of U.S. and non-U.S. entities, whether traded on an organized exchange, through “pink sheets”, over-the-counter (“OTC”), or otherwise, including capital stock; shares of beneficial interest; partnership interests and similar financial instruments; bonds, notes and debentures (whether subordinated, convertible, or otherwise); currencies; commodities; physical and intangible assets; interest rate, currency, commodity, equity and other derivative products, including, but not limited to, (i) futures contracts (and options thereon) relating to stock indices, currencies, U.S. government securities and securities of non-U.S. governments, other financial instruments and all other commodities, (ii) swaps (including credit default swaps), options, swaptions, warrants, caps, collars, floors and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; mortgage-backed obligations issued or collateralized by U.S. federal agencies (including fixed rate pass-throughs, adjustable rate mortgages, collateralized mortgage obligations, stripped mortgage-backed securities and REMICs); repurchase and reverse repurchase agreements; equipment lease certificates; equipment trust certificates; loans; structured finance instruments; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; insurance, bankruptcy contract, and other claims; executory contracts; participations; mutual funds, exchange traded funds and similar financial instruments; money market funds; portfolio funds; obligations of the U.S. or any non-U.S. government, or any country, state, governmental agency or political subdivision thereof; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature that exist now or are hereafter created; in each case, of any natural person, partnership, limited liability company, corporation, unincorporated association, joint venture, trust, state or any other entity or any governmental agency or political subdivision thereof, whether or not publicly traded or readily marketable (collectively, “Financial Instruments”). Certain of the Financial Instruments in which Clients invest into may be thinly-traded, illiquid and/or privately-placed. It is not expected that Clients will be active in venture capital. Clients may co-invest with third parties through joint ventures or otherwise. Such investments may involve risks in connection with such third-party involvement.

Key Square has broad and unfettered investment authority depending on the Client, and may trade in any type of security, issuer or group of related issuers, country, region and sector that it believes will help each Client achieve its investment objective, subject to any negotiated terms. Additionally, the strategies that Key Square may pursue for Clients are not limited to the strategies described herein; furthermore, such strategies may change and evolve materially over time. Key Square generally has broad latitude with respect to the management of each Client’s risk parameters.

Key Square will opportunistically implement whatever strategies, risk management techniques and discretionary approaches, as well as such other investment tactics, as it believes from time to time may be suited to prevailing market conditions. Key Square may utilize such leverage, position size, duration and other portfolio management techniques as it believes are appropriate for Clients. Prospective investors must recognize that in investing, they are placing their capital indirectly under the full discretionary management of Key Square and authorizing Key Square indirectly to trade using whatever strategies in such manner as Key Square may determine. Any of these new investment strategies, techniques, discretionary approaches and investment tactics may not be thoroughly tested before being employed and may have operational or other shortcomings which could result in unsuccessful investments and, ultimately, losses to the Clients.

Clients generally will not be informed of any changes in Key Square’s strategies, techniques, discretionary approach and tactics. There can be no assurance that Key Square will be successful in applying its approach and there is material risk that a Client may suffer significant impairment or total loss of its capital. Investing in securities involves a risk of loss that investors should be prepared to bear. Investors should be aware that they will be required to bear the financial risks of an investment in any Fund for a substantial period of time. An investment in one or more products is suitable only for sophisticated investors who fully understand and are willing to assume the risks involved in the investment program of the relevant Client(s), including, without limitation, the risks that Key Square may not achieve its investment objectives and that investors may lose all or part of their investment. B. Material, Significant or Unusual Risks Relating to Investment Strategies. Relationship among Investment Manager’s Clients. The terms of Clients (other than the Funds) in some cases, currently are, or may in the future be, individually negotiated and provide better terms than those offered to investors in the Funds or other Clients, including, but not limited to, lower management and performance-based compensation, different liquidity, leverage, expenses, loss carry forward, high water mark, liability, indemnity, risk and/or compliance restrictions, tax reporting, co-investment, most favored nation and information rights (including better transparency with respect to the holdings of each Client) relative to other investors.

In addition, the terms and conditions of the Funds, in some cases, include and may in the future include: (i) greater information than is provided to another Fund’s investors (such as transparency with respect to the portfolio if not during the notice period in a given quarter), (ii) different or more favorable redemption rights such as more frequent redemptions or shorter redemption notice periods than the other Funds, (iii) different fee and allocation terms than the other Funds, (iv) more favorable transfer rights than the other Funds (v) risk, tax or other reporting and/or (vi) different portfolios than the other Funds.

Loss of Investment. Investments are exposed to the risk of the loss of capital. The prices of the Financial Instruments in which each Client invests may be volatile and market movements as they relate to such Financial Instruments are difficult to predict. No guarantee or representation is made that such Client’s investment strategy will be successful. In addition, each Client is expected to use investment techniques such as leverage, short sales, uncovered option transactions, forward transactions, futures and options on futures transactions, foreign currency transactions, securities lending and a highly concentrated portfolio with respect to the Financial Instruments, among others, which could under certain circumstances magnify the impact of any adverse market or investment developments.

An investment in any fund or through a managed account should not in itself be considered a balanced investment program, but rather is intended to provide diversification in a more complete investment portfolio. Investors should be able to withstand the loss of their entire investment, as there can be no assurance that the investments made by any fund or through a managed account will increase in value or that a Client or investing through a managed account will not incur significant losses. Flexible Investment Approach. The Investment Manager has generally broad and unfettered investment authority, and may trade in any type of security, issuer or group of related issuers, country, region and sector that it believes will help each Client achieve its investment objective, subject to any negotiated investment restrictions for a Client. Additionally, the strategies that an Investment Manager may pursue for its Clients are not limited to the strategies described herein; furthermore, such strategies may change and evolve materially over time. The Investment Manager has generally broad latitude with respect to the management of each Client’s risk parameters. The Funds, in particular, are subject neither to formal diversification policies limiting each Fund’s portfolio investments nor to formal leverage policies limiting the leverage to be used by any Fund. This may vary for any Client depending on the negotiated terms of such account. The Investment Manager will opportunistically implement whatever strategies, risk management techniques and discretionary approaches, as well as such other investment tactics, as it believes from time to time may be suited to prevailing market conditions. The Investment Manager may utilize such leverage, position size, duration and other portfolio management techniques (such as taking a more active or engaged role with respect to certain investments) as it believes are appropriate for each Client (unless subject to a restriction). Prospective investors must recognize that in investing in any fund or through a managed account, they are placing their capital indirectly under the full discretionary management of the applicable Investment Manager and authorizing such Investment Manager indirectly to trade for such fund or account using whatever strategies in such manner as the Investment Manager may determine. Any of these new investment strategies, techniques, discretionary approaches and investment tactics may not be thoroughly tested before being employed and may have operational or other shortcomings which could result in unsuccessful investments and, ultimately, losses to each Client. In addition, any new investment strategy, technique and tactic developed by a Client (or any such strategy, technique or tactic pursued by a Client, but not fully described herein) may be more speculative than earlier investment strategies, techniques and tactics and may involve material and as-yet- unanticipated risks that could increase the risk of an investment in such Client. Investors generally will not be informed of any changes in the Investment Manager’s strategies, techniques, discretionary approach and tactics. There can be no assurance that the Investment Manager will be successful in applying its approach and there is material risk that an investor may suffer significant impairment or total loss of its capital.

Concentration of Investments. The Funds are not limited as to the amount of capital or exposure which may be committed to any one issuer, industry, sector, strategy, country or geographic region. In fact, each Fund’s portfolio, at times, may be highly concentrated. Each Fund’s investment technique of concentrating investment positions increases the volatility of investment results over time and creates the potential that a loss in any such position could have a material adverse impact on such Client’s Financial Instruments. While this would likely apply to other Clients as well, it may vary for any Client depending on the negotiated terms of such account. Hedging Transactions. Clients are not required to hedge any particular risk in connection with a particular investment or its portfolio generally and may elect to not hedge its risks at all. For example, a Client may elect to not hedge against fluctuations in the value of its portfolio positions as a result of changes in market interest rates or any other developments. While a Client may enter into hedging transactions to seek to manage risk, such transactions may result in a poorer overall performance for such Client than if it had not engaged in any such hedging transaction. Moreover, such Client may not anticipate a particular risk so as to hedge against it and the portfolio will always be exposed to certain risks that may not be hedged. Enforcement of Legal Rights. From time to time, a variety of different events may impact specific Financial Instruments in the Fund’s portfolio and may lead the Investment Manager, on behalf of the Fund, to participate in business strategy, reorganization proceedings and/or legal action. The occurrence of such events may be difficult to predict, increase the chance of loss of capital and may create additional costs and expenses for the Fund, as well as increased regulatory risks. Global Macro Strategy. Each Client’s global macro investing will consist primarily of investing in global fixed income, currency and equity markets, and their related derivatives, in order to exploit fundamental, economic, financial and political imbalances that may exist in and between markets throughout the world. The success of the Investment Manager’s global macro investing depends on the Investment Manager’s ability to identify and exploit such perceived imbalances. Identification and exploitation of such imbalances involves significant uncertainties. There can be no assurance that the Investment Manager will be able to locate investment opportunities or to exploit such imbalances. In the event that the theses underlying any Client’s positions fail to be borne out in developments expected by the Investment Manager, such Client may incur losses, which could be substantial.

Reliance on Experts. The Investment Manager expects to engage and retain strategic advisors, consultants, senior advisors and other similar professionals, including “expert,” who are not employees or affiliates of Key Square, which may include former senior government officials, policy makers, central bankers, and as well as other high-profile political figures, including persons known to be close associates of such individuals. The nature of the relationship with each of these professionals and the amount of time devoted or required to be devoted by them may vary considerably. In certain cases, they provide the Investment Manager with industry- or jurisdiction-specific insights and feedback on investment themes, assist in transaction due diligence, make introductions to and provide reference checks on management teams. In other cases, they take on more extensive roles and contribute to the origination of new investment opportunities. In certain instances the Investment Manager expects to have formal arrangements with these professionals (which may or may not be terminable upon notice by any party), and in other cases the relationships may be more informal.

There can be no assurance that any of the consultants and/or other professionals will continue to serve in such roles and/or continue their arrangements with the Investment Manager throughout the term of any Client relationship or fund term. Further, in the event that material non-public information is obtained by such persons, any Client may become subject to trading restrictions pursuant to the internal trading policies of the Investment Manager or as a result of applicable law or regulations or be prohibited for a period of time from purchasing or selling Financial Instruments, which prohibition may have an adverse effect on such Client. Any Client and the Investment Manager may also become subject to legal, regulatory, reputational and other unforeseen risks as a result of these professionals’ high-profile positions. Long/Short Investment Strategies. The identification of investment opportunities in the implementation of Clients’ long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully identified or realized. In the event that the perceived opportunities underlying such Client’s positions fail to converge toward, or diverge further from, values expected by the Investment Manager, such Client may incur a loss. In the event of market disruptions, a Client could be forced to close out one or more positions at unfavorable prices, thereby incurring significant losses. Furthermore, the models and analytics used to determine whether an investment presents an attractive opportunity consistent with the Investment Manager’s long/short strategies may become outdated and inaccurate as market conditions change. Short Sales. Short selling involves selling securities which are not owned by the short seller, and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling may also refer to other instances in which a party engages in trading aimed to benefit from negative price movements (such as in the case of a “buyer” of a credit default swap). Short selling allows the seller to profit from a decline in market price to the extent such decline exceeds the transaction costs and, in the case of a securities short sale, the costs of borrowing the Financial Instruments. The extent to which a Client engages in short sales will depend upon the Investment Manager’s investment strategy and opportunities. A securities short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Client of buying that security to cover the short position. There can be no assurance that such Client will be able to maintain the ability to borrow securities sold short. In such cases, such Client may be forced to repurchase securities in the open market to return to the lender. There also can be no assurance that the stocks necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss.

Leverage; Borrowing for Operations. The Investment Manager intends to use a high degree of “leverage” as part of the investment program for the Clients. Leverage may take the form of, among other things, any of the Financial Instruments described herein, including, derivative instruments which are inherently leveraged and trading in products with embedded leverage such as options, short sales, swaps and forwards. The use of leverage should allow the Clients to make additional investments, thereby increasing its exposure to assets, such that its total assets may be greater than its capital; however, leverage may also magnify the volatility of changes in the value of such Client’s portfolio. The effect of the use of leverage by a Client in a market that moves adversely to its investments could result in substantial losses to such Client, which would be greater than if such Client were not leveraged. In addition, such Client will have the authority to borrow money for cash management purposes and to meet withdrawals that would otherwise result in the premature liquidation of its investments. The level of interest rates generally, and the rates at which a Client can borrow particularly, will affect the operating results of such Client. The amount of borrowings and leverage which such Client may have outstanding at any time may be substantial in relation to its capital. The instruments and borrowings used by such Clients to leverage investments may be collateralized by such Client’s portfolio. Accordingly, such Clients may pledge its Financial Instruments in order to borrow or otherwise obtain leverage for investment or other purposes. The expiration or termination of available financing for leveraged positions, and the requirement to post collateral in respect of changes in the fair value of leveraged exposures or changes in advance rates or other terms and conditions of such Client’s repurchase agreements, can rapidly result in adverse effects to its access to liquidity and its ability to maintain leveraged positions, and may cause such Client to incur material losses. Should the Financial Instruments pledged to lenders to secure such Client’s margin accounts decline in value, such Client could be subject to a “margin call,” pursuant to which such Client must either deposit additional funds or Financial Instruments with the lender or suffer mandatory liquidation of the pledged Financial Instruments to compensate for the decline in value. Lenders providing financing to such Client can apply essentially discretionary margin, haircut, financing, and collateral valuation policies. Changes by lenders in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. There can be no assurance that such Client will be able to secure or maintain adequate financing.

While a Client expects to borrow or use other forms of leverage (on a secured or unsecured basis) for any purpose, including to increase investment capacity, cover operating expenses or for clearance of transactions, there is no guarantee that any such borrowing arrangements or other arrangements for obtaining leverage will be available, or, if available, will be available on terms and conditions acceptable to such Client. Unfavorable economic conditions also could increase funding costs, limit access to the capital markets or result in a decision by lenders not to extend credit to such Client.

Margin Borrowings. Whenever a Client uses financing extended by broker-dealers to leverage its portfolio, it may be subject to changes in the value that broker-dealers ascribe to a given Financial Instrument, the amount of margin required to support such Financial Instrument, the borrowing rate to finance such Financial Instrument and/or such broker-dealers’ willingness to continue to provide any such credit to such Client. Any Client could be forced to liquidate its portfolio on short notice to meet its financing obligations. The forced liquidation of all or any portion of a Client’s portfolio at distressed prices could result in significant losses to such Client.

In particular, any Client could be subject to a “margin call,” pursuant to which such Client would either be required to deposit additional funds or Financial Instruments with the broker-dealer, or suffer mandatory liquidation of the pledged Financial Instruments to compensate for the decline in value. In the event of a sudden drop in the value of any Client’s assets, such Client might not be able to liquidate assets quickly enough to satisfy its margin requirements.

Event-Driven Investing. Event-driven investing requires the investor to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a Financial Instrument. If the event fails to occur or it does not have the predicted effect, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as the Investment Manager had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value and fail to implement it, resulting in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to a Client of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a U.S. federal or state regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in prices; (vi) compliance with any applicable U.S. federal or state securities laws, or in the case of foreign issuers, non-U.S. laws; and (vii) inability to obtain adequate financing. Certain similar events may be applicable to sovereign issuers and government sponsored enterprises. Relative Value Investing. The Investment Manager may use “relative value” investing strategies, which attempt to exploit relative mispricings among interrelated instruments (such as securities, derivatives, futures, bank debt, etc.), rather than making directional “bets” on absolute price movements. Mispricings, even if correctly identified, may not be corrected by the market, at least within a timeframe over which it is feasible for a Client to maintain a position. Even “pure” arbitrage positions can result in significant losses if the Investment Manager is not able to maintain both sides of the position until expiration, for example, in circumstances where such Client is forced to prematurely return a borrowed security. The Investment Manager may use a high degree of leverage and could be forced to liquidate positions prematurely in order to meet margin calls, causing an otherwise “pure” arbitrage position to result in major losses.

The success of the Investment Manager’s relative value investment strategy depends on the Investment Manager’s ability to identify and exploit perceived inefficiencies in the pricing of securities, financial products, or markets. Identification and exploitation of such discrepancies involve uncertainty. There can be no assurance that the Investment Manager will be able to locate investment opportunities or to exploit pricing inefficiencies in the securities markets. A reduction in the pricing inefficiency of the markets in which the Investment Manager seeks to invest will reduce the scope for the Investment Manager’s investment strategies. In the event that the perceived mispricings underlying a Client’s positions were to fail to converge toward, or were to diverge further from, relationships expected by the Investment Manager, such Client may incur losses. Even if the Investment Manager’s relative value investment strategy is successful, it may result in high portfolio turnover and, consequently, high transaction costs.

Event-Driven Arbitrage. In general, event-driven arbitrage investing is exposed to adverse outcomes of the “event” being positioned. Adverse outcomes or developments might arise from fundamental reasons, regulatory rulings, legal or tax rulings, or even extreme market movements. The financing component of many announced corporate actions could come under pressure and result in a cancellation or change in terms of the proposed transaction. Even where the corporate action or event occurs as expected, but is significantly delayed or advanced in the timing for its completion, deviations from the expected return or profitability could be high. At times, the amount of announced deals in the market might be inadequate to allow for a diversified portfolio to be constructed, or for returns to be near historic and meaningful levels relative to the risks. There can be no assurance that the Investment Manager’s event-driven arbitrage strategy will result in a Client achieving its objective. Corporate Governance Approaches. The Investment Manager generally does not expect to take an “activist” approach toward the management team or board of directors of the companies in which a Client invests and, consequently, does not expect to enter into an investment for the purpose of implementing an activist strategy toward an issuer. In certain circumstances, however, the success of a Client’s investment of any portion of its capital in publicly traded equity and/or debt securities may require that a Client adopt an “activist” or “suggestivist” approach to defend its investment in such Financial Instruments. Such approach may also be pursued in connection with sovereign issuers and government sponsored enterprises. In pursuing an activist or “suggestivist” approach for defensive purposes, a Client may act alone or together with one or more other investors or investment managers acting as a group. In order to implement any actions deemed necessary to defend the investment and maximize value, the Investment Manager, or other members of the investing group, may share their perspectives on long-term value creation with the management team, and occasionally with the board of directors of the issuer to design an alternate strategic plan and assist them in the plan’s execution and may secure the appointment of persons selected by the Investment Manager or other members of the group to the company’s management team or board of directors. In order to accomplish the foregoing, the Investment Manager may cause a Client, either alone or together with other members of a group, to acquire a “control” position in the issuer’s securities. Moreover, there can be no assurance that any of the foregoing will succeed, and such control positions may subject a Client to additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability including those in which the limited liability that is generally characteristic of such business operations may be ignored. All of a Client’s capital might be used to satisfy these liabilities.

The regulatory overlay, and consequently, risks, associated with activist, or even not entirely passive, investments is fundamentally different from the regulatory overlay that is applicable to purely passive investments. For instance, a Client may be required to make filings pursuant to Sections 13(d), 13(g) and/or 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the rules and regulations promulgated pursuant thereto, and possibly be subject to “short swing profits” disgorgement, and to certain fees, penalties or sanctions, if it fails to do so. A Client may also be required to make filings pursuant to the Hart- Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Independent Money Managers. The Investment Manager does not generally expect to allocate any portion of its capital to other money managers (the “Money Managers”). To the extent a Client does allocate any portion of its capital to such managers, investors are not expected to bear two layers of incentive or similar fees. Each of such Money Managers may invest wholly independently of one another (and of a Client) and may at times hold economically offsetting positions. To the extent that the Money Managers and/or a Client do, in fact, hold offsetting positions, a Client, considered as a whole, may not achieve any gain or loss despite incurring investment expenses, including, without limitation, performance-based compensation. If a Client is concentrated in a position, as a result of such Client and/or one or more funds managed by a Money Manager holding the same position, the risks associated with such position will be magnified. Clients and some Money Managers also may compete with each other from time to time for the same positions in certain markets. Such competition may adversely affect the performance of such Client and/or such funds managed by the Money Managers. Prepayment Risk. The frequency at which prepayments (including voluntary prepayments by the obligors and accelerations due to defaults) occur in the Financial Instruments in which a Client may invest will be affected by a variety of factors, including the prevailing level of interest rates and spreads as well as economic, demographic, tax, social, legal, political and other factors. Generally, obligors tend to prepay their fixed rate obligations when prevailing interest rates fall below the coupon rates on their obligations. Similarly, floating rate issuers and borrowers tend to prepay their obligations when spreads narrow. In general, “premium” securities (securities whose market values exceed their principal or par amounts) are adversely affected by faster than anticipated prepayments, and “discount” securities (securities whose principal or par amounts exceed their market values) are adversely affected by slower than anticipated prepayments. Since certain of the Financial Instruments in which a Client may invest may be discount instruments when interest rates and/or spreads are high, and may be premium instruments when interest rates and/or spreads are low, such Financial Instruments may be adversely affected by changes in prepayments in any interest rate environment.

The adverse effects of prepayments may impact a Client’s portfolio negatively in various ways. For example, particular investments may experience outright losses, as in the case of an interest-only instrument in an environment of faster actual or anticipated prepayments. Furthermore, particular investments may underperform relative to hedges that the Investment Manager may have constructed for these investments, resulting in a loss to a Client’s overall portfolio. In particular, prepayments (at par) may limit the potential upside of many instruments to their principal or par amounts, whereas their corresponding hedges often have the potential for unlimited loss.

Swap Transactions. A Client may engage in swap transactions. Currency swaps involve the exchange of cash flows on a notional amount of two or more currencies based on their relative future values. Interest rate swaps involve the exchange of cash flows on a notional amount of two or more interest rates based on their relative future rates. An equity swap is an agreement to exchange streams of payments computed by reference to a notional amount based on the performance of a basket of stocks or a single stock. a Client will usually enter into swaps on a net basis; i.e., the two payment streams are netted out in a cash settlement on the payment date or dates specified in the agreement. A Client receives or pays, as the case may be, only the net amount of the two payments. A Client may employ swaps for speculative purposes, such as to obtain the price performance of a security without purchasing it in cases where the security is illiquid, unavailable for direct investment or available only on less attractive terms. The U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) includes provisions that comprehensively regulate OTC derivatives markets for the first time, including the swap markets. The Dodd-Frank Act and regulations implementing the Act mandate that certain OTC derivatives must be submitted for clearing to regulated clearinghouses. OTC trades submitted for clearing will be subject to minimum initial and variation margin requirements set by the relevant clearing member and clearinghouse, as well as possible SEC or U.S. Commodity Futures Trading Commission (“CFTC”) mandated margin requirements. The regulators also have broad discretion to impose margin requirements on non-cleared OTC derivatives and new requirements on holding of customer collateral by OTC derivatives dealers. These requirements may increase the amount of collateral a Client is required to provide and the costs associated with providing it. Although the Dodd-Frank Act includes limited exemptions from the clearing and margin requirements for certain “end-users,” a Client does not expect to be able to rely on such exemptions. In addition, the OTC derivative dealers with which such Client executes the majority of its OTC derivatives will be subject to clearing and margin requirements irrespective of whether such Client is subject to such requirements. OTC derivative dealers also will be required to post margin to the clearinghouses through which they clear their customers’ trades instead of using such margin in their operations, as is currently permitted. This will increase the OTC derivative dealers’ costs, and these increased costs are expected to be passed through to other market participants in the form of higher upfront and mark-to-market margin, less favorable trade pricing, and the possible imposition of new or increased fees.

The SEC and CFTC may also require certain derivative transactions that are currently executed on a bilateral basis in the OTC markets to be executed through a regulated securities, futures, or swap exchange or execution facility. Such requirements may make it more difficult and costly for investment funds, including the Clients, to enter into tailored or customized transactions. They may also render certain strategies in which a Client might otherwise engage impossible, or so costly that they will no longer be economical to implement.

OTC derivative dealers and major OTC derivatives market participants will be required to register with the SEC and/or CFTC. Although neither Clients nor the Investment Manager is required to register as a dealer or major participant in the OTC derivatives markets, it is possible that going forward, Clients and/or the Investment Manager may be required to be registered as a dealer or major participant. Registered OTC derivatives dealers and major participants are subject to a number of regulatory requirements, including minimum capital and margin requirements. These requirements may apply irrespective of whether the OTC derivatives in question are OTC derivatives, exchange-traded or cleared. OTC derivatives dealers will also be subject to new business conduct standards, disclosure requirements, reporting and recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest and other regulatory burdens. These requirements may further increase the overall costs for OTC derivative dealers, which costs are also likely to be passed along to market participants. The overall impact of the Dodd-Frank Act on Clients is highly uncertain and it is unclear how the OTC derivatives markets will adapt to this new regulatory regime. Although the Dodd-Frank Act will require many OTC derivative transactions previously entered into on a principal-to-principal basis to be submitted for clearing by a regulated clearinghouse, certain of the derivatives that may be traded by a Client may remain OTC or principal-to-principal contracts entered into privately by such Client and third parties. The risk of counterparty nonperformance can be significant in the case of these OTC instruments, and “bid- ask” spreads may be unusually wide in these heretofore substantially unregulated markets. While the Dodd-Frank Act is intended in part to reduce these risks, its success in this respect may not be evident for some time after the Dodd-Frank Act is fully implemented, a process that may take several years or more. The European Market Infrastructure Regulation (“EMIR”) similarly seeks to comprehensively regulate the OTC derivatives market in Europe for the first time including, in particular, imposing mandatory central clearing, trade reporting and, for non-centrally cleared trades, risk management obligations on counterparties. Taken together, these regulatory developments will increase the OTC derivative dealers’ costs, and these increased costs are expected to be passed through to other market participants in the form of higher upfront and mark- to-market margin, less favorable trade pricing and possible new or increased fees. Emerging, Developing and Under-Developed Markets. Clients may invest any portion of its capital in Financial Instruments of issuers domiciled or operating in emerging, developing and under-developed markets. Investing in these markets may involve heightened risks (some of which could be significant) and special considerations not typically associated with investing in other more established economies or securities markets. Such risks may include, but are not limited to: (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty including war; (iii) higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity and smaller capitalization of securities markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations on repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (viii) increased likelihood of governmental involvement in and control over the economies; (ix) governmental decisions to cease support of economic reform programs or to impose centrally planned economies; (x) differences in auditing and financial reporting standards which may result in the unavailability of material information about issuers; (xi) less extensive regulation of the securities markets; (xii) less established tax laws and procedures; (xiii) longer settlement periods for securities transactions and less reliable clearance and custody arrangements; (xiv) less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors; and (xv) certain considerations regarding the maintenance of Client securities and cash with non-U.S. brokers and securities depositories.

Political Uncertainty. As a result of the lingering effects of the recent global financial crisis and the limited global recovery, the rise of populist political parties and economic nationalist sentiments has led to increasing political uncertainty and unpredictability throughout the world. Among the attendant risks are greater regulatory uncertainty, for example regarding the posture of governments with respect to taxation, inflation, repatriation, international trade, and law enforcement. Furthermore, from time to time both US and Non-US governments have instituted, and may in the future institute, various types of economic sanctions, trade tariffs, quotas or other similar actions that could have a material impact on the portfolio of any Client. Such sanctions could impair the lawful ability of an Investment Manager to trade certain assets or materially impact the liquidity or pricing of such assets. Although it is not possible to fully anticipate the timing, manner, or ultimate impact of any such actions, it is likely that they could have a material adverse impact on any Client. Brexit and other Potential EU Disruptions. The United Kingdom held a referendum on June 23, 2016 at which the electorate voted to leave the Council of the EU. However, the government of the United Kingdom has not entered into negotiations with the EU Council. The Treaty of Lisbon provides for a period of up to two years for negotiation of withdrawal arrangements, at the end of which (whether or not agreement has been reached) the treaties ceases to apply to the withdrawing Member State unless the European Council, in agreement with the Member State concerned, unanimously decides to extend this period. During, and possibly after, this period there is likely to be considerable uncertainty as to the position of the United Kingdom and the arrangements which will apply to its relationships with the EU and other countries following its withdrawal. This uncertainty may affect other countries in the EU, or elsewhere, if they are considered to be impacted by these events. Additionally, political parties in several other EU member states have proposed that a similar referendum be held on their country’s membership in the EU. It is unclear whether any other EU member states will hold such referendums, but such referendums could result in one or more other countries leaving the EU or in major reforms being made to the EU or to the Eurozone.

Exposure to Material Non-Public Information. From time to time, the Investment Manager may receive material non-public information with respect to an issuer of publicly traded securities or other Financial Instruments. In such circumstances, a Client may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer.

Cash and Forward Trading. Clients may trade cash commodities and forward contracts. These contracts, unlike exchange-traded futures contracts and options on futures, are not regulated by the CFTC. Therefore, a Client will not receive any benefit of CFTC regulation for these trading activities.

These transactions are not exchange-traded and thus create non-performance risk because no clearinghouse or exchange stands ready to meet the obligations of the contract. This risk may cause some or all of a Client’s gains to be unrealized. At times, certain market makers have refused to quote prices for cash commodities or forward contracts, or have quoted prices with an unusually wide spread between the price at which they are prepared to buy and sell. If this occurs, the Investment Manager may be unable to effectively use its cash and forward trading programs and a Client could experience significant losses.

Risks Associated with Investing in Companies in Bankruptcy. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that a bankruptcy court would not approve actions that are contrary to a Client’s interests. Furthermore, there are instances where creditors and equity holders lose their ranking and priority as such if they are considered to have taken over management and functional operating control of a debtor. Generally, the duration of a bankruptcy case can only be roughly estimated. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, plan approval by creditors and confirmation by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and a Client and is subject to unpredictable and lengthy delays. In addition, during the process, the company’s competitive position may erode, key management may depart, and the company may not be able to invest adequately. In some cases, the company may not be able to reorganize and may be required to liquidate assets. Although a Client intends to invest primarily in debt, the debt of companies in financial reorganization will in most cases not pay current interest, may not accrue interest during reorganization, and may be adversely affected by an erosion of the issuer’s fundamental values. Such investments can result in a total loss of principal.

Investment in the debt of financially distressed companies domiciled outside of the U.S. involves additional risks. Bankruptcy law and process may differ substantially from that in the U.S., resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing, and the classification, seniority, and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain.

Co-Investments with Third Parties. A Client may co-invest with third parties through joint ventures or other entities. Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co-venturer may have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals that are inconsistent with those of a Client or may be in a position to take (or block) action in a manner contrary to a Client’s investment objective. In those circumstances where such third parties involve a management group, such third parties may enter into compensation arrangements relating to such investments, including incentive compensation arrangements. Such compensation arrangements will reduce the returns to participants in the investments and create potential conflicts of interest between such parties and a Client. Based on the compensation structure or composition of investors participating in such co-investment opportunities, the Key Square Group may be biased when determining the capacity of a Client with respect to certain investments.

C. Risks Associated with Particular Types of Investments.

Trading in Currencies. A principal risk in trading currencies is the rapid fluctuation in the market prices of currency contracts. Prices of currency contracts traded by a Client are affected generally by relative interest rates, which in turn are influenced by a wide variety of complex and difficult to predict factors, such as money supply and demand, balance of payments, inflation levels, fiscal policy, and political and economic events. In addition, governments from time to time intervene, directly and by regulation, in these markets, with the specific effect, or intention, of influencing prices which may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. A Client may or may not seek to hedge its currency exposure. Sovereign Debt. It is anticipated that a Client will invest in Financial Instruments issued by a government, its agencies, its instrumentalities or its central bank (“Sovereign Debt”). Sovereign Debt may include Financial Instruments that the Investment Manager believes are likely to be included in restructurings of the external debt obligations of the issuer in question. The ability of an issuer to make payments on Sovereign Debt, the market value of such debt and the inclusion of Sovereign Debt in future restructurings may be affected by a number of other factors, including such issuer’s (i) balance of trade and access to international financing, (ii) cost of servicing such obligations, which may be affected by changes in international interest rates, and (iii) level of international currency reserves, which may affect the amount of foreign exchange available for external debt payments. Significant ongoing uncertainties and exposure to adverse conditions may undermine the issuer’s ability to make timely payment of interest and principal, and issuers may default on their Sovereign Debt. While the General Partner carefully examines the regulatory risks associated with such investments, there can be no assurance that the implementation of existing legislative, judicial or regulatory action will not adversely affect the investments held by a Client. For example, actions taken in the future by a government, its agencies, its instrumentalities or its central bank may have the effect of encouraging, or may require, that the terms of such Sovereign Debt be modified in order to reduce the applicable interest rate, reduce the outstanding principal amount, extend the term to maturity or otherwise benefit the borrower to the detriment of the bondholders. The trading market for such Sovereign Debt is volatile, and may be thinly traded or quickly become illiquid.

Interest Rate Risk. Changes in interest rates can affect the value of a Client’s investments in fixed-income instruments. Increases in interest rates may cause the value of a Client’s investments to decline. A Client may experience increased interest rate risk to the extent it invests, if at all, in lower rated instruments, debt instruments with longer maturities, debt instruments paying no interest (such as zero coupon debt instruments) or debt instruments paying non-cash interest in the form of other debt instruments. Credit Derivatives. A Client may purchase and sell credit derivatives. Credit derivatives trading is subject not only to the credit risk of the issuer and of the underlying obligations to which such derivatives are referenced, but also, to those bilateral contracts which are not centrally cleared, to the credit risk of the counterparty to the credit derivative transaction. A default by a credit derivative counterparty could result in a substantial loss to a Client. For centrally cleared derivatives, a Client is also exposed to the risk of failure of the central clearinghouse and a Client’s brokers. In certain cases, the credit derivatives market is significantly less liquid than the market in the underlying debt obligations, due to the generally customized and individually negotiated terms of such derivatives, and provisions restricting the assignment or transfer of such credit derivatives.

Equity Securities. A Client may invest in equities and equity derivatives. The value of these Financial Instruments generally will vary with the performance of the issuer and movements in the equity markets, and may also be subject to various types of risks, including market risk, liquidity risk, counterparty credit risk, legal risk and operations risk. A Client may suffer losses if it invests in equity instruments of issuers whose performance diverges from the Investment Manager’s expectations or if general market conditions not specifically related to any particular equity investment of a Client move in a single direction and a Client has not hedged against such a general move. Market prices may decline as a result of, among other things, real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. Further, equity investments may be even more susceptible to such events given their subordinate position in the issuer’s capital structure. As such, equity investments generally have greater price volatility than fixed income and other investments with a scheduled stream of payments, and the market price of equity investments is more susceptible to moving up or down in a rapid or unpredictable manner. A Client also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible Financial Instruments or private placements, delivering marketable common stock upon conversions of convertible Financial Instruments and registering restricted Financial Instruments for public resale.

Fixed-Income. The value of fixed-income securities in which the Investment Manager may invest will change in response to fluctuations in interest rates. Except to the extent that values are independently affected by currency exchange rate fluctuations, when interest rates decline, the value of fixed-income securities generally can be expected to rise. Conversely, when interest rates rise, the value of fixed-income instruments generally can be expected to decline.

A Client may invest in zero coupon bonds and deferred interest bonds, which are debt obligations issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance. While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. Such investments experience greater volatility in market value due to changes in interest rates than debt obligations that provide for regular payments of interest.

A Client may purchase low-rated or unrated debt instruments. These instruments may offer higher yields than do higher rated instruments, but generally involve greater price volatility. These instruments carry a higher risk that the issuer will be unable to pay principal and interest when due. The market for these instruments may also be limited and some issuers may limit the intervals for redemptions.

Call Options. A Client may incur risks associated with the sale and purchase of call options. The seller (writer) of a call option that is covered (i.e., the writer holds the underlying Financial Instrument) assumes the risk of a decline in the market price of the underlying Financial Instrument below the purchase price of the underlying Financial Instrument less the premium received, and gives up the opportunity for gain on the underlying Financial Instrument above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying Financial Instrument above the exercise price of the option. The Financial Instruments necessary to satisfy the exercise of an uncovered call option may be unavailable for purchase, except at much higher prices, thereby reducing or eliminating the value of the premium. Purchasing Financial Instruments to cover the exercise of an uncovered call option can cause the price of the Financial Instruments to increase, thereby exacerbating the loss. The buyer of a call option assumes the risk of losing its entire premium investment in the call option. Derivative Financial Instruments and Instruments Generally. A Client may utilize both exchange-traded and OTC derivative securities and instruments in order to gain exposure to the value of Financial Instruments. Derivative securities and instruments, or “derivatives,” include securities, instruments and contracts that are derived from and are valued in relation to one or more underlying securities, financial benchmarks or indices. Derivatives typically allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark or index at a fraction of the cost of acquiring, borrowing or selling short the underlying asset. The value of a derivative depends largely upon price movements in the “referenced” (or “underlying”) asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives trading. However, there are a number of additional risks associated with derivatives trading. Transactions in certain derivatives are subject to clearance on a U.S. registered clearinghouse or exchange and to regulatory oversight, while other derivatives are subject to risks of trading in OTC markets, via “pink sheets” or on non-U.S. clearinghouses or exchanges. A Client’s assets are subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or counterparties. Derivative instruments are highly volatile, involve certain special risks and expose investors to a high risk of loss. Price movements of futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of futures, options and swap agreements also depends upon the price of the commodities or other referenced assets underlying them. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further losses exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses. Further, when used for hedging purposes, there may be an imperfect correlation between these instruments and the investments or market sectors being hedged. Transactions in OTC contracts may involve additional risk as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. Contractual asymmetries and inefficiencies can also increase risk, such as break clauses, whereby a counterparty can terminate a transaction on the basis of a certain reduction in net asset value of a Client, incorrect collateral calls or delays in collateral recovery. A Client may also sell covered and uncovered options on securities. To the extent that such options are uncovered, a Client could incur an unlimited loss. Additional risks associated with derivatives trading include:
• Tracking. When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivatives and the underlying investment sought to be hedged may prevent a Client from achieving the intended hedging effect or expose a Client to risk of loss. If a Client invests in derivatives at inopportune times or incorrectly judges market conditions, the investments may lower the return of a Client or result in a loss. A Client also could experience losses if derivatives are poorly correlated with its other investments.
• Liquidity. Derivatives, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets a Client may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which a Client may conduct its transactions in derivatives may prevent profitable liquidation of positions, subjecting a Client to the potential of greater losses. The market for many derivatives is, or suddenly can become, illiquid, which may result in significant, rapid and unpredictable changes in the prices for derivatives.


• Leverage. Trading in derivatives may involve significant leverage. Thus, the leverage offered by trading in derivatives will magnify the gains and losses experienced by a Client and could cause a Client’s net asset value to be subject to wider fluctuations than would be the case if a Client did not use the leverage feature of derivatives.

OTC and Derivatives Trading. Derivatives that may be purchased or sold by a Client may include securities and instruments not traded on an exchange or cleared by a central clearinghouse. The risk of n please register to get more info

Neither Key Square nor its employees have been involved in any legal or disciplinary events in the past 10 years that would be material to a Client’s, prospective Client’s, investor’s or prospective investor’s evaluation of Key Square’s business or its personnel. please register to get more info

A. Broker-Dealer Registration Status.

Neither Key Square nor any of its management persons are registered, or have an application pending to register, as a broker/dealer or a registered representative of a broker-dealer.

B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading.

Key Square is registered with the CFTC as a commodity pool operator (“CPO”) and is a Member of the National Futures Association (“NFA”). In connection with the CFTC registration and NFA membership, certain employees of Key Square or its affiliates are listed and/or registered, as appropriate, with the NFA as Principals and/or Associated Persons of Key Square or its affiliates.

C. Material Relationships or Arrangements with Other Industry Participants.

Key Square Capital Management LLC, which is a relying adviser of Key Square, serves as the Investment Manager to Key Square Master Fund LP, Key Square Master Fund II LP, Key Square Master Fund SPV I LP, and Key Square SPV II LP and provides services to Key Square Partners LP, Key Square Partners II LP, Key Square Partners SPV I LP, Key Square International Fund Ltd, Key Square International Fund II Ltd and Key Square International SPV I Ltd. Key Square Capital Management II LLC (“Manager II” and together with Manager I, the “Investment Managers” and each an “Investment Manager”), which is a relying adviser of Key Square, serves as the investment manager to a managed account and delegates trade execution services to Manager I. Key Square Fund General Partner I LP serves as the General Partner of Key Square Partners LP and Key Square Master Fund LP, Key Square Fund General Partner II LP serves as the General Partner of Key Square Partners II LP and Key Square Master Fund II LP and Key Square General Partner SPV I LP serves as the General Partner of Key Square Partners SPV I LP and Key Square Master Fund SPV I LP and Key Square Fund General Partner SPV II LP serves as the General Partner of Key Square SPV II LP. Key Square has a London-based affiliate, Key Square Capital Management (UK) LLP (the “Sub- Advisor”) which continues to provide non-binding research recommendations (i.e., it has no authority to bind a Client or make investment decisions), due diligence and ongoing monitoring of investments for the Investment Managers; however, in addition, the Sub-Advisor is now seeking to become authorized in the UK by the Financial Conduct Authority (the “FCA”) to conduct certain regulated activities in the UK. Prior to the Sub-Advisor’s authorization by the FCA, Key Square has entered into certain arrangements with a third-party regulatory hosting platform, Sapia Partners LLP (“Sapia”), pursuant to which (i) Key Square has delegated non-discretionary, execution authority to Sapia and (ii) a certain execution trader employed by the UK Sub-Advisor has been seconded to Sapia for the purpose of executing applicable trades for Clients. Key Square currently expects to terminate its relationship with Sapia in the first half of 2020. Key Square’s affiliates, principals and employees may from time to time purchase interests in a Fund, and investments by such parties generally are not subject to the management fees or performance-based allocation or fees described in Item 5 above. Key Square believes that its relationships or arrangements with the Investment Manager, the Sub-Advisor and the General Partners do not create a material conflict of interest for Key Square with its clients and/or investors. In addition, Key Square has entered (and may in the future enter into) into investment management agreements (or service agreements, as applicable) with each Client. The material terms of the investment management agreements are fully disclosed to all investors in each Client prior to their investment.

In addition to the management fees and incentive compensation described in Item 5 above, with respect to withdrawals/redemptions made within 2 years of making the respective subscription for the respective investment in certain Clients, certain Funds will be entitled to a set percentage of such withdrawal/redemption and allocated among such non-redeeming underlying investors as applicable; however none of this amount is allocated directly to the Investment Manager, except to the extent an affiliate is a limited partner of the Fund. Furthermore, such amounts are taken into consideration for purposes of calculation the incentive allocation.

With respect to certain Funds, there are potential upward adjustments to the management fee and the incentive compensation depending on whether an investor withdraws/redeems its capital within 2 years of making the respective subscription for such capital.

D. Material Conflicts of Interest.

Key Square does not recommend or select other investment advisers for its Clients or investors in a Client. Key Square regularly reviews any relationships in which Key Square’s principals, partners and employees have with investors in, and service providers to, a Client to identify and address any potential conflicts of interests. please register to get more info

Trading
A. Code of Ethics. Key Square’s Code of Ethics (the “Code”) and related policies and procedures have been designed to comply with the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and is applicable to all of Key Square’s employees. Key Square’s Code is available for review upon request. 1. Policies on Insider Trading. By reason of its various activities, Key Square may become privy to material non-public information and be restricted from effecting transactions in investments that might otherwise have been initiated. Key Square has designed and implemented policies in order to prevent the improper use of material non-public information (the “Insider Trading Policies”). Key Square’s Insider Trading Policies prohibit Key Square and its personnel from (i) trading either personally or on behalf of a Client, or recommending trading, in securities of a company while in possession of material non-public information in violation of the law and (ii) communicating material non-public information to others in violation of the law. Additionally, Key Square personnel are required to promptly inform the Chief Compliance Officer (“CCO”) if they come into contact with material non-public information. The CCO will then take steps, as appropriate, to prevent dissemination of material non-public information and to restrict the trading in the security by Key Square and its personnel.

Each person covered by the Insider Trading Policies must acknowledge at the time of hire and on an annual basis thereafter that he or she understands and agrees to adhere to the Insider Trading Policies.

2. Personal Account Trading.

Subject to certain limited exceptions, and given the broad investment mandates of its Clients, Key Square generally does not allow its employees or their immediate family or household members to conduct personal securities transactions in an effort to avoid conflicts of interest resulting from personal trading activities.

The limited exceptions to Key Square’s trading restrictions fall into two categories. The first exception is for certain instruments, the purchase or sale of which is permitted without pre- approval; these instruments are: open-end mutual funds, money market instruments, obligations issued or guaranteed by the U.S. government, investment grade municipal bonds, senior unsecured agency instruments from Fannie Mae and/or Freddie Mac, and ETFs whose net asset value exceeds a pre-approved threshold. The second exception is for certain types of transactions that may be permitted, but only after pre-approval from the CCO. These transactions are: transactions in pre-approved interests in private investment partnerships; purchase of securities in private companies (i.e., entities whose securities are not publicly-traded) or loans to such companies; and sales of securities held by an employee at the time he or she began employment at Key Square. For any transaction approved by the CCO, employees are bound by a holding period for certain types of securities. The CCO will analyze the request for approval to determine whether the investment is appropriate in light of Key Square’s fiduciary duty to its Clients. To supervise compliance with the Code, Key Square requires all employees to report their personal securities holdings and transaction activities to the CCO. Employees must submit these quarterly, and must provide a representation that the submitted statements represent all relevant external accounts and that all trading activity is in compliance with Key Square’s policies. The CCO monitors and reviews all employee personal securities transactions to detect potential abuses and to ensure compliance with Key Square’s personal securities transactions policies and procedures. 3. Political Contributions.

Key Square maintains policies and procedures to govern, monitor and place limitations on the political contributions made by its employees and affiliates in order to comply with the Advisers Act and local laws and regulations.

4. Gifts and Entertainment. Key Square maintains policies and procedures intended to prevent employees from being unduly influenced in their decisions by the receipt of gifts or other inducements from third parties, such as trading counterparties, vendors and investors. To do so, Key Square’s Code requires the preclearance of gifts and entertainment above certain values. 5. Outside Business Activities. Any outside business activity of an employee is subject to approval by Key Square. For example, an employee may not serve as an officer or director of a public or private company without obtaining the requisite approval. In granting approval, Key Square will consider whether any outside business activity conflicts or may conflict with the business of Key Square or a Client.

6. Cross Trades and Principal Transactions.

At times, Key Square directs its Clients to enter into cross trades, whereby the buyer and the seller of a particular security are Clients managed by Key Square. Key Square is expected to utilize cross trades to rebalance Client portfolios so positions held in the same strategy are held in substantially similar proportions across the individual Clients that invest in such strategy. Rebalancing is typically done to rebalance in connection with capital movements in and out of each individual Client which may have caused position sizes across parallel Client (as a percentage of net asset value) to differ. Cross trades may also be effected when an independent portfolio management decision has been made to decrease one Fund’s exposure to a certain security and increase another Client’s exposure to the same security. Such decisions may be motivated by a number of reasons, including but not limited to, different projected return thresholds, different risk parameters, tax or liquidity reasons. Such cross transactions may be made with or without the services of a broker-dealer. Cross trades for securities (other than options and futures) that are custodied at a prime broker are effected as journal transactions between Clients at the prior day’s closing price and no commissions or fees are paid to any third party. Cross trades for positions held on swap or otherwise not custodied at a prime broker (e.g., bank debt) are typically done at the prior day’s closing prices and are effected by the relevant counterparty. Trades for futures and options are typically executed in the market and are subject to market risk and standard brokerage and transaction costs, although it is possible that rebalances off market may occur if permitted by the relevant exchange. It is generally expected that cross trades will only be executed for assets where independent quotes or valuations can be obtained. To the extent that any such cross transaction may be viewed as a principal transaction due to the ownership interest in a Client by personnel or entities affiliated with Key Square, Key Square will comply with the requirements of Section 206(3) of the Advisers Act. B. Securities in which Key Square has a Material Financial Interest.

Key Square’s personal trading policy has been designed to reduce the potential for conflicts that may arise in connection with employee personal trading activities and therefore employees are only allowed to trade on a limited basis. However, Key Square recognizes that certain situations may exist where employee legacy investment holdings, such as equity securities, may overlap with the securities that are recommended to Key Square’s Clients. Since an employee is limited to only selling or reducing their legacy holdings, such personal transaction may differ from, or be contrary to the investment activities of Key Square Clients (e.g., an employee sells while a Key Square Client is building a position in the same security). Key Square seeks to mitigate this conflict by requiring all employees to receive written approval prior to engaging in such personal trading activities. The CCO or designee is responsible for approving all employee transaction requests and will compare such request against Client trading activities prior to granting approval. On an on-going basis, the CCO or designee will conduct periodic reviews of employee trading activities and provide compliance training to ensure that employees abide by Key Square’s personal trading policy and do not engage in any conflicting or prohibited transactions.

C. Investing in Securities Recommended to Clients. Given the restrictive nature of Key Square’s personal trading policies, as described in detail in the preceding sections, Key Square believes that it has developed and implemented reasonably designed policies and procedures to avoid conflicts of interest and to ensure that Key Square and its employees act in a manner consistent with its fiduciary obligations. D. Contemporaneous Trading. Given the potential conflicts associated with employees trading contemporaneously with Key Square’s Client trading activity, Key Square has implemented a pre-clearance process to ensure that the limited employee trading allowed by Key Square does not conflict with Client investment activities. E. Potential conflicts due to overlapping Client investments Where Key Square Clients, Key Square itself, or its employees hold the same investment, the differing investment objectives of such Clients, as well as other factors applicable to the specific situation, may result in a determination to dispose of, or retain, all or a portion of such investment on behalf of a Client (or on behalf of Key Square itself or its employees) at different times as such investment or portion thereof is being disposed of, or retained, by other Clients. In addition, particularly with respect to illiquid or private investments, conflicts of interest can arise when disposing of a particular investment would be beneficial for one Client while retaining such investment would be beneficial for another Client. Key Square may also invest in securities on behalf of one Client (or Key Square itself or its employees may purchase such securities) that may differ from investments made on behalf of other Clients, even though the investment objectives of other Clients may be similar. Moreover, Key Square, Clients, or Key Square employees may make investments or engage in other activities that express inconsistent views with respect to an investment, a particular security or relevant market conditions. In addition, Key Square expects to make other investment decisions on behalf of certain Clients relating to investments independently of the manner in which it approaches a similar or even the same investment held by other Key Square Clients. Consequently, Key Square, on behalf of certain Key Square Clients, may choose not to hedge certain risks that other Key Square Clients hedge, or certain Key Square Clients may be exposed to risks of financing on an investment when other Key Square Clients are not. Further, in some instances, Key Square may choose to coordinate its Clients’ activities (such as timing dispositions in an orderly way in order to avoid affecting the share price of an investment in an unduly volatile manner) with respect to investments held by more than one Client, when it would theoretically be possible for Key Square to act unilaterally with respect to a particular Client’s holdings in such investment. Such coordination could have the effect of lowering returns with respect to an investment relative to what might have been achieved absent such coordination. Should a particular Client invest in entities or assets in which other Key Square Clients hold an investment, the investment by such Client could be viewed, especially in hindsight, to have been made on a non-arm’s length basis and could have an effect (either positive or negative) on the market price of the initial investment. It is possible for a Key Square Client, or Key Square itself, to hold interests in an entity that are of a different class or type than the class or type of interest held by another Key Square Client. F. Restrictions on Client Trading Activities Resulting from the Acquisition of Material Non- Public Information Key Square employees occasionally acquire confidential information and Key Square may enter into confidentiality and/or “standstill agreements” when assessing investment opportunities. By reason of its various activities, Key Square may have access to material non-public information about an issuer (“MNPI”). For example, employees of Key Square may acquire MNPI in the ordinary course of their investment activities, which acquisition may result in restrictions on a Client’s ability to sell a portfolio investment at a time when it might otherwise have done so. Any of these activities could prevent Clients from buying or selling securities or other interests in an issuer, potentially for an extended period. Key Square has adopted certain policies and procedures concerning the handling of MNPI. These policies and procedures are designed to prevent insider trading and violations of applicable securities laws by each employee, Key Square Clients and Key Square itself. As such, in the event that an employee of Key Square obtains MNPI with respect to any company or otherwise becomes restricted from trading the securities of such company for any reason (or because Key Square has determined to treat such information as if it were MNPI), Key Square may be prohibited for a period of time from engaging in transactions on behalf of some or all its Clients with respect to the securities of such company, which prohibitions may have an adverse effect on such Clients. G. Potential Regulatory Limitations/Obligations Certain Clients may be subject to regulatory or legal restrictions on, or regulatory reporting requirements with respect to, the types or amounts of securities, derivatives, or other financial instruments that Key Square may trade on their behalf because other Key Square Clients also invest in or hold the same instrument. For example, investments in the securities of a single company by multiple Key Square Clients may be aggregated for contractual or regulatory purposes, and, in the case of a public issuer, may result in public disclosure of the investment. In addition, position limits – i.e., the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a particular financial instrument – imposed by various regulators may limit Key Square’s ability to effect certain desired trades for Clients. Moreover, positions in certain types of financial instruments, such as certain futures contracts and options on futures contracts, owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of applicable position limits Further, some Key Square Client positions may be required to be aggregated with those of other Key Square Clients or those of the principal owner of Key Square for purposes of position limit rules. Thus, even if the amount of a particular financial instrument held by one Client’s account does not exceed an applicable position limit, the ability of Key Square to increase or modify holdings for the Client in that financial instrument or related financial instruments may be limited by virtue of the aggregation requirements or aggregation policies of Key Square. If at any time the positions managed by Key Square (together with those of any other account with which they are aggregated) exceed applicable position limits, Key Square would be required to liquidate positions in Client accounts to the extent necessary to come within those limits. Furthermore, to avoid exceeding the position limits, Clients might have to forego or modify certain of their contemplated investments based on positions taken by Key Square for the Client’s account.

H. Allocation of New Issue Income

Allocation of income from new-issues (as defined in U.S. Financial Industry Regulatory Authority, Inc. Rule 5130) among Clients will also generally be made on a pari-passu basis, based on the relative amount of capital available (i.e., notional commitment available or capital, applicable). The percentage of new issue eligible investors within each Client will vary from time to time, and will potentially result in a Client receiving more or less new issue income than it would have if such allocation was made on the based on the new issue eligible capital in such Client. please register to get more info

A. Selection of Broker-Dealers. Key Square has discretionary authority to determine what securities are bought or sold for its Clients, as well as, with respect to the Funds, the broker-dealer(s) that will affect those transactions. Key Square has engaged certain financial institutions to serve as prime brokers (the “Prime Brokers”) to the Funds. The Prime Brokers will serve certain administrative functions including the issuance of broker account statements and recordkeeping on all custody transactions. 1. Selection Criteria. In addition to the Prime Brokers, Key Square is authorized to determine the broker or dealer to be used for each Client’s securities transaction. Key Square places trades for execution with broker- dealers on the basis of seeking best execution and in consideration of relevant factors, including, but not limited to, commission rates, reliability, financial responsibility, strength of the broker and the ability of the broker to execute transactions efficiently, the broker’s facilities, and the broker’s provision or payment of the costs of brokerage and research services that are of benefit to the Clients. Key Square need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread.

If Key Square concludes that the commissions charged by a broker or the spreads applied by a dealer are reasonable in relation to the quality of services rendered by such broker or dealer (including, without limitation, the value of the brokerage and research products or services provided by such broker or dealer), Key Square’s Clients may pay commissions to or be subject to spreads applied by such broker dealer in an amount greater than the amount another broker-dealer might charge or apply.

In addition, the Prime Brokers may provide other services that are beneficial to Key Square, but not necessarily beneficial to the Clients, including, without limitation, consulting with respect to technology, operations or equipment, capital introduction programs, and other services or items. Such services and items may influence Key Square’s selection of Prime Brokers.

Key Square maintains policies and procedures to review the quality of executions, including periodic review by its investment professionals.

Key Square does not recommend, request or require that a Client direct Key Square to execute transactions through a specified broker-dealer. 2. Research and Other Soft Dollar Benefits.

Soft dollar items may be provided directly by broker dealers, by third parties at the direction of broker dealers or purchased on behalf of the Fund with credits or rebates provided by broker dealers. The use of commissions or “soft dollars” generated by any Client through to pay for brokerage and research-related products or services, will fall within the safe harbor created by Section 28(e) of the Exchange Act (“Section 28(e)”). “Soft dollar” research-related goods and services (collectively, “soft dollar items”) used by Key Square in making investment decisions may include, but are not limited to, research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, certain research services, and other goods and services providing lawful and appropriate assistance in the performance of investment decision making responsibilities on behalf of Key Square’s Clients. In addition, such research services may include invitations to attend conferences or meetings with management teams, security analysts, industry consultants and economists. To the extent that “soft dollar” arrangements are used, Clients may pay commissions to a broker in an amount greater than the amount another broker might charge. Specifically, Key Square utilizes “soft dollars” through Client Commission Arrangements or Commission Sharing Arrangements (collectively “CSA”) to obtain research that falls within Section 28(e) of the Exchange Act’s safe harbor. Under these types of arrangements, Key Square requests that executing brokers allocate a portion of total commissions paid to a pool of “credits” maintained by the broker that can be used to obtain research. After accumulating a number of credits within the pool, Key Square subsequently directs that those credits be used to pay appropriate parties in return for eligible research. The research obtained by Key Square in connection with Client commission credits is not used exclusively for the Client generating the brokerage credit. Clients generate CSA credits as part of its trading activities and at times may have material balances of CSA credits. Brokerage, research and/or research-related expenses (whether they are otherwise to be payable by Key Square or a Client) will be paid for using soft dollars generated by its Clients. Because Key Square may generally be responsible for certain research-related expenses, except to the extent such expenses are paid for with CSA credits, Key Square may have a conflict in determining (i) whether to generate and use CSA credits to pay for such research-related expenses, (ii) the commission rate attributable to pay for research expenses in order to increase the total “credit pool” used to pay for such research expenses and (iii) the allocation of such research expenses among the “credit pools” of its Clients. As such, Key Square has designed policies and procedures to mitigate the conflicts associated with the usage of soft dollars. B. Order Aggregation.

If Key Square determines that the purchase or sale of a security is appropriate with regard to multiple Clients, Key Square may, but is not obligated to, purchase or sell such a security on behalf of such Clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. If any order is not filled at the same price, it may be allocated on an average price basis or by another method deemed fair and equitable by Key Square. Such considerations may result in allocations among the Clients on other than a pari passu basis.

C. Liability for Trade Errors

On occasion, trades may be executed on behalf of Key Square Clients that are inconsistent with the trading instructions of a portfolio manager or are the result of some other error in the trading process. Given the volume of transactions executed by the Investment Manager and its affiliates on behalf of a Client, investors should assume that trading errors (and similar errors) will occur and that a Client will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of Key Square. Key Square may be biased when determining whether losses resulting from a trading error will be borne by a Client. Generally, in determining whether the Investment Manager was grossly negligent, the Investment Manager will evaluate and consider, among other things, the adequacy of the supervisory procedures in place to prevent such errors from recurring with any frequency. To the extent a Trade Error is caused by a third party, such as a broker, Key Square will determine, in its sole discretion, whether to seek to recover any losses associated with the Trade Error from such third party; however Key Square will not be liable for such losses if it does not seek to recover such losses from such broker. It is possible that in certain limited circumstances, Key Square may elect to voluntarily reimburse a Client for losses suffered as a result of certain trading errors it identifies. However, notwithstanding the previous sentence, investors should not carry the expectation that a reimbursement will ever take place, and, in evaluating a Client, no decisions should be made in reliance on any such reimbursements to a Client for losses suffered as a result of such trading errors. Any decision to reimburse is not precedential and should not create the expectation of any reimbursement in the future. please register to get more info

Key Square’s investment professionals will continuously monitor and review positions held by Clients. Additionally, Client accounts will be reviewed in the context of their stated investment objectives. More frequent reviews may be triggered by material changes in variables such as the Clients’ individual needs, or the market, political, or economic environment.

Key Square expects to provide Fund investors with periodic unaudited statements setting forth the estimated capital account balance. On an annual basis, Fund investors will receive audited financial statements and other information necessary to enable each investor to prepare its income tax returns. Clients in managed accounts are expected to receive information that is negotiated on a case by case basis. Key Square may also prepare and deliver to investors additional information on a more frequent and detailed basis at Key Square’s discretion. please register to get more info

Key Square does not have any arrangements in place to compensate anyone or be compensated for the referral of investors.

With respect to the selection criteria for Prime Brokers identified above in Item 12, Key Square may have access to certain services that may influence Key Square’s decision to engage certain of its Prime Brokers. Specifically, the Prime Brokers may provide Key Square with access to their respective capital introduction services. While this presents a conflict and may be considered indirect payment for referrals, Key Square’s decision to engage its prime brokers, as noted above in Item 12, will be based on a wide range of selection criteria and not focus on access to capital introduction services. please register to get more info

A. Custody of Fund Assets. With respect to each Fund, Key Square and its affiliates are deemed to have custody of investors’ funds and securities invested in such Fund because it or an affiliate has the authority to obtain investors’ funds or securities, by, for example, deducting advisory fees from an investor’s account or by virtue of their status as general partners and investment managers of the Funds. Because Key Square and its affiliates are deemed to have custody of each Fund assets, Key Square is subject to Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended (the “Custody Rule”). However, it is not required to comply (or is deemed to have complied) with all requirements of the Custody Rule with respect to each Fund because, among other things, it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception,” which requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

B. Custody of Managed Account Assets.

Key Square is not expected to have any custody over the assets of any managed account because all assets are expected to be held by a qualified custodian and no fees are expected to be deducted from any such account. All fees would likely be invoiced to the account holder. please register to get more info

Key Square expects to have discretionary authority to determine which securities and the amounts of securities that are bought or sold, as well as the broker-dealer to be used and the commission rates to be paid with respect to its Client. Each Fund’s investors generally will not have the ability to place any limits on the Key Square’s authority beyond the limitations set forth in the applicable Fund’s offering and governing documents. Each Fund will enter into an investment management agreement granting to the Investment Manager discretionary trading authority.

With respect to managed account, Key Square or its affiliates will abide by any limitations placed upon it by the relevant investment management agreement. please register to get more info

A. Proxy Voting Key Square has been delegated the authority to vote Client securities on the behalf of each respective Client. Key Square has adopted detailed policies and procedures to ensure that proxies will be voted with diligence, care, and loyalty, and in accordance with Rule 206(4)-6 under the Advisers Act and Key Square’s fiduciary duty to its Clients. Key Square has engaged a third party service proxy voting service, Institutional Shareholder Services, Inc. (“ISS”). Key Square relies upon the service to vote both domestic and global proxies for its Client accounts and is generally expected to follow ISS voting recommendations. Key Square does not anticipate material conflicts of interest to arise between Key Square and its Clients during the proxy voting process. However, recognizing that such risk may still exist, Key Square has adopted a process to ensure that actual or potential conflicts of interest related to Client securities voting are brought to the attention of the CCO. Key Square’s CCO will conduct further research and endeavor to resolve the conflict in the Client’s best interests. Investors may obtain a copy of Key Square’s proxy voting policies and procedures by submitting a request to the CCO. The results of any individual proxy vote may also be requested from the CCO.

B.) Client Participation in Class Action Securities Litigations

From time to time, Clients may be eligible to participate in and recover from class action securities litigations (“Class Actions”). Although not required under the Adviser’s Act, Key Square has adopted policies and procedures to address the handling of Class Actions for Clients. Key Square has engaged a third party service focused on Class Actions, Financial Recovery Technologies (“FRT”) to handle Class Actions for Clients. FRT is compensated on a contingency basis through which they are eligible to receive a percentage of any recovery proceeds from a Class Action and as a result any such recovery proceeds paid to Clients will be reduced proportionately by amounts paid to FRT.

In determining how to handle Class Actions and whether to have a Client refrain from participation, Key Square may take into account some combination of the following factors to the extent applicable: (i) the impact on the value of the investments; (ii) the anticipated associated costs and benefits; (iii) industry and business practices; (iv) a reputational impact that could adversely affect Key Square’s ability to invest for its Clients, (v) the degree to which Client interests are aligned with those of an issuer’s management and (vi) such other factor Key Square deems reasonable. In those instances where the Client has reserved to itself the right to handle its own Class Actions, Key Square will not participate in the handling such Class Actions.

Key Square does not anticipate material conflicts of interest to arise between Key Square and its Clients in connection with the handling of Class Actions. However, recognizing that such risk may still exist, Key Square has adopted a process to ensure that actual or potential conflicts of interest related to Client Class Actions are brought to the attention of the CCO. Key Square’s CCO will conduct further research and endeavor to resolve the conflict in the Client’s best interests. please register to get more info

Key Square has never filed for bankruptcy nor is it aware of any financial condition that is expected to impair its ability to meet its contractual commitments to its Clients. please register to get more info