Firm Background The firm was founded in 1989 as Numeric Investors L.P. After a reorganization in 2004, Numeric Investors LLC (“Numeric”) carried on the firm’s business. Numeric is a wholly owned subsidiary of Numeric Midco LLC, which is wholly-owned by Numeric Holdings LLC (“Numeric Holdings”), both Delaware limited liability companies.

In 2014, Numeric Holdings became a majority-owned indirect subsidiary of Man Group plc (“Man”), which is listed on the London Stock Exchange and a member of the FTSE 250 Index (Ticker: EMG). It is expected that in September 2019, Man will acquire the remaining portion of the equity of Numeric Holdings that it does not currently own, at which point Numeric Holdings will become an indirect, wholly-owned subsidiary of Man. Through its investment management subsidiaries, Man is a global active investment management business that provides a range of fund products and investment management services for institutional and private investors globally. As of December 31, 2018, Man has approximately $108.5 billion of funds under management.

Man provides a number of centralized functions to Numeric, which includes trading, risk management, operations, middle office accounting, finance, proxy voting, class actions, human resources, facilities, tax, legal, compliance, information technology, among other such services. Numeric utilizes research, client servicing, sales and marketing capabilities of its affiliates in providing services to its clients.

While much of this brochure applies to all of Numeric’s clients, certain information applies to specific clients only. Important information regarding each Private Fund and Separate Accounts, which may include investment objectives, risks, strategy, fees and other material information, including applicable conflicts of interest regarding relationships with affiliates, is contained in each Private Fund’s offering documents and in each Separate Account’s investment management agreement, as the case may be.

Types of Advisory Services Clients and Products. Numeric provides investment advisory services for U.S. and non-U.S. taxable and tax-exempt clients (collectively, “clients”). Numeric’s clients are primarily institutions that invest through separately managed accounts (“Separate Accounts”); however, Numeric also provides investment advisory services to privately offered pooled investment funds sponsored by Numeric (“Private Funds”). Numeric also provides sub-advisory services to certain other pooled investment funds, including but not limited to open-end investment companies (“Mutual Funds”) that are registered as such under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and Undertakings for Collective Investment in Transferable Securities funds (“UCITS Funds” and, together with the Mutual Funds, the “Sub-Advised Funds”). The Private Funds and Sub- Advised Funds may be referred to herein collectively as the “Funds.” Numeric also may provide non- discretionary investment advice and recommendations to certain clients, including affiliates. Separate Accounts. Discretionary investment advisory services are provided by Numeric through separately managed account arrangements pursuant to advisory and sub-advisory contracts, which incorporate investment guidelines and restrictions. Advisory contracts are typically negotiated to meet the specific needs of the particular client. Private Funds. Numeric also provides investment advisory services to privately offered pooled investment funds sponsored by Numeric. The Private Funds rely upon the exemptions provided by Regulations S and D under the Securities Act of 1933, as amended, for all offerings and sales of the Private Funds. The Private Funds are not registered as investment companies under, or otherwise subject to the provisions of the Investment Company Act, in reliance upon an exclusion from the definition of “investment company” provided in the Investment Company Act. Investment guidelines and objectives for the Private Funds are set forth in the private placement memorandum and the organizational documents for each Private Fund. Private Funds may include one or more funds that Numeric, affiliates or employees have seeded or invested over 25% of the capital of such Private Funds.

Sub-Advised Funds. Numeric provides sub-advisory services to certain other pooled investment funds, including but not limited to the following: Mutual Funds. Numeric provides portfolio management services to certain Mutual Funds. Numeric’s portfolio management services are subject to initial and ongoing approval by the Mutual Fund’s board.

UCITS Funds. Numeric provides portfolio management services to certain UCITS funds, several of which are offered through the UCITS platform of an affiliated entity.

Non-Discretionary Investment Advice. Numeric may provide non-discretionary investment advice and recommendations to certain clients, including affiliates, who, in turn, may use such advice to make discretionary investment management decisions for and on behalf of their own accounts or their clients’ accounts.

Strategies. Numeric manages assets in domestic and international strategies. All strategies (other than Numeric’s US high yield bond strategy) invest primarily in publicly traded equity securities. Numeric’s US high yield bond strategy invests primarily in corporate bonds. Some strategies may also invest in single equity swaps while others may invest in equity index futures or swap contracts. Equity swaps are derivative contracts where a set of future cash flows are agreed to be exchanged between two counterparties at set dates in the future, thereby giving each party to a swap contract synthetic exposure to the underlying equity security. Equity index futures are futures contracts used to replicate the performance of an underlying stock market index. Equity index futures generally are used for hedging against an existing equity position or for speculating on future movements of an index. Long only investment strategies are driven by quantitative investment principles which seek to outperform certain agreed upon benchmarks. Hedged investment strategies are driven by quantitative investment principles which seek to maximize total return while managing risk within specified parameters. Strategies offered currently include:  Long-only equity portfolios (containing only long equity positions), for United States, European, Japanese, Global and Emerging Markets strategies;

 High yield fixed income portfolio (containing primarily long debt positions) for a United States strategy;

 Hedged portfolios (containing offsetting long and short positions), for United States, European, Japanese, Global and Emerging Markets strategies;

 Equitized hedged portfolios (containing offsetting long and short positions plus index futures sufficient to give the portfolio equity market exposures), for United States, European, Japanese, Global and Emerging Markets strategies;

 Levered hedged portfolios (containing offsetting long and short positions in which total gross exposure, measured as total long exposure plus total short exposure, is approximately 140%-500% of an account’s value) for United States, European, Japanese, Global and Emerging Markets strategies;

 Hybrid long only and hedged portfolios (approximately 30% long and 30% short positions for a 60% market-neutral portfolio, coupled with a 40% traditional long- only portfolio) for United States, Emerging Markets and Global strategies; and

 Absolute return portfolios (containing portfolio sleeves investing in a wide range of investment strategies, trading strategies, ideas and instruments) for United States, European, Japanese, Global and Emerging Markets strategies.

Quantitative Models. Numeric’s quantitative process utilizes internally developed securities- selection models. By breaking up the investable universe of securities into brackets along proprietary criteria, the most influential model or models in determining a security’s expected performance in that particular bracket can be emphasized. The combined score for each security is the primary driver of investment decisions. Tailoring of Advisory Services We will tailor our advisory services to the individual needs of our clients. Clients are able to impose reasonable restrictions on the securities or types of securities purchased on their behalf for a Separate Account, provided that the client supplies Numeric in advance with such information as it determines is reasonably necessary to apply the restrictions. Examples of types of restrictions include, but are not limited to: weapons dealers/manufacturers; tobacco dealers/manufacturers; gambling institutions; country specific restrictions; affiliate restrictions and ERISA restrictions. Numeric’s management of each Private Fund, and the terms of any investor’s investment in a Private Fund, are governed exclusively by the terms of that Private Fund’s organizational documents, private placement memorandum, limited partnership agreement or memorandum and articles of association, investment management agreement, subscription agreement and other governing documents (collectively, the “governing documents”). The sub-advisory services provided by Numeric to the Sub-Advised Funds are governed by the terms of the agreement between Numeric and the Sub- Advised Fund’s investment adviser, as well as other governing documents (collectively, the “Sub- Advised Fund governing documents”). All discussions in this brochure of the Funds, their investments, the strategies Numeric uses in managing the Funds, and the fees associated with an investment in the Funds are qualified in their entirety by reference to the relevant Private Fund or Sub-Advised Fund governing documents.
THIS BROCHURE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY ANY SECURITY.
Client Assets Under Management As of December 31, 2018, Numeric had approximately $42.4 billion in regulatory assets under management. please register to get more info

Fee Structures Numeric offers fee structures that are based on assets under management, investment performance or a combination of both. Performance-based fees, if applicable, will be charged in compliance with Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Numeric’s minimum portfolio size for Separate Accounts is generally $50 million, depending on the strategy, although Numeric will accept smaller portfolios at its discretion. Numeric’s strategies are available to investors through Separate Accounts and investment in Private Funds managed and sponsored by Numeric. Investments in Private Funds, depending on the Private Fund’s structure, involve purchasing either: (i) limited partnership interests in onshore or offshore limited partnerships of which Numeric is general partner; (ii) limited liability company interests in onshore limited liability companies of which Numeric is manager; or (iii) shares in offshore corporations of which Numeric is appointed as investment manager. Some of Numeric’s strategies are also used in the firm’s management of the Sub-Advised Funds. Standard Fee Schedules A fee schedule is omitted because this Brochure is being delivered only to qualified purchasers, as defined in section 2(a)(51)(A) of the Investment Company Act. Numeric does not have a standardized fee schedule. The Private Funds may have different share classes which may have different fee schedules. Fees for Separate Account clients and Private Funds may be negotiable or waivable depending upon a variety of factors, including, among other things, type and extent of advisory services offered, amount of assets under management, the overall relationship with the Separate Account client or Private Fund investor, and other services offered to the Separate Account client or Private Fund investor.

Numeric generally receives an annual management fee or fixed fee in a range of .15% up to 1.75% of a Separate Account or Private Fund’s assets under management, payable monthly, quarterly or semi-annually in arrears. Fees vary by Fund and by class. Numeric may receive incentive or performance-based compensation of generally up to 33% of net profits, realized and unrealized, generally payable or allocated annually but may also be payable or allocable semi-annually, quarterly or monthly in arrears. The incentive or performance based fees may be subject to a high water mark or in some cases, a hurdle rate which is typically based upon a specified interest rate.

Payment of Management Fees Management fees accruing to Numeric as investment manager of a Separate Account are payable on a quarterly basis in arrears on the first day of the subsequent quarter. Management fees accruing to Numeric as investment manager of a Private Fund are payable on a monthly or daily basis in arrears and calculated based on the value of the Private Fund’s portfolio at the time of measurement. For Separate Accounts, fees are calculated on the basis of the portfolio’s value on the last day of that quarter, the average of the portfolio’s value at the end of each of the three months in the quarter, the portfolio’s daily value or other schedule as negotiated.

With respect to Separate Account clients, performance fees are typically paid on the first anniversary of a client’s investment and annually thereafter, usually on a quarter end date. In some cases, performance fees are payable on the date of any withdrawal of capital by the client and on the termination of the client’s investment. Performance fees accrued by a Private Fund are deducted or allocated directly from each Private Fund and paid or allocated to Numeric unless otherwise negotiated. When a Private Fund structured as a limited partnership provides for performance-based compensation, such compensation is paid by the partnership in the form of special profit allocations to Numeric, as general partner. Performance compensation is measured over historical periods of one- to three -year periods, although in some cases a longer period may be used. Each Private Fund’s governing documents specifies how its performance fee is calculated and paid or allocated by such Private Fund, and any discussion in this brochure is qualified in its entirety by the Private Fund’s governing documents. The type of investment strategy (such as long only, hybrid, equitized or leveraged) generally determines how performance is measured. For example, some strategies measure performance on a rolling four-quarter basis and others may measure performance on a one-year or three-year basis, or over the life of the account.

For hedged strategies that may use leverage, Numeric may proportionally increase the rates of management and performance fees quoted in the standard fee schedules outlined above to reflect the increased equity exposure of levered Separate Accounts (or Private Funds), generally ranging from between one and a half and five times the capacity in the strategy as unlevered ones. In calculating the performance fee on levered accounts (or Private Funds), Numeric reduces the performance of the appropriate index that the account (or Private Fund) must outperform to accrue the performance fee, by the cost of financing such leverage so that the performance fee paid to Numeric is not reduced by this cost.

For equitized hedged portfolios (those that contain long and short positions plus index futures in order to give the portfolios equity market exposure), the index is the S&P 500 or a customized index selected by the Separate Account client or specified in the Private Fund’s governing documents.

With respect to Separate Accounts, fees may be negotiable at Numeric’s discretion depending upon a variety of factors, including, among other things, the time at which the client enters the strategy, the type and extent of advisory services offered, the amount of assets under management, the overall relationship with the client and other services offered to the client. Fees will vary between clients entering earlier or later in a strategy and smaller and larger accounts and otherwise.

With respect to the Private Funds, Numeric reserves sole discretion to waive all or a portion of the management fee and/or performance fee with respect to any investor in any Private Fund; or, as agreed to by the investor, Numeric may charge a management fee and/or a performance fee that is lower than, or otherwise on different terms than, those described above.

In addition, Numeric may, at its discretion, agree to pay for certain other fees or expenses incurred by a Separate Account or Fund. Certain employees and officers of Numeric invest as limited partners in the Private Funds structured as partnerships for which Numeric acts as general partner and as shareholders in the Private Funds structured as offshore companies for which Numeric acts as investment adviser. Numeric generally waives or charges lower management fees and/or performance allocations to its current and former directors, employees, affiliates and their family members, as well as the directors or senior management of TA Associates, Inc. (firm that formerly had a private equity investment in Numeric) and their family members that invest in certain Private Funds (collectively, “Insiders”). In the event that a Separate Account client adds or withdraws assets under management during a quarter, management fees charged in arrears will be adjusted pro rata for the number of days during the quarter on which the assets were managed. Withdrawals or redemptions made by an investor in certain Private Funds within twelve months from the date of such investor’s initial investment in the Private Fund may be subject, in the discretion of Numeric, to an early withdrawal/redemption charge equal to an amount not exceeding 1% of the amount withdrawn or redeemed. These charges will be paid to the Private Fund and are intended to place the cost of withdrawal on the investor seeking liquidity. When a Private Fund’s investors consist of a single entity or individual or a group of affiliated investors, withdrawal privileges may be negotiable. As a result, persons investing in a Private Fund with unaffiliated investors may have less advantageous withdrawal privileges than those investing in Separate Accounts or Private Funds that include only Insiders. In the event that an investor purchases or redeems shares or interests in a Private Fund during a quarter, or in the event that a Private Fund begins or terminates during a quarter, management fees payable will be adjusted pro rata for the number of days during the quarter on which the assets were managed. Numeric may, in its sole discretion, enter into agreements that have the economic effect of waiving, in whole or in part, the management and/or performance fee with respect to any investor, or charging a management and/or performance fee on a different basis or at a different rate, all without the consent or approval of, or notice to, any unaffected investor.

Ability to Deduct Fees from Client Accounts or Bill Clients Directly Clients investing in Separate Accounts can elect to be billed directly for fees or to authorize Numeric to directly debit fees from client accounts. For Private Funds, the management fees payable to Numeric are deducted directly from the Private Fund unless otherwise negotiated with Numeric. Any performance fees accrued by a Private Fund are deducted or allocated directly from each Private Fund and paid or allocated to Numeric unless otherwise negotiated with Numeric.

Other Fees and Expenses Numeric’s management and performance fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses. These additional costs and expenses will be incurred by the Separate Account client or Private Fund (and, therefore, indirectly by the Private Fund’s investors). Charges may be imposed by administrators, custodians, brokers, third party investment and other third parties such as fees charged by managers, custodial fees, deferred sales charges, odd- lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to Numeric’s fee, and Numeric will not receive any portion of these commissions, fees, and costs (except for certain soft dollar benefits described in Item 12 Brokerage Practices below). Each Private Fund bears its own operating and other expenses, the cost of which may vary including, but not limited to, fees paid to the Private Fund’s administrator; fees paid to a custodian; investment- related expenses (e.g., brokerage commissions and transaction costs, currency hedging costs, legal costs to review, research, negotiate and settle potential and actual transactions, as applicable (including, without limitation, investment-related litigation expenses), audit costs, clearing and settlement charges, custodial fees, interest expense, consulting, investment banking and any other professional fees or compensation relating to particular investments or contemplated investments and research-related expenses, including, without limitation, news and quotation equipment and services (including fees for data and software providers)); costs for ERISA bonding, if applicable; expenses relating to third-party valuation services; expenses attributable to any third-party proxy voting service; expenses relating to reports provided to investors; external legal and compliance expenses (which include, without limitation, responding to formal and informal inquiries, subpoenas, investigations and other regulatory matters, indemnification expenses and expenses associated with regulatory filings relating to the Private Fund and/or the Private Fund’s investments); external accounting, audit and tax preparation expenses; fees and expenses of the directors; organizational and operating fees and expenses, including the directors’ fees and expenses; insurance expenses; expenses relating to the offer and sale of interests and/or shares; taxes and similar amounts; expenses related to the maintenance of the Private Fund’s registered office; corporate licensing expenses; clearing and registration fees and other expenses due to regulatory, supervisory or fiscal authorities in various jurisdictions; liquidation costs; promotional and marketing expenses; and the out-of- pocket expenses incurred by the Private Fund’s service providers as noted above. Numeric generally is not responsible for any expenses or fees in connection with management of the Private Funds other than as set forth in each Private Fund’s governing documents.

Numeric or its affiliates may pay certain of the aforementioned expenses and may therefore be entitled to be reimbursed by a Private Fund in respect of such expenses.

Each Separate Account may bear certain of the fees and expenses described above. In addition, certain expenses borne by the Private Funds may be shared by Separate Accounts. The expenses borne by a Separate Account are set forth in the Separate Account’s investment management agreement.

Each Separate Account may bear certain of the fees and expenses described above. In addition, certain expenses borne by the Funds may be shared by managed accounts. The expenses borne by a Separate Account are set forth in the Separate Account’s investment management agreement. A more complete description of the fees to be paid to Numeric in connection with an investment in each Private Fund, as well as the expenses of each Private Fund, is available in the confidential offering memorandum and other governing documents of such Private Fund, which are made available to each prospective investor before, or by the time of, any investment in the Private Fund. Private Fund costs may be amortized over a period of time to ensure that large expenses are borne in an equitable manner. Item 12 further describes the factors that Numeric considers in selecting or recommending broker- dealers for Private Fund or Separate Account client transactions and determining the reasonableness of their compensation (e.g., commissions). Sub-Advised Fund Compensation and Fees When providing services to the Sub-Advised Funds, Numeric typically receives a fee that is based on the amount of the Sub-Advised Fund’s assets allocated to Numeric for management. The sub- advisory fee may be paid to Numeric directly by the Sub-Advised Fund or indirectly by the Sub- Advised Fund’s investment adviser (out of its advisory fee from the Sub-Advised Fund).

In addition to Numeric’s sub-advisory fees, expenses borne by a Sub-Advised Fund are governed by the Sub-Advised Fund’s governing documents.

Allocation of Expenses A Private Fund and/or Separate Account may incur an expense which forms part of a larger aggregate expense relating to a number of entities for which Numeric or its affiliates provide services. Such expense will normally be allocated between the relevant entities, pro rata or in conjunction with a flat fee per entity for a portion of the expense, where possible and appropriate. please register to get more info

Performance-Based Fees Numeric has entered into performance fee arrangements with qualified clients as described in Item 5. Performance fees are subject to individualized negotiation with each Separate Account client and set forth in each Private Fund’s governing documents. Numeric will structure any performance or incentive fee arrangement subject to Section 205(a)(1) of the Advisers Act in accordance with the available exemptions, including the exemption set forth in Rule 205-3. In measuring clients’ assets for the calculation of performance-based fees, Numeric will include realized and unrealized capital gains and losses. Side-by-Side Management of Accounts and Related Conflicts of Interest Certain performance-based fee arrangements may create an incentive for Numeric to recommend investments which may be riskier or more speculative than those which might be recommended under a different fee arrangement. Performance fee arrangements may also create an incentive to favor Private Funds and Separate Account clients that pay a higher fee over others in the allocation of investment opportunities. Numeric has designed and implemented procedures to reasonably provide for the fair and equal treatment of all clients. Portfolios are managed at the strategy level, therefore there is no consideration given to the fee schedule attached to individual accounts.

Other Conflicts of Interest Associated with Side-by-Side Management of Accounts Other types of side-by-side management of multiple accounts can also create incentives for Numeric to favor one account over the other.

Long Only/Long-Short Accounts. Numeric manages accounts that only allow long positions, as well as accounts that permit short sales. Numeric may, therefore, sell a security short in some client accounts while holding the same security long in other client accounts. This creates the possibility that Numeric is taking inconsistent positions with respect to a particular security in different client accounts.

Securities of the Same Kind or Class. Numeric may buy or sell securities of the same kind or class that are purchased or sold for another client, at prices that may be different. Numeric may also, at any time, execute trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account, due to differences in investment strategy or flows. Different strategies effecting trading in the same securities or types of securities may appear as inconsistencies in Numeric’s management of multiple accounts side-by-side.

Accounts Managed by Numeric and Affiliates. Where a client’s assets are managed by Numeric and one or more of its affiliates, Numeric and the affiliate may also, at any time, execute trades of securities of the same kind or class in different directions for the client’s account due to differences in investment strategy or flows.

Generally, Numeric addresses these conflicts of interest through the adoption of conflicts of interest policies and procedures that are designed to ensure that the services provided or activities conducted are carried out with integrity and an appropriate degree of independence to protect the interests of clients. please register to get more info

Numeric provides discretionary and non-discretionary investment advisory services for U.S. and non-U.S. taxable and tax-exempt clients. Numeric’s clients are primarily institutions that invest through separately managed accounts; however, Numeric also advises private investment funds sponsored by Numeric in which eligible institutions or individuals invest. Numeric generally provides portfolio management services to corporate pension and profit-sharing plans, Taft-Hartley plans, charitable institutions, foundations, endowments, municipalities, private investment funds, trust programs, sovereign funds, foreign funds such as UCITS and SICAV funds, and other U.S. and international institutions. Numeric also provides portfolio management services in a sub-advisory capacity to registered investment companies. Numeric’s account minimum for a Separate Account is generally $50 million, depending upon the strategy. The typical minimum initial investment for Private Funds is $1 million. These minimums may be waived in the discretion of Numeric and generally are waived for Insiders as defined in Item 5.

To establish a Separate Account, Numeric generally requires the prospective client to execute an investment management agreement that sets forth the terms under which Numeric will provide its services.

To invest in a Private Fund, Numeric generally requires the prospective investor to complete and submit a subscription agreement binding them to the terms of a Private Fund’s governing documents. Certain Private Funds admit only sophisticated U.S. taxable investors that are “accredited investors,” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, and generally “qualified clients” as defined in Rule 205-3 of the Advisers Act (or “qualified purchasers” or “knowledgeable employees”, as defined in the Investment Company Act) and the rules thereunder. Other Private Funds admit only sophisticated non-U.S. investors, or sophisticated U.S. tax-exempt investors that are “accredited investors” and generally “qualified clients.” Private Funds may further limit investment to persons who are “qualified eligible persons” as defined in Rule 4.7 under the Commodity Exchange Act. Other limitations on establishing a Separate Account or investing in a Private Fund also may apply. please register to get more info

LOSS
The descriptions set forth in this Brochure of specific advisory services that Numeric offers to clients, and investment strategies pursued and investments made by Numeric on behalf of its clients, should not be understood to limit in any way Numeric’s investment activities. Numeric may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Numeric considers appropriate, subject to each client's investment objectives and guidelines. The investment strategies Numeric pursues are speculative and entail substantial risks. Clients 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.
A. Methods of Analysis and Investment Strategies
Numeric will generally, employ quantitative models to select investments. There can be no assurance that these models will operate correctly or as expected in all market conditions. A broad summary of Numeric’s proprietary models follows:  Valuation Models – designed to capture excess returns due to investor overreaction in the marketplace by combining model outputs from various proprietary valuation models.  Information Flow Models – designed to capture catalysts in a security’s price. These models capture trends in prices and earnings as well as assess the quality of a company’s financial statements and actions taken in the market.

All portfolios at Numeric are managed under the direction of Numeric’s Chief Investment Officer, Dan Taylor, with oversight from Numeric’s Investment Committee. Each Private Fund is managed by Numeric in accordance with the investment objectives and strategies disclosed in the applicable Private Fund’s governing documents. Investors and prospective investors in a Private Fund should consult the relevant governing documents to see which methods of analysis, investment strategies and risks are most relevant to that Private Fund. Numeric manages each Separate Account client in accordance with the terms of the investment management agreement and any other contractual arrangements between Numeric and such client.

The entire investment process is overseen by the Investment Committee, which includes the Chief Investment Officers, senior investment professionals, and the Head of Trading.

Risk is managed by the portfolio managers and overseen by the Investment Committee. We have both internally and externally developed real-time risk monitors to predict and measure intended/unintended risks in the portfolio. In addition to real-time risk monitors, we also utilize internally developed risk models and compliance systems to monitor the portfolios. Portfolio managers review these models and Compliance reviews the compliance systems on a daily basis. These risk parameters are incorporated into our daily quantitative model process to prevent the taking of unintended risks. We address risk management in three distinct areas: Alpha Construction, Portfolio Construction and Analytics/Compliance. Risk is managed through portfolio construction rules, which are designed to result in a predictable performance tracking error range assuming overall market volatility remains relatively stable. All portfolio managers and research analysts involved with each strategy review daily monitors prior to the market open to ensure the accounts are within appropriate risk levels. External risk tools include MSCI Barra. Internal risk systems are designed and monitored by Numeric employees not involved in the investment decision-making process. Further, reports/holdings/risk exposures are run daily and accessible for review across the firm. In addition, there is an independent review of compliance with client investment guidelines and restrictions conducted by the Compliance Team and any infractions are recorded and reported to the portfolio managers and the Management Committee.
B. Material, Significant or Unusual Risks Relating to Investment Strategies

The investment strategies the Firm pursues are speculative and entail substantial risks. Clients 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. The following risk factors may not be applicable to all clients. Investments in a Separate Account or Fund are speculative and involve a substantial degree of risk, including the risk that an investor could lose some or all of its investment. Prospective investors should carefully consider the risks of investing, which include, without limitation, those set forth below. These risk factors include only those risks Numeric believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by Numeric and do not purport to be a complete list or explanation of the risks involved in an investment in a Separate Account or Fund.

Leverage. Certain Private Fund and Separate Account portfolios may utilize leverage. Leverage creates an opportunity for increased net income or capital appreciation but also creates special risk considerations. Leveraging will generally exaggerate the effect on the Private Fund or Separate Account client portfolio’s value of any increase or decrease in the market value of the Private Fund’s investments. Leveraging will create interest expenses for the Private Fund or Separate Account portfolio which can exceed the investment return from the borrowed funds. In this instance, the Private Fund or Separate Account’s investment return will be greater if leverage were not used.

Short Sales. Certain Private Fund and Separate Account portfolios may engage in short sales by selling securities not owned at the time of the sale. The Private Fund or Separate Account is then obligated to purchase and deliver securities against the short position. In the event that the price of a security increase between the short sale and the Private Fund or Separate Account’s subsequent purchase of shares of that security, the Private Fund or Separate Account will suffer a loss on that transaction and the value of the Private Fund or Separate Account will decrease accordingly. There can be no assurance that a Private Fund or Separate Account utilizing short sales will not suffer losses. Small and Mid-Capitalization Risks. Investments in unseasoned and small and mid-capitalization companies may create exposure to greater investment risk. Investments in the securities of these companies may present greater opportunities for growth but also involve greater risks than are customarily associated with investments in securities of more established and larger capitalized companies. The securities of less seasoned and smaller capitalized companies are often traded in the over-the-counter (“OTC”) market and have fewer market makers and wider price spreads, which may in turn result in more abrupt and erratic market price movements and make such investments more vulnerable to adverse general market or economic developments than would investments only in large, more established companies. It is more difficult to obtain information about less seasoned and smaller capitalization companies because they tend to be less well known and have shorter operating histories and because they tend not to have significant ownership by large investors or be followed by many securities analysts. Additionally, these companies may have limited product lines, markets or financial resources, or they may be dependent upon a limited management group that may lack depth and experience. Investments in larger and more established companies present certain advantages in that such companies generally have greater financial resources, more extensive research and development, manufacturing, marketing and service capabilities, more stability and greater depth of management and technical personnel.

Long-Only Strategies. Long-only strategies will not take direct “short” positions. Accordingly, such strategies can primarily only profit from increases in the value of the financial instruments which it acquires. These strategies do not provide “absolute return” potential, and are very unlikely to be profitable in declining markets. Prospective investors must recognize that even if the strategy achieves its objective (of which there can be no assurance), an investment in a long-only strategy will represent a directional “bet” on increases in the general price level of the financial instruments acquired. A long-only strategy should in no event constitute more than a strictly limited portion of an investor’s overall portfolio. Long-only strategies may be exposed to substantial losses in the event of a market downturn.

Foreign Currency. The value of foreign currencies relative to the U.S. dollar varies continually, causing changes in the dollar value of a Private Fund or Separate Account portfolio (even if the local market price of the investments is unchanged) and changes in the dollar value of a Private Fund or Separate Account portfolio’s income available for distribution. The effect of changes in the dollar value of a foreign currency on the dollar value of a Private Fund’s or Separate Account portfolio’s assets and on the net investment income available for distribution may be favorable or unfavorable. A Private Fund or Separate Account portfolio will incur costs in connection with conversions between various currencies.

Derivatives. Certain Private Fund and Separate Account portfolios may invest in derivatives. Derivatives involve a number of risks including possible default by the other party to the transaction, illiquidity and, to the extent Numeric’s view of certain market, interest rate or currency exchange rate movements is incorrect, the risk that the use of such derivatives could result in losses greater than if they had not been used. The writing of put and call options may result in losses to a Private Fund or Separate Account, force the purchase or sale, respectively, of portfolio securities at inopportune times or for prices higher than (in the case of purchases due to the exercise of put options) or lower than (in the case of sales due to the exercise of call options) current market values, limit the amount of appreciation the Private Fund or Separate Account can realize on its investments or cause the Private Fund or Separate Account to hold a security it might otherwise sell or sell a security it might otherwise hold. Exchange Traded Funds. The risks of owning an exchange traded fund (“ETF”) generally reflect the risk of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying securities and ETFs have management fees that increase their costs. As a shareholder of an ETF, a Private Fund or Separate Account portfolio would bear its pro rata portion of the ETF’s expenses, including advisory fees. These expenses would be in addition to the fees and other expenses that a Private Fund or Separate Account bears directly in connection with its own operations. Investing in securities involves the risk of loss. Clients should be aware that past performance is not a guarantee of future results. Fixed Income Instruments Generally. Numeric’s US high yield bond strategy seeks income from US high yield fixed income bonds. Fixed income securities are subject to the risk of an issuer’s ability to meet principal and interest payments on the obligation (credit risk), and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (market risk). The fixed-income securities in which the strategy invests may be interest rate sensitive. An increase in interest rates will generally reduce the value of fixed-income securities, while a decline in interest rates will generally increase the value of fixed-income securities. The performance of the strategy will therefore depend in part on the ability to anticipate and respond to such fluctuations on market interest rates, and to utilize appropriate strategies to maximize returns, while attempting to minimize the associated risks to investment capital.

Investment in High Yield Fixed Income Instruments. It is expected that a significant portion of the Numeric US high yield bond strategy’s investments will be rated below investment grade. Such debt obligations have greater credit and liquidity risk than investment grade obligations. The lower rating of such obligations reflects a greater possibility that adverse changes in the financial condition of an obligor or in general economic conditions, or both, may impair the performance of the strategy. In addition, obligors of below investment grade debt obligations may be highly leveraged and may not have available to them more traditional methods of financing. During an economic downturn, a sustained period of rising interest rates, or a period of fluctuating exchange rates (in respect of those obligors with operations located in non-U.S. countries), such obligors may be more likely to experience financial stress and may be unable to meet their debt obligations due to the obligors’ inability to achieve sufficient financial results or the unavailability of financing or under certain market conditions may not be able to refinance their debt obligations which may increase their risk of default. Default rates levels for below investment grade debt obligations may change significantly over time. All risks associated with the strategy’s investment in such obligations will be borne by investors. General Economic and Market Conditions. The success of a Fund’s or Separate Account portfolio’s investments may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, currency exchange rates and controls and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of security prices and the liquidity and the value of the securities held by a Private Fund or Separate Account portfolio. Unexpected volatility or illiquidity could impair a Private Fund’s or Separate Account portfolio’s profitability or result in its suffering losses. The fixed income, equity, commodity and currency markets of the world have been marked by extreme uncertainty and volatility in recent years. Beginning in the fourth quarter of 2008, world financial markets experienced extraordinary market conditions including, among other things, extreme losses and volatility in securities markets and the failure of credit markets to function. These events have largely been attributed to the combination of a real estate bubble and the securitization and deregulation of real estate mortgages in a way that made the risks of mortgage-backed securities difficult to assess. In reaction to these events, regulators in the US and the UK and several other countries undertook unprecedented regulatory actions. Today, such regulators continue to consider and implement additional measures to stabilize and encourage growth in global financial markets. Nevertheless, it is uncertain whether the regulatory actions taken by regulators or any other regulatory actions will be able to prevent further losses and volatility in securities markets, or stimulate the credit markets.

The Fund or Separate Account may be materially and adversely affected by the foregoing events, or by similar or other events in the future. In the long term, there may be significant new regulations that could limit the Fund or Separate Account’s activities and investment opportunities or change the functioning of capital markets, and there is the possibility the severe worldwide economic downturn could continue for a period of years. Consequently, the Fund or Separate Account may not be capable of, or successful at, preserving the value of its assets, generating positive investment returns or effectively managing its risks.

Investments in Emerging Markets. Investing in emerging markets involves additional risks and special considerations not typically associated with investing in other more established economies or markets. Such risks may include (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 markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations on realization of investments, repatriation of invested capital and on the ability to exchange local currencies for US dollars; (viii) increased likelihood of governmental involvement in and control over the economy; (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 markets; (xii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (xiii) less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors; and (xiv) certain considerations regarding the maintenance of financial instruments with brokers and securities depositories. Repatriation of investment income, assets and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging countries. A Fund or Separate Account could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by withholding taxes imposed by emerging market countries on interest or dividends paid on financial instruments held by the Fund or Separate Account or gains from the disposition of such financial instruments. Lack of adequate custodial systems in some emerging market countries may prevent investment in a given country or may require a Fund or Separate Account to accept greater custodial risks in order to invest in such countries. Clients should also note that settlement mechanisms in emerging markets are generally less developed and reliable than those in more developed countries and that this therefore increases the risk of settlement default, which could result in substantial losses for the Fund or Separate Account in respect of investments in emerging markets. Clients should also note that the securities of companies domiciled in emerging markets are less liquid and more volatile than more developed stock markets and this may result in fluctuations in the value of the Fund or Separate Account. Custodian expenses for a portfolio of emerging markets securities are generally higher than for a portfolio of securities of issuers based in developed countries.

Economies in emerging market countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be affected adversely by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be affected adversely by economic conditions in the countries in which they trade. There may be a lack of liquidity for emerging market securities; interest rates and relevant currency exchange rates may be more volatile; sovereign limitations on these investments may be more likely to be imposed; there may be significant balance of payment deficits; and their economies and markets may respond in a more volatile manner to economic changes than those of developed countries.

Certain Funds and Separate Accounts may invest in sovereign debt securities of emerging market governments. Investments in such securities involve special risks. The issuer of the debt or the governmental authorities that control the repayment of debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt, and in turn the NAV, to a greater extent than volatility inherent in non-emerging market fixed income securities.

A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy towards principal international lenders and the political constraints to which a sovereign debtor may be subject. Emerging market governments could default on their sovereign debt. Such sovereign debtors also may be dependent on expected disbursements from foreign governments, multinational agencies and other entities abroad to reduce principal and interest arrears on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a sovereign debtor’s implementation of economic reforms and/or economic performance and the timely service of such debtor’s obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due, may result in the cancellation of such third parties’ commitments to lend funds to the sovereign debtor, which may further impair such debtor’s ability or willingness to service its debts in a timely manner. In emerging markets, there is often less governmental supervision and regulation of business and industry practices, stock exchanges, OTC markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision which is in place may be subject to manipulation or control. Some emerging market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements. In certain cases, the laws and regulations governing investments in securities may not exist or may be subject to inconsistent or arbitrary appreciation or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. A Fund or Separate Account may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments.

Emerging Market Inflation. Some emerging market countries have experienced substantial rates of inflation in recent years. Inflation and rapid fluctuations in inflation rates have had, and may in the future have, negative effects on the economies and securities markets of certain emerging economies. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on the Fund’s or Separate Account’s investments in these countries or the Fund’s or Separate Account’s returns from such investments.

Taxation. Taxation of dividends and capital gains received by non-residents varies among emerging countries and, in some cases, tax rates are high compared to developed countries. In addition, developing countries typically have less well-defined tax laws and procedures. With respect to certain countries, there is a possibility of expropriation, confiscatory taxation and imposition of withholding or other taxes on dividends, interest, capital gains, gross sale or disposition proceeds or other income.

Risk of Errors and Omissions in Information. Companies in emerging countries are generally subject to less stringent and less uniform accounting, auditing and financial reporting standards, practices and disclosure requirements than those applicable to companies in developed countries. In particular, valuation of assets, depreciation, exchange differences, deferred taxation, contingent liabilities and consolidation may be treated differently from accounting standards in more developed countries. Consequently, there is less publicly available information about an emerging country company than about a company in a developed market. Furthermore, the quality and reliability of official data published by the government or securities exchanges in emerging markets may not accurately reflect the statistics being reported. Government Involvement in Private Sector. Government involvement in the private sector varies in degrees among the emerging countries in which certain Funds or Separate Accounts may invest. Such involvement may include government ownership, wage and price controls or imposition of trade barriers or other protectionist measures. Legal Risk. Many of the laws that govern private and foreign investment, securities transactions, creditors’ rights and other contractual relationships in emerging markets are new and largely untested. As a result, a Fund or Separate Account may be subject to a number of unusual risks, including inadequate investor protection, contradictory legislation, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and confidentiality customs characteristic of developed markets, and lack of enforcement of existing regulations.

Regulatory controls and corporate governance of companies in developing countries may confer little protection on investors. Anti-fraud and anti-insider trading legislation is often rudimentary. The concept of fiduciary duty is also limited when compared to such concepts in developed countries. In certain instances, management may take significant actions without the consent of investors.

This difficulty in protecting and enforcing rights may have a material adverse effect on a Fund or Separate Account and its operations. Furthermore, it may be difficult to obtain and enforce a judgment in certain of emerging market countries in which assets of a Fund or Separate Account are invested.

Model and Data Risk. The Investment Manager relies heavily on proprietary mathematical quantitative models (each a “Model” and collectively, “Models”) and data developed both by the Investment Manager and those supplied by third parties (collectively, “Data”) rather than granting trade-by-trade discretion to the Investment Manager’s investment professionals. In combination, Models and Data are used to construct investment decisions, to value both current and potential investments (including, without limitation, for trading purposes, and for the purposes of determining the Net Asset Value of the Company), to provide risk management insights and to assist in hedging the Company’s positions and investments. Models, Data and the processes supporting these components are known to have errors, omissions, imperfections and malfunctions (collectively, “System Events”).

The Investment Manager seeks to reduce the incidence and impact of System Events, to the extent feasible, through a combination of internal testing, simulation, real-time monitoring, use of independent safeguards in the overall Account management process and often in the software code itself. Despite such testing, monitoring and independent safeguards, System Events will result in, among other things, the execution of unanticipated trades, the failure to execute anticipated trades, delays in the execution of anticipated trades, the failure to properly allocate trades, the failure to properly gather and organize available data, the failure to take certain hedging or risk reducing actions and/or the taking of actions which increase certain risk(s)—all of which may have materially adverse effects on the Company. System Events in third-party provided Data are generally entirely outside the control of the Investment Manager. The research and modelling processes engaged in by the Investment Manager on behalf of the Company are extremely complex and involve the use of financial, economic, econometric and statistical theories, research and modelling; the results of this investment approach must then be translated into computer code. Although the Investment Manager seeks to hire individuals skilled in each of these functions and to provide appropriate levels of oversight and employ other mitigating measures and processes, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform “real world” testing of the end product, even with simulations and similar methodologies, raise the chances that Model code may contain one or more coding errors, thus potentially resulting in a System Event and further, one or more of such coding errors could adversely affect the Company’s investment performance.

The Investment Strategies of the Investment Manager are highly reliant on the gathering, cleaning, culling and performing of analysis of large amounts of Data. Accordingly, Models rely heavily on appropriate Data inputs. However, it is impossible and impracticable to factor all relevant, available Data into forecasts, investment decisions and other parameters of the Models. The Investment Manager will use its discretion to determine what Data to gather with respect to each Investment Strategy and what subset of that Data the Models take into account to produce forecasts which may have an impact on ultimate investment decisions. In addition, due to the automated nature of Data gathering, the volume and depth of Data available, the complexity and often manual nature of Data cleaning, and the fact that the substantial majority of Data comes from third-party sources, it is inevitable that not all desired and/or relevant Data will be available to, or processed by, the Investment Manager at all times. Irrespective of the merit, value and/or strength of a particular Model, it will not perform as designed if incorrect Data is fed into it which may lead to a System Event potentially subjecting the Company to a loss. Further, even if Data is input correctly, “model prices” anticipated by the Data through the Models may differ substantially from market prices, especially for financial instruments with complex characteristics, such as derivatives, in which Numeric may invest on behalf of certain clients.

Where incorrect or incomplete Data is available, the Investment Manager may, and often will, continue to generate forecasts and make investment decisions based on the Data available to it. Additionally, the Investment Manager may determine that certain available Data, while potentially useful in generating forecasts and/or making investment decisions, is not cost effective to gather due to, among other factors, the technology costs or third-party vendor costs and, in such cases, the Investment Manager will not utilize such Data. The Investment Manager has full discretion to select the Data it utilizes. The Investment Manager may elect to use or may refrain from using any specific Data or type of Data in generating forecasts or making trading decisions with respect to the Models. The Data utilized in generating forecasts or making trading decisions underlying the Models may not be (i) the most accurate data available or (ii) free of errors. The Data set used in connection with the Models is limited. The foregoing risks associated with gathering, cleaning, culling and analysis of large amounts of Data are an inherent part of investing with a quantitative, process-driven, systematic adviser such as the Investment Manager. When Models and Data prove to be incorrect, misleading or incomplete, any decisions made in reliance thereon expose the Company to potential losses and such losses may be compounded over time. For example, by relying on Models and Data, the Investment Manager may be induced to buy certain investments at prices that are too high, to sell certain other investments at prices that are too low, or to miss favorable opportunities altogether. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful and when determining the Net Asset Value of the Company, any valuations of the client’s investments that are based on valuation Models may prove to be incorrect. In addition, Models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. Furthermore, in unforeseen or certain low-probability scenarios (often involving a market event or disruption of some kind), Models may produce unexpected results which may or may not be System Events.

Errors in Models and Data are often extremely difficult to detect, and, in the case of Models, the difficulty of detecting System Events may be exacerbated by the lack of design documents or specifications. Regardless of how difficult their detection appears in retrospect, some System Events may go undetected for long periods of time and some may never be detected. When a System Event is detected, the Investment Manager, in its sole discretion may choose not to address or fix such System Event, and the third party software will lead to System Events known to the Investment Manager that it chooses, in its sole discretion, not to address or fix. The degradation or impact caused by these System Events can compound over time. When a System Event is detected, the Investment Manager generally will not perform a materiality analysis on the potential impact of a System Event. The Investment Manager believes that the testing and monitoring performed on Models and the controls adopted to ensure processes are undertaken with care will enable the Investment Manager to identify and address those System Events that a prudent person managing a quantitative, systematic and computerized investment program would identify and address by correcting the underlying issue(s) giving rise to the System Events, however there is no guarantee of the success of such processes. Clients should assume that System Events and their ensuing risks and impact are an inherent part of investing with a process-driven, systematic investment manager such as the Investment Manager. Accordingly, the Investment Manager does not expect to disclose discovered System Events to clients.

Clients will bear the risks associated with the reliance on Models and Data including bearing all losses related to System Events other than in relation to losses arising from the Investment Manager’s willful default, fraud or gross negligence, if applicable. Trading Frequency. Due to considerations around its quantitative investment management approach, including, but not limited to, data breaks and complex interdependent processes, Numeric may not trade on every available trading day. In addition, Numeric may, at its discretion, decide not to trade on every available trading day due to other considerations, including, but not limited to, client restrictions and global trading holidays. Trade Error Risk. The complex trading programs operated by Numeric and the volume of transactions invariably result in occasional trades being executed which, with the benefit of hindsight, were not required by the trading program. To the extent an error is caused by a counterparty, such as a broker, Numeric generally attempts to recover any loss associated with such error from such counterparty. To the extent an error is caused by Numeric, a formalized process is in place for the resolution of such errors. Given the volume, diversity and complexity of transactions executed by Numeric on behalf of the Account, the Client should assume that trading errors (and similar errors) will occur. If such errors result in gains to the Account, such gains will be retained by the Account. However, if such errors result in losses, they will be borne by Numeric in accordance with its internal policies.

Trading Systems Risks. Clients depend on Numeric and its other service providers to develop and implement appropriate systems for trading activities. Further, clients may rely extensively on computer programs and systems (and may rely on new systems and technology in the future) for various purposes including, without limitation, to trade, clear and settle transactions, to evaluate certain financial instruments, to monitor its portfolio and net capital, and/or to generate risk management and other reports that are critical to oversight of the client activities. Certain of Numeric’s operations interface will be dependent upon systems operated by third parties, including prime brokers, the administrator, market counterparties and their sub-custodians and other service providers, and Numeric may not be in a position to verify the risks or reliability of such third-party systems. These programs or systems may be subject to certain limitations, including, but not limited to, those caused by computer "worms", viruses and power failures. Numeric’s operations are highly dependent on each of these systems and the successful operation of such systems is often out of Numeric’s control. The failure of one or more systems or the inability of such systems to satisfy Numeric’s new or growing businesses could have a material adverse effect on client accounts. For example, systems failures could cause settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades, and cause inaccurate reports, which may affect the ability of Numeric to monitor investment portfolio and risks.

There is a risk that any algorithmic trading systems used by Numeric or its service providers may not be able to adequately react to a market event without serious disruption. Further, trading algorithms may malfunction causing severe losses.

Obsolescence Risk. Numeric is unlikely to be successful in its quantitative investment strategies unless the assumptions underlying the Models are realistic and either remain realistic and relevant in the future or are adjusted to account for changes in the overall market environment. If such assumptions are inaccurate or become inaccurate and are not promptly adjusted, it is likely that profitable trading signals will not be generated. If and to the extent that the Models do not reflect certain factors, and Numeric does not successfully address such omission through its testing and evaluation and modify the Models accordingly, major losses may result all of which will be borne by the Account. Numeric will continue to test, evaluate and add new Models which may lead to the Models being modified from time to time. Any modification of the Models or strategies will not be subject to any requirement that clients receive notice of the change or that they consent to it. There can be no assurance as to the effects (positive or negative) of any modification to the Models or Investment Strategies on the Account's performance. Crowding/Convergence. There is significant competition among quantitatively-focused managers, many of whom implement similar types of strategies. To the extent that Numeric is not able to develop sufficiently differentiated Models, the Account’s investment objective may not be met, irrespective of whether the Models are profitable in an absolute sense. In addition, to the extent that the Models come to resemble those employed by other managers, there is an risk that a market disruption may negatively affect predictive Models such as those employed by the Account is increased, as such a disruption could accelerate reductions in liquidity or rapid re-pricing due to simultaneous trading across a number of funds utilizing Models (or similar quantitatively focused investment strategies) in the marketplace.

Involuntary Disclosure Risk. The ability of Numeric to achieve its investment goals for the Account is dependent in large part on its ability to develop and protect its models and proprietary research. The models and proprietary research and the Models and Data are largely protected by Numeric through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position- level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer Numeric's models, and thereby impair the relative or absolute performance of the Account.

Turnover and Trading Costs. The investment strategy to be employed by a Private Fund or a Separate Account portfolio will result in the portfolio having a high degree of turnover which will result in higher transaction costs than would be the case if a Private Fund or Separate Account portfolio employed a buy-and-hold strategy. The transaction costs associated with an active trading strategy may lower returns. If a Private Fund or Separate Account portfolio is successful, it will also generate significant amounts of short-term capital gain related to the sale of securities held for less than one year and relatively little long-term gain, which may have disadvantageous tax consequences for a Private Fund or a Separate Account. Furthermore, trading costs outside the United States are typically higher than those found in the United States.

Better Access to Information. Man entities and/or affiliates will generally have full transparency into the activities of Numeric, including position transparency of client portfolios. Certain investors may be granted enhanced transparency rights from time to time. Such information, which may be potentially relevant to a decision to invest in or redeem interests of a client, may not be made available to all investors. Limitations of Risk Disclosures. The above discussions of the various risks associated with an investment with Numeric are not, and are not intended to be, a complete enumeration or explanation of the risks involved in an investment. Fund investors should refer to their offering documents, and consult with their own advisors before deciding whether to invest. Security Breaches. Numeric maintains global information technology systems, consisting of infrastructure, applications and communications networks to support the clients’ as well as its own business activities. These systems could be subject to security breaches such as ‘cyber-crime’ resulting in theft, a disruption in Numeric’s ability to close out positions and the disclosure or corruption of sensitive and confidential information. Security breaches may also result in misappropriation of assets and could create significant financial and/or legal exposure for Numeric and its clients. Numeric seeks to mitigate attacks on its own systems and those of its clients but will not be able to control directly the risks to third-party systems to which it may connect. Any breach in security of Numeric’s systems could disrupt clients’ and Numeric’s business and may cause clients and Numeric to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention and/or reputational damage.

Non-Discretionary Investment Advice. When providing non-discretionary investment advice to a client, Numeric makes recommendations and the client is solely responsible for making all security purchase and sale decisions for and on behalf of its own accounts or its clients’ accounts. There is a potential disadvantage related to the timing of the delivery of Numeric’s recommendations. A delay between a client’s receipt of Numeric’s recommendations and the client’s execution of a particular transaction may render some or all of Numeric’s recommendations obsolete due to potential market or issuer events. In addition, Numeric may buy or sell positions in securities included in its recommendations for itself or other clients prior to, at the same time as or after the time that Numeric makes such recommendations. Such transactions could impact the prices at which a client is able to effect transactions based on Numeric’s recommendations. As of the date that the transactions are executed, the recommendations may no longer reflect Numeric’s ideal recommendations due to changes in market activity or Numeric’s outlook.
IT IS CRITICAL THAT INVESTORS REFER TO THE APPLICABLE GOVERNING
DOCUMENTS FOR A COMPLETE UNDERSTANDING OF THE MATERIAL RISKS
INVOLVED IN AN INVESTMENT IN THE FUNDS, INCLUDING THE RISK OF
FINANCIAL LOSS. THE INFORMATION CONTAINED HEREIN IS A SUMMARY
ONLY AND IS QUALIFIED IN ITS ENTIRETY BY SUCH DOCUMENT. please register to get more info

Numeric is not aware of any legal or disciplinary events required to be reported in this Item 9 that are material to your evaluation of Numeric’s advisory business or the integrity of Numeric’s management. please register to get more info

A. Broker-Dealer Registration Status
Numeric is not registered as a broker-dealer and does not have any application pending to register with the SEC as a broker-dealer. Numeric utilizes the sales team of its affiliate, Man Investments Inc. (“MII”), to assist in the marketing of its investment services. MII is a limited purpose broker-dealer registered with the SEC and a member of Financial Industry Regulatory Authority, Inc. (“FINRA”). MII may act as a solicitor for Separate Accounts or a solicitor, selling agent and/or investor servicing agent for certain of the Private Funds for which it may be compensated as agreed between Numeric and MII.
B. Futures Commission Merchant, Commodity Pool Operator or Commodity
Trading Adviser Registration Status
Numeric is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”) and a member of the National Futures Association (“NFA”). Certain Numeric employees are registered as “associated persons” or “principals” of Numeric in its capacity as a CPO.
C. Material Relationships or Arrangements with Industry Participants

Numeric is affiliated with the following New York based entities: Man Investments Inc., a limited purpose broker dealer registered with the SEC and member of FINRA, which provides marketing and placement agent services to affiliated entities; GLG LLC, an investment adviser registered with the SEC, a commodity pool operator registered with the CFTC and a member of the NFA; FRM Investment Management (USA) LLC (“FRM USA”), an investment adviser registered with the SEC, a commodity trading adviser and commodity pool operator registered with the CFTC and a member of the NFA; Silvermine Capital Management, LLC, an investment adviser registered with the SEC and a commodity pool operator registered with the CFTC and a member of the NFA; and Man Solutions (USA) LLC (“Man Solutions (USA)”), an investment adviser registered with the SEC. FRM USA and Man Solutions (USA) may, on behalf of their clients and/or funds, invest in the funds advised or sub-advised by Numeric or its affiliates. FRM USA undergoes the same due diligence process for investments it considers in funds advised by Numeric as it would for unaffiliated funds. Numeric is also affiliated with North Carolina based Man Global Private Markets (USA) Inc., an investment adviser registered with the SEC.

Numeric is affiliated with the following London based entities that are authorized and regulated by the Financial Conduct Authority: AHL Partners LLP, an investment adviser registered with the SEC, a commodity trading adviser and commodity pool operator registered with the CFTC and a member of the NFA; Man Solutions Limited, an investment adviser registered with the SEC and a commodity pool operator registered with the CFTC and a member of the NFA; Man Global Private Markets (UK) Limited, an investment adviser registered with the SEC; and GLG Partners LP, an investment adviser registered with the SEC, a commodity pool operator registered with the CFTC and a member of the NFA. Numeric is also affiliated with Man Asset Management (Ireland) Limited, an investment adviser regulated by the Central Bank of Ireland, and Man Investments AG (“MIAG”), located in Switzerland and registered with the Swiss Financial Market Supervisory Authority as a Representative. Numeric has entered into a distribution agreement with MIAG and certain other Man Group plc companies, as listed in the Global Distribution agreement, as amended from time to time. In addition, from time to time Numeric provides sub-advisory or other investment management services to clients of Man Solutions Limited; Man Investments (Hong Kong) Ltd, licensed by the Hong Kong Securities and Futures Commission; and Man Investment Management (Shanghai) Co., Ltd. based in Shanghai, China and registered as a Private Fund Manager with the Asset Management Association of China. Numeric, its affiliates and its personnel serve as investment advisers and investment managers to multiple pooled investment vehicles and managed accounts. Numeric, its affiliates and its personnel may take action or give advice with respect to certain clients and accounts that differs from the advice given to other clients and accounts. Numeric, its affiliates and its personnel will devote as much time to the activities of each client or account as they deem necessary and appropriate and the amount of time devoted to different clients and accounts may vary.

In addition to providing investment advisory services, Numeric sponsors the Private Funds, each of which is an unregistered pooled investment fund. Numeric serves as general partner of the Private Funds that are structured as limited partnerships and, as such, receives the management fee for its services. Certain Private Funds pay performance-based compensation to Numeric. Please see our discussion of performance-based compensation in Item 5 above.
D. Material Conflicts of Interest Relating to Other Investment Advisers

Numeric does not recommend or select other third-party investment advisers for its clients.

An affiliate may from time to time seed funds to which Numeric may provide investment management services.

Potential and actual conflicts of interest may arise from the activities described herein. Numeric has established policies and procedures to monitor and to the extent possible resolve conflicts of interest and will endeavor to resolve conflicts with respect to investment opportunities in a manner it deems appropriate and equitable to the extent possible under the prevailing facts and circumstances. please register to get more info

TRANSACTIONS AND PERSONAL TRADING
A. Code of Ethics
Numeric strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. Accordingly, Numeric has adopted a Global Code of Ethics (the “Code”) that is supplemented by additional policies and procedures that are designed to reinforce its institutional integrity, and to set forth procedures and limitations which govern, amongst other matters, the personal securities transactions of its employees. The Code was developed to promote the highest standards of behavior and to ensure compliance with all applicable regulations. The Code applies to all of Numeric's employees. The Code contains policies and procedures that, among other things:  Require employees to observe fiduciary duties owed to clients;  Prohibit employees from taking personal advantage of opportunities belonging to clients;  Prohibit trading on the basis of material nonpublic information;  Require employees to comply with anti-money laundering requirements;  Place limitations on personal trading by employees and impose pre-clearance and reporting obligations with respect to such trading (with the exception of certain security types);  Impose limitations on the giving or receiving of business related gifts and entertainment;  Restrict employee outside business activities;  Require employees to disclose conflicts of interest;  Require pre-clearance on political contributions; and  Prohibit disclosure by employees of confidential information of Numeric and its clients.

Numeric's employees are subject to the prohibition on trading on the basis of material nonpublic information and to the limitations and pre-clearance requirements on personal trading. Employee personal trades in securities covered by the Code are monitored by the Chief Compliance Officer or designee and governed by the procedures set forth in the Code. Employees may from time to time have proprietary investments in which clients advised or sub-advised by Numeric also take a position, may trade and invest simultaneously with such clients, and may take investment positions that are different from or opposite to the positions taken by such clients. In general, all personal securities transactions (except for US open-ended mutual funds, US Treasury securities, or other permitted investments listed in the Code) are subject to pre-clearance by the Chief Compliance Officer, or designee. A copy of Numeric's Code is available to clients and prospective clients upon request by contacting compliance@numeric.com.

Furthermore, Numeric has adopted procedures to prevent and detect misuse of material nonpublic information. Specifically, Numeric's procedures prohibit any employee from trading, either personally or on behalf of others (such as client accounts advised or sub-advised by Numeric), while in possession of material, nonpublic information, and prohibit employees from communicating material, nonpublic information to others in violation of the law. From time to time, as part of its business activities, Numeric or its affiliates may come into possession of material, non-public information concerning specific issuers. Under applicable laws and Numeric's procedures, this may limit Numeric's flexibility to buy or sell securities of such issuers. Generally, Numeric clients are subject to Man’s Cluster Munitions and Anti-Personnel Mines Policy, which is designed to ensure compliance with The Convention on Cluster Munitions and relevant laws. This may limit Numeric’s flexibility to buy or sell securities of issuers that, among a range of other activities, are involved in cluster munitions or anti-personnel mines or other controversial weapons for these accounts. Numeric and its affiliates are subject to certain position limits, including commodities. Under applicable laws and internal procedures, this may limit Numeric’s flexibility to buy certain futures contracts or derivatives thereon. Related persons and personnel of Numeric and its affiliates (the "Advisory Affiliates") may invest in or have a financial interest in the Private Funds and affiliated Sub-Advised Funds and may not invest in all such Private Funds or affiliated Sub-Advised Funds. It is expected that the size of these investments or the financial interest will change over time. Potential conflicts may arise due to the fact that the Advisory Affiliates may have investments or financial interests in some Private Funds and affiliated Sub-Advised Funds but not in others or may have different levels of investments or financial interests in various Private Funds and affiliated Sub-Advised Funds, and because the Private Funds and affiliated Sub-Advised Funds may pay different levels of fees.

In addition, certain Advisory Affiliates may from time to time make personal investments in securities or financial instruments which may be appropriate for, may be held by, or may fall within client investment guidelines. Such Advisory Affiliates may buy, sell, or hold securities or other financial instruments for their own accounts while entering into different investment decisions for one or more clients. These activities may adversely affect the prices and availability of securities or financial instruments held by or potentially considered for one or more clients.

From time to time, Numeric or Advisory Affiliates may form and manage additional pooled investment vehicles and advise other client accounts with similar or different investment strategies as the Funds or Separate Accounts currently advised or sub-advised by Numeric. It may be appropriate for more than one Fund or Separate Account advised by Numeric to trade in the same securities at the same time. Numeric has policies and procedures to manage the conflicts of interest in connection with such trades.
B. Securities in Which Numeric or a Related Person Has a Material Financial
Interest

As noted in Items 5 and 10, Numeric acts as either general partner or investment manager to each of the Private Funds sponsored by Numeric. For its services as general partner or investment manager, Numeric generally receives a management fee calculated as a percentage of the Private Fund’s net assets and, in most cases, a performance-based fee. In certain instances, an affiliate of Numeric will provide seed capital to fund new Private Funds or affiliated Sub-Advised Funds. Also, certain of Numeric’s current and former directors, Employees, affiliates and their family members (as well as the directors or senior management of TA and their family members) have accounts advised by Numeric (“Affiliate Accounts”) that are permitted to own, buy and/or sell interests in the Private Funds. Accordingly, Numeric and its Affiliate Accounts may from time to time have a substantial interest in certain of the Funds managed by Numeric which could create an incentive for Numeric to favor such Funds over other Funds and Separate Account clients. If Numeric’s or its Affiliate Accounts’ interests in a Fund or Separate Account are substantial, such Fund or Separate Account may also be treated as an Affiliated Account for certain purposes. Affiliated Accounts may have more restrictions than non-affiliated accounts due to their relationship with Numeric. Please see Item 10 above for more details about our Private Funds. Certain affiliated accounts may trade in the same securities with client accounts on an aggregated basis when consistent with Numeric's obligation of best execution. In such circumstances, the affiliated and client accounts will share commission costs equally and receive securities at a total average price. Numeric will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will generally be allocated on a pro rata basis. Any exceptions will be explained on the order.

Numeric generally does not engage in cross trades. In the event that Numeric chooses to engage in cross trades on behalf of client accounts, such cross trades may be arranged through a broker and effected at an independently verifiable current price. For cross trades involving non-exchange traded securities, to the extent possible, quotes are obtained from different brokers. Commissions may or may not be charged in cross trades. A determination will be made as to whether a cross transaction is appropriate on a case-by-case basis and in accordance with any client or regulatory restrictions. Each cross transaction will be performed consistently with Numeric’s policies and procedures.

To the extent that Numeric engages in cross trades and such cross trades are considered a principal transaction covered by Section 206(3) of the Advisers, Numeric will comply with the requirements of Section 206(3) of the Advisers Act with respect to any US client or fund, including that Numeric will notify the applicable client (or an independent representative of the client) in writing of the transaction and obtain the client's consent (or the consent of an independent representative of the client).

Numeric does not consider inadvertent cross transactions that may take place in the market between Numeric and its affiliates as cross transactions or principal transactions.
Valuation
Each Separate Account is responsible for its own valuation of assets which typically a third party custodian may provide. To the extent requested, Numeric will provide Separate Account clients with information that may assist in the valuation of assets. However, Numeric will not be responsible for the valuation of Separate Account assets. For Private Funds, valuation policies and procedures have been established that seek to establish a consistent framework and methodology for the determination, validation, approval, regular monitoring and review of pricing all positions of each Private Fund. The Private Fund’s directors have appointed an Independent Pricing Committee (the “IPC”) to undertake certain services concerning the valuation policies and procedures relating to each Fund. The IPC is an independent body set up to: (1) establish a pricing matrix (a table which lays out a pricing source for certain assets and liabilities) which the directors will decide whether to adopt for the Fund and if so will thereafter be used by the administrator to calculate the value of the assets and liabilities held by the Fund; and (2) establish the prices of any positions held in the Fund that do not have an independently ascertainable value as per the pricing matrix. In addition, the IPC provides general governance and oversight of the valuation process.
C. Investing in Securities that the Investment Adviser or a Related Person
Recommends to Clients
The Code places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to Numeric on a periodic basis, and requires that employees pre-clear certain types of personal securities transactions. Generally, and subject to certain exceptions, Numeric's employees may not engage in personal securities trading without pre- clearance. Accordingly, under certain circumstances, Numeric, its affiliates and its employees may invest on behalf of themselves in securities and other instruments that would be appropriate for, held by, or may fall within the investment guidelines of client accounts.

Numeric, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more clients. Potential conflicts also may arise due to the fact that Numeric and its personnel may have investments in some Private Funds but not in others or may have different levels of investments in the various Private Funds.

Numeric has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as client trades.

D. Conflicts of Interest Created by Contemporaneous Trading
Under certain circumstances, Numeric may take inconsistent positions in the same security on a particular trading day. This can happen in one of two cases:  account rebalancing (for example, in connection with a contribution or withdrawal or the commencement or termination of an account); or  our investment models provide conflicting signals (buy or sell) for different strategies with different objectives, including different strategies managed in different sleeves of one Fund. In the former case, these transactions are client directed. In the latter case, these situations can arise, for example, when the model for a strategy that is focused on longer-term valuation might be positive for a particular security at the same time that the model for a strategy that is focused on shorter-term momentum is negative. In order to mitigate potential conflicts that arise from these situations, Numeric has implemented the following controls. A pre-trade check warns a portfolio manager if he or she has placed an order that is contrary to the model for the applicable strategy. When such an order is placed, the system will not allow the order to proceed without being expressly overridden in the order management system. This check is designed to ensure that conflicting orders in the same strategy (for example, in the case of a contribution, withdrawal or commencement or termination of an account) are intentional and not the result of an error. In addition to the pre-trade check, we ensure that opposite way trades that are handled manually are never handled by the same trader and opposite way trades that are handled algorithmically are handled through tools that are designed to not favor one account to the detriment of another. Numeric will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to any client solely because Numeric purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to any client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practical or desirable for the client. please register to get more info

A. Factors Considered in Broker Selection
Numeric will place orders for the execution of transactions for client accounts in accordance with its best execution policies, which take into account a number of factors including, among other things, historical execution performance, commission rates (and other transactional charges), the broker's financial strength, ability to commit capital, stability and responsibility, reputation, reliability, overall past performance of services, execution research capability and coverage, responsiveness to Numeric as well as means of communication, ability to execute trades based on the characteristics of a particular trade, technology and trading systems, trading activity in a particular security, block trading and block positioning capabilities, nature and frequency of sales coverage, net price, depth of available services, arbitrage operations, willingness to execute related or unrelated difficult transactions, order of call, back office, settlement processing and special execution capabilities, efficiency and speed of execution, and error resolution. Accordingly, transactions will not always be executed at the lowest available price or commission.

Numeric does not adhere to any rigid formulas in selecting brokers, but weighs a combination of factors. There is, however, no direct correlation between these factors and the allocations of brokerage for client accounts advised or sub-advised by Numeric. Because of the range of factors considered by Numeric, it is possible that Numeric's clients may pay brokerage commissions in excess of that which another broker might have charged for effecting the same transaction. Numeric will make a good faith determination that the amount of commission is reasonable in relation to the value of the products and services received, the broker's execution ability, and other factors.

Numeric may at times participate in “give-ups” for certain OTC derivatives.

Delegation to Affiliates
Numeric may delegate certain of its order handling and execution responsibilities to affiliates. In doing so, Numeric believes that such delegation is consistent with its obligations and will review execution quality received by the respective affiliate as part of their overall execution measurements to confirm such engagement continues to meet Numeric’s obligations. Numeric’s affiliates may also delegate order handling and execution responsibilities to Numeric. 1. Research and Soft Dollar Benefits. Ongoing research and live data feeds are critical elements of Numeric’s investment management process. Accordingly, Numeric is a significant user of research and brokerage related products and services which assist Numeric in carrying out its investment decision making responsibilities. These services may include, but are not limited to, research, data feeds, and analytical software. Numeric adheres to Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in connection with its use of soft dollars. In some cases, Numeric acquires a product or service which also has non-research uses. In these cases, Numeric makes a reasonable allocation of the soft dollar cost of the product or service according to its use. That portion of the product or service which provides administrative or other non-research services is paid for by Numeric in hard dollars. During Numeric’s last fiscal year, services and products acquired with soft dollar commissions generally included the following, among other services and products: indices data, pricing data, equity research analysis, exchange data (e.g., Bloomberg), news services and trading/settlement software and fees.

Numeric may execute securities transactions with multiple executing brokers, including the prime brokers appointed for the Funds. Many of these brokers provide Numeric with access to proprietary research reports (such as standard investment research) which may be used for any or all accounts. This type of research is paid for in hard dollars by Numeric. Eligible soft dollar goods and services may be used for the benefit of accounts over which Numeric has investment discretion that did not participate in a particular trade, or for the benefit of an account or accounts that have not generated or do not generate soft dollar credits (i.e., do not pay the portion of the commission attributable to research and brokerage related services). Numeric reserves the right to charge such accounts a higher fee. Numeric also reserves the right to purchase (and from time to time purchases) research and brokerage related services with “hard dollars”.

Numeric may enter into commission sharing arrangements with brokers to facilitate payments for certain products and services as noted above. Commission sharing arrangements allow for a portion of brokerage execution commission to be allocated to third parties for allowable Section 28(e) products and services.

To the extent permitted, Products and/or Services obtained by Numeric may be used in servicing any or all of the clients advised by Numeric. In addition, some Products and/or Services may not necessarily be used in whole or in part by Numeric in managing the client that generated the commissions used to pay for such Products and/or Services. Numeric does not seek to allocate soft dollar benefits to clients in proportion to the soft dollar credits the clients generate. Furthermore, other clients may receive the benefit, including disproportionate benefits, economies of scale or price discounts in connection with Products and/or Services that may be provided to a client.

Numeric may share products and/or services obtained with commissions generated by trades made by Numeric clients with certain of its affiliates to be used in servicing such affiliate’s clients. Numeric may also receive products and/or services obtained with commissions generated by trades of such affiliate’s clients that it will use in servicing its clients. Soft dollar arrangements present a potential conflict of interest. When soft dollar arrangements are not used, research and brokerage services generally are treated as a direct expense of the investment adviser. When soft dollar arrangements are used, such services are paid for with commissions on client transactions. As a result an investment adviser may have an incentive to select or recommend a broker-dealer based on its interest in receiving certain products or services, rather than on the client’s interest in receiving most favorable execution. To mitigate this potential conflict, Numeric actively manages its soft dollar budget to ensure compliance with Section 28(e) of the Exchange Act and to ensure that the overall expenditures are reasonable in relation to Numeric’s business. 2. Brokerage for Client Referrals. Numeric does not consider capital introduction and marketing assistance with respect to investors in the Funds when selecting or recommending broker- dealers for the Funds. However, Numeric’s affiliate, MII may be invited to capital introduction events as a result of the relationship Numeric and its affiliates have with such broker dealers. 3. Directed Brokerage. Numeric does not accept client-directed brokerage (“Directed Brokerage”). Notwithstanding the foregoing, Numeric is able to accommodate clients with limited restrictions on their ability to trade with certain brokers (e.g., affiliates, fiduciaries or other brokers due to legal or regulatory considerations). However, it should be understood that such arrangements could result in trading that is less frequent and investment performance that is different, and potentially lower than, that of other accounts in the same strategy. Directed Brokerage can result in a client paying higher costs than would be the case if Numeric were able to select brokers freely. Directed Brokerage in many cases would limit Numeric’s ability to negotiate commissions for all clients and its ability to aggregate orders, resulting in an inability to obtain volume discounts or best execution for the client in some transactions. Where Numeric provides non-discretionary investment advice to a client, the client shall, at its discretion, direct brokerage for the implementation of such advice.
B. Trade Aggregation and Allocation

Numeric may, but is not required to, aggregate orders for its clients and other accounts (including the Funds or clients or accounts advised by affiliates) if, in Numeric’s reasonable judgment, such aggregation is in the best interest of the participating accounts. Numeric has established policies and procedures for the aggregation and allocation of trades for its clients. As a general principle, Numeric seeks to allocate trading and investment opportunities among all accounts in a manner it deems equitable over time. However, there can be no assurance that any Separate Account client or Fund will participate in any particular trade or investment opportunity on an equal or pro rata basis with other clients. The Trade Aggregation and Allocation policies and procedures set forth the conditions that determine how Numeric will aggregate and/or allocate a given investment opportunity or trade among clients, including without limitation conditions relating to Investment Company Act restrictions on trade aggregation (as applicable), the establishment of a trading threshold (i.e., a percentage of predicted average daily trading volume of a security), the principles and exceptions to the policy and procedures, and compliance review of the policies and procedures.
C. Trade Error Policy and System Events Policy
In the event that Numeric experiences an error with respect to trades made on behalf of clients, a formalized process is in place for the resolution of such errors. Numeric will correct such error in accordance with its policies and procedures. If Numeric, in its sole discretion determines that a client should be reimbursed as a result of a trade error caused by Numeric, interest will generally not be paid on such losses. The systematic approach to the investment strategies utilized by Numeric harnesses complex econometric and statistical theories, research and modeling which may result in a System Event. Numeric will correct such System Event in accordance with its policies and procedures. Any losses or gains arising from a System Event shall be borne by the applicable Separate Account or Fund unless otherwise determined by Numeric. please register to get more info

A. Frequency and Nature of Review of Client Accounts or Financial Plans

Ordinarily, the portfolios managed by Numeric on behalf of Funds and Separate Account clients are reviewed against Numeric’s quantitative models and against client investment objectives and risk constraints every day before the market opens by portfolio managers for the appropriate investment strategy (the “Portfolio Management Team”). In addition, corporate and earnings news is received and interpreted as it happens during the day to identify specific securities whose model scores may change enough to elicit a trade. A member of the Portfolio Management Team reviews final model scores from the firm’s quantitative models in order to determine that the inputs are accurate and the models were run correctly. All portfolios managed on behalf of Funds and Separate Accounts undergo the same review by the Portfolio Management Team.

In addition to the reviews performed by the Portfolio Management Team, Compliance reviews portfolios for adherence with Fund and Separate Account client guidelines on a daily basis. A member of the Portfolio Management Team is responsible for entering new client guidelines and restrictions into the model for each portfolio, which is integrated into our order management system. In addition to the controls embedded in each model, compliance with client guidelines and restrictions is monitored using automated monitoring software. In both instances, reports are generated daily and any discrepancies are reconciled by Compliance. All guideline exceptions are sent to the Portfolio Managers.
B. Factors Prompting Review of Client Accounts Other than a Periodic
Review
A review of a client account may be triggered by changes in market conditions; change of security positions; changes in investment objectives or policies; capital inflows/outflows; and other reasons.
C. Content and Frequency of Account Reports to Clients
Most Separate Account clients receive performance and valuation reports each month with their portfolio’s return and value for the preceding month. In some cases, preliminary returns are provided to Separate Account clients. At the end of each quarter, such Separate Account clients receive a letter showing portfolio returns versus their benchmark’s returns. In such letters, the portfolio’s holdings may be compared with the benchmark’s concentrations in each market sector.

Investors in each Private Fund receive, on a monthly basis, an unaudited calculation of the performance return earned by the Private Fund’s portfolio during the quarter. These investors also receive audited financial information from the Private Fund on an annual basis.

All assets in the Private Fund and Separate Account client portfolios are maintained with prime brokers, broker-dealers, banks or other qualified custodians. Numeric’s Separate Account clients are responsible for the selection and appointment of their own qualified custodians. Numeric forms a reasonable basis for belief, after due inquiry, that the custodian is obligated to send to its Separate Account client an account statement, at least quarterly, identifying the amount of funds and of each security in the account at the end of the period and setting forth all transactions in the account during that period. Some Separate Account clients request that, in addition to the statements they receive from their qualified custodians, Numeric separately provide account statements. When doing so, Numeric urges such clients to compare the account statements they receive from their qualified custodians with the statements they receive from Numeric.

Investors in Mutual Funds are entitled to receive, on a semi-annual basis, a report to shareholders containing information required by the Investment Company Act, including audited financial statements at least annually. The Investment Company Act also requires that a Mutual Fund’s assets be maintained with a qualified custodian that is subject to board review and approval.

While all investors generally receive similar information, to the extent an investor requests information (that other investors have not received), which is in addition to information provided in a Private Fund's regular reports to investors, such information may provide such investor with greater insight into the Private Fund's activities. This may enhance such investor's ability to make investment decisions with respect to a Private Fund and possibly affect such investor's decision to request redemption from such Private Fund. Affiliated investment advisers that invest in Numeric Private Funds will receive information with greater transparency on such Private Fund that may not otherwise be made available to other investors. please register to get more info

A. Economic Benefits for Providing Services to Clients
Numeric does not receive economic benefits from non-clients for providing investment advice and other advisory services.
B. Compensation to Non-Supervised Persons for Client Referrals
Numeric and/or its affiliates may from time to time utilize third-party placement agents or solicitors that receive compensation, which may be borne either by Numeric or its affiliates or by the investor or client, for referring the client to Numeric or investors to the Private Funds. Compensation may be in the form of a percentage of management fees or performance fees, a flat fee or as otherwise agreed. Numeric or its affiliates may benefit from the arrangements where clients are referred directly to it and/or investors are referred directly to a Private Fund, since the management fees are generally based upon a percentage of such client's assets under management. Thus the more assets Numeric or its affiliates has under management, the higher the management fee income. If applicable, any such arrangement with a third-party solicitor will comply with Rule 206(4)-3 under the Advisers Act.

MII, a U.S. based affiliate of Numeric, acts as a solicitor for Separate Accounts and the selling agent and/or investor servicing agent for certain Private Funds in the U.S. Numeric may pay a portion of its fees to MII for its services. MII may receive a percentage of a Private Fund’s management fee to act as selling agent and/or investor service agent. In addition, MII has entered into agreements with other broker-dealers and certain financial advisers to solicit interests in Private Funds and/or to provide ongoing investor services and account maintenance services to investors. Each such broker- dealer and financial adviser generally receives compensation based on the aggregate value of outstanding interests held by investors that receive services from such persons, fixed amounts or other agreed upon compensation. Such compensation generally will be paid by MII from the fees that it receives from a Private Fund or Numeric.

Numeric has also entered into a distribution agreement with MIAG and certain other Man Group plc companies, as listed in the Global Distribution agreement, as amended from time to time. These affiliated companies act as solicitors for Separate Accounts and the selling agent and/or investor servicing agent for certain Private Funds and affiliated Sub-Advised Funds outside of the U.S. please register to get more info

All of the Funds’ and Separate Account clients’ funds and securities are held by qualified custodians. Investors in the Private Funds receive the applicable Private Fund’s annual financial statements audited by an independent public accounting firm. Separate Account clients will typically receive at least quarterly statements from the broker-dealer, bank or other qualified custodian that holds and maintains client’s investment assets. Numeric urges clients to carefully review such reports or statements and, in the case of Private Fund investors and Separate Account clients, to compare such official custodial records to any account statements provided by Numeric. Numeric’s statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. With regards to the Private Funds, Numeric is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). In accordance with the Custody Rule, each Private Fund is 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 the audit is subsequently distributed to all investors within 120 days of the end of its fiscal year. Numeric generally does not have custody of the assets held by Separate Accounts. To the extent Numeric is deemed to have custody of a Separate Account’s assets, Numeric will comply with the Custody Rule. please register to get more info

Numeric usually receives discretionary authority from the Separate Account client at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account.

Numeric exercises discretion in managing the investments of each Private Fund, based on the Private Fund’s applicable investment objectives, policies and strategies set forth in its governing documents.

Investment guidelines and restrictions are agreed to between Numeric and the client. Where permitted under governing Fund documents, Numeric may apply restrictions to a Private Fund or affiliated Sub-Advised Fund at the request of an investor. In addition, Numeric may apply certain restrictions across multiple Separate Accounts and/or Funds if Numeric determines, at its discretion, that the efficiencies achieved are in the best interest of the portfolios.

Numeric is committed to responsible investing, including a focus on understanding how ESG factors may influence performance, generate alpha, and/or mitigate risk in client portfolios. As a fiduciary, Numeric generally looks at the entire investment universe to identify attractive securities. Where applicable, Numeric expects responsible investing insights to be a component of the research processes that are used to arrive at investment decisions. please register to get more info

A. Proxy Voting
Numeric has adopted policies and procedures to ensure that any proxy voted on behalf of its clients is voted in a manner which is in the best interests of such clients. Proxies may be voted for clients at Numeric’s discretion, where Numeric has been specifically instructed by a client to vote proxies or where Numeric is required to vote a proxy for a client (each a “Proxy Client”). In such cases, proxies will be evaluated and voted in the best interest of the relevant Proxy Client(s) with the goal of increasing the overall economic value of the investment. It should be noted that there may be times whereby Portfolio Managers invest in the same securities/assets while managing different investment strategies and/or client accounts; accordingly, it may be appropriate in certain cases that such securities/assets are voted differently across different investment strategies and/or client accounts, based on their respective investment thesis and other portfolio considerations. Numeric will only vote proxies on securities currently held by clients. Proxies received for securities that are loaned will generally not be voted.

Numeric will endeavor to identify material conflicts of interest, if any, which may arise between Numeric and one or more issuers of clients’ portfolio securities, with respect to votes proposed by and/or affecting such issuer(s), in order to ensure that all votes are voted in the overall best interest of clients. Numeric has established a Stewardship and Active Ownership Committee to be responsible for among other functions resolving proxy voting issues when deemed necessary; making proxy voting decisions where a material conflict of interest may exist; monitoring compliance with the Global Proxy Voting Policy; and setting new and/or modifying existing policy.

In the case of ERISA Separate Account clients, if the Investment Management Agreement reserves to the ERISA client the authority to vote proxies when Numeric determines it has a material conflict that affects its best judgment as an ERISA fiduciary, Numeric will give the ERISA client the opportunity to vote the proxies themselves, or special ERISA proxy voting procedures must provide for a pre-determined voting policy that eliminates the discretion of Numeric when voting proxies if such a conflict exists.

Numeric has appointed, and will appoint from time to time, one or more proxy voting service companies, to provide it with proxy voting services for certain Proxy Clients. Where applicable, Numeric will generally vote proxies for the relevant Proxy Clients in accordance with the relevant proxy voting service company’s proxy voting guidelines, unless otherwise specifically instructed to vote otherwise by the Proxy Client.

The proxy voting service company’s guidelines generally provide that (i) when the view of the company’s management is favorable, Numeric will generally support current management initiatives with exceptions as noted below and (ii) when the view is that changes to the management structure would probably increase shareholder value, Numeric will not necessarily support current management initiatives. Exceptions in supporting current management initiatives may include:
• Where there is a clear conflict between management and shareholder interests, the Proxy Voting Guidelines may call to elect to vote against management.
• In general, the Proxy Voting Guidelines will call to oppose proposals that act to entrench management.
• In some instances, even though Numeric may support management, there may be corporate governance issues that, in spite of management objections, Numeric believes should be subject to shareholder approval. Furthermore, with respect to certain proxy issues including, but not limited to, option re-pricing and the terms and conditions of members of the Board of Directors, Numeric may choose to vote on a case-by-case basis, which may be different from the recommendations set forth in relevant proxy voting guidelines. Nevertheless, in voting proxies, Numeric will take into account what is the overall best economic interest of its Proxy Clients. Numeric will maintain documentation memorializing the decision to vote a proxy in a manner different from what is stated in the relevant proxy voting guidelines.

Numeric may abstain from voting a proxy when it is determined that the cost of voting the proxy exceeds the expected benefit to the client. Documentation will be maintained of all proxies that are not voted for Proxy Clients and the reasons therefor where Numeric has been instructed by the Proxy Client to vote.

Clients may contact a member of Numeric’s Client Service Group via e-mail: ClientService- NI@numeric.com or via telephone at: (617) 897-7800, in order to obtain information on how Numeric voted such client’s proxies, and to request a copy of these policies and procedures.

B. Class Actions and Securities Litigation
Where possible and practical, Numeric will generally participate in class actions on behalf of the Private Funds. Where practical and possible, Numeric will generally participate in class actions on behalf of Separate Accounts unless specifically instructed not to participate by a Separate Account client. Numeric utilizes the services of a third party class actions service provider to file claims and participate in class action settlements. Only current Private Fund investors will receive any proceeds received from class action recoveries. Investors that have fully redeemed will not receive any class action proceeds.

Numeric may from time to time receive notification of and/or determine to engage or participate in litigation regarding investments held in client accounts. Numeric may participate in those lawsuits where Numeric has made the determination that the potential benefit to its client(s) outweighs the costs of participation in the litigation. Any monies recovered as a result of any such litigation will be allocated on a pro rata or other appropriate basis to the client account(s) which hold/held the investment at issue. Numeric will not be responsible for reimbursing any client(s) or investor(s) who may have been invested during the period that is the subject of any litigation but had redeemed or withdrawn such investment prior to such a recovery. Numeric may consider the amount of proceeds prior to distribution and may not distribute a de minimis amount. please register to get more info

Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about Numeric’s financial condition. Numeric has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding. please register to get more info