ADVISORY BUSINESS
Third Point LLC (“Registrant”, “Third Point”, “we”, “Investment Manager”, or “Adviser”) is a Delaware limited liability company established in 1995. Registrant’s principal owner is Daniel S. Loeb. Registrant is registered with the SEC. Third Point provides discretionary investment advisory services to a variety of domestic and offshore private investment vehicles that trade our primary strategy, including a fund of funds vehicle that invests nearly all of its investible capital in such private investment vehicles (each a “Hedge Fund” and collectively, the “Hedge Funds”), a single private equity-style fund (the “Greek Fund”, and collectively with the Hedge Funds, the “Funds”), several special purpose vehicles, and two separately-managed institutional accounts (“Separately Managed Accounts” and collectively with the Funds, each an “Account” and collectively, the “Accounts”). We pursue an event- driven, value-oriented strategy that spans across a broad range of industries, geographies and asset classes. For all but the Greek Fund, we employ one strategy for all of our Funds but modify the strategy for certain Accounts to comply with account guidelines. We manage approximately $14 billion on a discretionary basis as of December 31, 2018. please register to get more info

FEES AND COMPENSATION
Fees
For the Hedge Funds, we typically receive an annual management fee of between 1.0 and 2.0% on assets under management depending on the Hedge Fund and share class. For one Hedge Fund, we may receive more than 2% depending on the ratio of its leverage relative to that of another Hedge Fund. In that instance, the management fee is equal to the applicable annual management fee rate (which may be 2.0%, depending on the share class) multiplied by the net assets of the Hedge Fund, multiplied in turn by the ratio of the Hedge Fund’s leverage relative to that of the other Hedge Fund. Management fees are payable either monthly or quarterly in advance depending on the Hedge Fund. We also typically receive an annual performance allocation equal to 20% of the net realized and unrealized appreciation in the net asset value of each series of shares (in the case of a limited partnership interest, net capital appreciation of a capital account) in the respective Hedge Funds. Investors in the Hedge Funds may withdraw/redeem their interests or shares in whole or in part from the applicable Hedge Fund in accordance with the withdrawal/redemption terms of the relevant offering documents (“PPM”). Certain of the share classes are subject to a one year “soft” lock (which may be automatically renewing for a certain share class) with a 5% withdrawal/redemption charge. If an investor withdraws/redeems its investment, any unearned fees paid in advance will be refunded in an amount prorated from the date of termination to the end of the relevant period in which the termination date falls. For the Greek Fund, we receive an incentive fee of between 20 and 25% with a hurdle rate of 10 and 30%. Investors in the Greek Fund may not withdraw/redeem their interests. The Adviser may offer other products, including co-investment opportunities alongside the Hedge Funds, to third parties selected by the Adviser in its sole discretion, including, without limitation, certain existing investors of the Funds and/or Separately Managed Accounts. Co-investment opportunities may be made available through limited partnerships, limited liability companies or other special-purpose entities formed to make such investments. Fees for such co-investment opportunities have been lower than the fees for the Hedge Funds. See Item 11 for information regarding the allocation of trades and investment opportunities among the Accounts. The General Partner may, in its sole discretion, reduce, waive or calculate differently the Management Fee with respect to any partner, member or employee of the Investment Manager, the General Partner or their affiliates, such person’s family members and trusts or other entities established for the benefit of such person or his or her family members (each, a “Related Investor”). This may be effected by offering a new share class, tranche of Interests, a rebate of the Management Fee or some other permissible means. Expenses Each Account will incur substantial fees and expenses whether or not any profits are realized. Each Account will directly bear the costs directly relating to its ongoing existence and investment process, except as set forth below, and some Accounts will indirectly, through their interest in a master fund, pay their share of master fund expenses. Costs which will be borne by each Account include, as applicable, but are not limited to: Investment and Trading  trade support services including, but not limited to, pre- and post-trade support software and related support services;  research (including computer, newswire, quotation services, publications, periodicals, subscriptions, data base services and data processing that are directly related to research activities on behalf of each Account) and consulting, advisory, expert, investment banking, finders and other professional fees relating to investments or contemplated investments, whether charged as fixed fees (such as retainers) and/or performance-based fees and allocations, in the form of cash, options, warrants, stock, stock appreciation rights or otherwise and irrespective of whether (i) there is a contractual obligation to pay such fees or (ii) such third parties are engaged by each Account and/or its affiliates in a dedicated or exclusive capacity; provided that each Account will not bear the costs of any third party who may be retained to provide trade idea generation to the Investment Manager or each Account on an ongoing basis;  risk analysis and risk reporting by third parties and risk-related and consulting services;  fees of providers of specialized data and/or analysis related to companies, sectors or asset classes in which each Account has made or intends to make an investment;  transactional expenses, including fees or costs related to due diligence, investigation and negotiation of potential investments, whether or not such investments are consummated; and  brokerage commissions and services and similar expenses necessary for each Account to receive, buy, sell, exchange, trade and otherwise deal in and with securities and other property of each Account (including expenses relating to spreads, short dividends, negative rebates, financing charges and currency hedging costs). For the avoidance of doubt, each Account will bear any costs (including legal costs) associated with contemplated or actual proxy solicitation contests, the preparation of any letters with respect to plans and proposals regarding the management, ownership and capital structure of any portfolio company (and related anti-trust or other regulatory filings) by the Investment Manager in connection with each Account’s investments, any compensation paid to individuals considered for nomination, nominated and/or appointed, at each Account’s request, to the board of a portfolio company (including any compensation paid in relation to serving in such capacity) and any related expenses (such as all costs incurred in connection with recruiting directors to serve on the board of a portfolio company, proxy solicitors, public relations experts, costs associated with “white papers,” lobbying organizations to the extent reasonably determined by the Investment Manager to be employed in connection with investments or prospective investments of each Account and public presentations). Legal and Compliance  legal fees and related expenses incurred in connection with Account investments or contemplated potential investments or the ongoing existence of each Account, including legal costs and related expenses of (i) covered persons (such as indemnification and advances on account of indemnification) that may be payable by each Account pursuant to any indemnification obligations of each Account or (ii) any threatened or actual litigation involving each Account, which may include monetary damages, fees, fines and other sanctions, whether as a result of such regulatory authorities or such commercial interests prevailing, or the Investment Manager determining to settle such threatened or actual litigation;  legal and compliance third-party fees and expenses allocated to each Account to the extent the Investment Manager has reasonably determined that such services are related to, or otherwise benefiting, the organizational, operational, investment or trading activities of each Account including, without limitation, filing and registration fees and expenses (e.g., expenses associated with regulatory filings, audits and inquiries with the Securities and Exchange Commission (as they relate to the offering of shares or interests as well as to assets and liabilities of each Account), the U.S. Commodity Futures Trading Commission, the Federal Trade Commission and other regulatory authorities including foreign regulatory authorities, and any other filings made in connection with or that otherwise relate to or are incidental to each Account’s organization (including the offering of shares or interests), administration, investments and operations, including Form PF, but excluding the preparation of Form ADV and other expenses determined by the Investment Manager to be primarily related to other filings to be made, as well as the establishment, implementation and maintenance of internal policies and procedures of the Investment Manager that are intended to facilitate the Investment Manager’s compliance with respect to its “own” compliance obligations not directly related to any services provided to its clients (for instance, the Investment Manager’s obligation to maintain registration with the SEC or to maintain records such as those specified in Rule 204-2(a) under the Advisers Act are its “own” obligations; but its obligations relating to, without limitation, research, trading, investments and monitoring of investments are not he Investment Manager’s “own” obligations), as opposed to the compliance obligations of each Account); Organizational and Operational  80% of the cost of any insurance premiums (other than wrongful employment practices insurance, premises liability insurance and insurance covering similar risks (e.g., covering liabilities of the Investment Manager in its capacity as an employer or landlord/tenant)) including the cost of any insurance covering the potential liabilities of each Account, the Investment Manager, its affiliates or any agent or employee of each Account, as well as the potential liabilities of any individual serving at the request of each Account as a director of a portfolio company (such as directors’ and officers’ liability or other similar insurance policies and errors and omissions insurance or other similar insurance policies) (for purposes of utmost clarity, any deductibles or retentions pursuant to such insurance policies are liabilities to be borne in accordance with each Account’s indemnification obligations);  third-party valuation services (including fees of pricing, data and exchange services and financial modeling services), fund accounting, auditing and tax preparation (including tax filing fees, the cost of passive foreign investment company reporting, any expenses incurred in order to satisfy tax reporting requirements in an investor’s jurisdiction (if applicable) and other professional services and advisors) and expenses related to complying with FATCA;  Management Fees;  the cost of the continuous offering of interests in Accounts, as applicable, including the cost of updating each Accounts’ offering documents and other relevant documents, the negotiation of side letters and any related costs and legal and regulatory expenses associated with such offerings (e.g., “blue sky” filings and expenses related to the offering and sale of interests in compliance with the Directive 2011/61/EU on Alternative Investment Fund Managers);  expenses related to the maintenance of each Account’s registered office and corporate licensing;  consultant and other personnel expenses of companies and non-U.S. offices formed for the purpose of facilitating and/or holding investments by any Account (“Facilitation Expenses”);  costs and expenses related to acquisition, installation, servicing of, and consulting with respect to, order, trade, and commission management products and services (including, without limitation, risk management and trading software or database packages);  fees of the Administrator;  fees of the Unaffiliated Consultation Committee (as defined in the PPM of certain Hedge Funds), as applicable;  interest costs and taxes (including entity-level taxes and governmental fees or other charges payable by or with respect to or levied against each Account, its investments, or to federal, state or other governmental agencies, domestic or foreign, including real estate, stamp or other transfer taxes and transfer, capital and other taxes, duties and costs incurred in connection with the making of investments by each Account in a portfolio);  custodian and transfer agency services (including the costs, fees and expenses associated with the opening, maintaining and closing of bank accounts, custodial accounts and accounts with brokers on behalf of each Account (including the customary fees and charges applicable to transactions in such broker accounts));  wind-up and liquidation expenses; and  other similar expenses related to each Account. Any description of the expenses that each Account may bear is not exhaustive. When allocating expenses, the Investment Manager must first determine whether such expenses are each Account’s “own” expenses (for example, because they fall within the categories noted above, are similar to such expenses or are extraordinary expenses of each Account) and therefore are to be borne by each Account or whether such expenses are expenses of the Investment Manager to be borne by the Investment Manager. These determinations will necessarily be subjective and may give rise to conflicts of interest between the interests of an Account and the interests of the Investment Manager, who might otherwise bear such expenses. Subject to certain exceptions such as tax or similar restrictions, all investment-related expenses will generally be shared by each Account pro rata to their participation (or expected participation) in that investment, while other covered expenses will generally be borne pro rata by each Account based on their relative net asset value. Certain expenses reasonably deemed attributable only to particular Interests will generally be allocated to such Interests and similarly, certain expenses reasonably deemed attributable only to an Account(s) will be allocated to the Account(s) as applicable. However, if such allocation of expenses would result in an outcome that the Investment Manager considers not to be fair or equitable, the Investment Manager may allocate expenses among applicable Accounts in a manner it determines to be fair and equitable. We engage the services of an independent third party to assist with identifying potential class action recoveries. The service provider is compensated based on a percentage of the proceeds recovered from all Third Point class action filings. As a result, all participating Accounts bear the cost (i.e. receive a reduced amount of the class action proceeds) of the third-party class action recovery services. Third Point credits any class action settlement proceeds received to the Accounts. For the avoidance of doubt, the Investment Manager is responsible for, and each Account, as applicable, shall not pay, travel expenses of its principals and employees (other than Facilitation Expenses as described above). In addition, for the avoidance of doubt, the Investment Manager is responsible for its own overhead expenses, including salaries, benefits, rent, information technology (other than as described in the previous paragraphs), bonuses and other overhead. please register to get more info

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
A description of the fees charged by Adviser is provided above in Item 5. Compensation arrangements may create an incentive for the Investment Manager to make investments on behalf of the Accounts that are riskier or more speculative than would be the case if such arrangement was not in effect. In addition, because the performance compensation is generally calculated on a basis that includes unrealized appreciation of the Accounts’ assets, it may be greater than if such compensation were based solely on realized gains. We serve primarily as an investment adviser to the Accounts and are not actively seeking other new non-Fund accounts. However, we reserve the right to allow an investor who meets certain criteria to open a separately managed account which may have different and, possibly more favorable, terms regarding, among other things, transparency and liquidity than those of the Accounts. Each Account imposes minimum investment limits upon investors in the Accounts that can be waived in certain circumstances as set forth in each Account’s Offering Documents. We receive part of our compensation from the Accounts we advise in the form of performance allocations which are calculated as a percentage of certain net capital appreciation during a period (subject to high watermarks), and allocated at the end of each fiscal year of the relevant Account. We have a fiduciary duty to our clients not to favor the account of one client over that of another, without regard to the types and amounts of fees paid by those accounts. In light of this, we have allocation and other policies and procedures in place to ensure that accounts are treated fairly. We seek to allocate investments among funds with similar strategies on a pro rata basis. please register to get more info

TYPES OF CLIENTS
Investors in the Accounts we manage typically include corporate and public pensions, sovereign wealth funds, endowments, foundations, fund of funds, high net worth individuals, including a substantial amount of permanent capital via a closed-end feeder fund (LSE:TPOU), a Bermuda-based reinsurance affiliate (NYSE:TPRE), and employee assets (such investors in the Accounts, the “Investors”). please register to get more info

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
The following discussion relates in its entirety to the Hedge Funds, and only in part to the Greek Fund,
Special Purpose Vehicles, and Separately Managed Accounts whose strategy are different from our
primary strategy. Please refer to each Fund’s PPM or other Account offering memorandums for a
more detailed discussion of investment strategy and related risks.
An investment in an Account will involve a high degree of risk, including the risk of loss of the entire amount invested. The Accounts’ investment program may utilize certain investment techniques and strategies, including leverage and short sales, and may purchase certain types of securities, such as derivatives, futures, swaps, options, mortgage-backed and other asset-backed securities or other financial instruments, which can, in certain circumstances, substantially increase the adverse impact to which the Accounts may be subject. There is no assurance that the Accounts’ investment objective will be achieved, and results may vary substantially over time. (References to securities herein refer to any and all types of financial instruments, unless the context suggests otherwise.) The following risk factors are not exhaustive and there may be additional risks that may negatively and materially affect the performance of the Accounts. The risks set forth herein with respect to the Accounts are also applicable to the master fund of such Account, as applicable, and to any special purpose vehicles formed to facilitate such master fund’s (and hence, indirectly, such Account’s) investments.
Business Risks
Overall Investment Risk. All investments involve the risk of loss of capital. The securities to be purchased and traded by the Accounts will be speculative in nature, and the markets in which the Accounts will transact will be highly competitive. Changes in general domestic and international economic and political situations and conditions, including fluctuations in interest rates, the availability of credit, recession and other factors may adversely affect the Accounts’ investments. The investment horizon, and consequently the duration, of many of the Accounts’ investments may be longer than the shareholding period of Investors. Consequently, Investors withdrawing/redeeming their Interests may not benefit from potential value embodied in the investments held by each Account at the time of their withdrawal/redemption. The investment techniques and strategies to be employed by the Investment Manager in an effort to meet each Account’s investment objective may increase this risk. There can be no assurance the Investment Manager’s techniques and strategies will be successful, or that the Accounts will not incur losses, which could be meaningful. Accordingly, any investment should be made only after consulting with independent, qualified sources of investment, legal, tax, accounting and other advice. Flexible Investment Approach. The Investment Manager has broad and unfettered investment authority, and may trade in any type of security, issuer or group of related issuers, country, region and sector that it believes will help each Account achieve its investment objective. Additionally, the strategies that the Investment Manager may pursue for each Account are not limited to the strategies described herein; furthermore, such strategies may change and evolve materially over time. The Investment Manager has broad latitude with respect to the management of each Account’s risk parameters. Each Account is subject neither to any hard limits regarding diversification of investments nor to formal leverage policies limiting the leverage to be used by each Account. The Investment Manager will opportunistically implement whatever strategies, risk management techniques and discretionary approaches, as well as such other investment tactics, as it believes from time to time may be suited to prevailing market conditions. The Investment Manager may use such leverage, position size, duration and other portfolio management techniques as it believes are appropriate for each Account. Investors must recognize that by investing in each Account, they are placing their capital indirectly under the discretionary management of the Investment Manager and authorizing the Investment Manager indirectly to trade for each Account using whatever strategies in such manner as the Investment Manager may determine. Any of these new investment strategies, techniques, discretionary approaches and investment tactics may not be thoroughly tested before being employed and may have operational or other shortcomings which could result in unsuccessful investments and, ultimately, losses to each Account. In addition, any new investment strategy, technique and tactic developed by each Account may be more speculative than earlier investment strategies, techniques and tactics and may involve material and as-yet- unanticipated risks that could increase the overall risk associated with an investment in each Account. While Investors will receive monthly reports and quarterly letters describing certain characteristics of each Account’s portfolio (but which may exclude certain information, including confidential or proprietary information), Investors generally will not be notified of any changes in the Investment Manager’s strategies, techniques, discretionary approach and tactics. There can be no assurance that the Investment Manager will be successful in applying its approach and there is material risk that an Investor may suffer significant impairment or total loss of its capital. Macro Strategy. Each Account’s macro investing will consist primarily of investing in global fixed income, currency, commodities and equity markets, and their related derivatives, in order to exploit fundamental, economic, financial and political imbalances that may exist in and among markets throughout the world. The success of the Investment Manager’s macro investing depends on the Investment Manager’s ability to identify and exploit such perceived imbalances. Identification and exploitation of such imbalances involves significant uncertainties. There can be no assurance that the Investment Manager will be able to locate investment opportunities or to exploit such imbalances. In the event that the theses underlying each Account’s positions fail to be borne out in developments expected by the Investment Manager, each Account may incur losses, which could be substantial. Distressed Securities. The Accounts may purchase securities and other obligations of companies that are in weak financial condition, experiencing poor operating results, having substantial financial needs or negative net worth or facing special competitive or product obsolescence issues or that are involved in bankruptcy or reorganization proceedings, liquidation or other corporate restructuring. Although such purchases may result in significant returns, they involve a substantial degree of risk that can result in substantial or total losses and may not show any return for a considerable period of time (if at all). In fact, many of these securities and investments ordinarily remain unpaid unless and until the company reorganizes and/or emerges from bankruptcy proceedings, and as a result may have to be held for an extended period of time. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial distress is unusually high. Among the problems involved in assessing and making investments in troubled issuers is the fact that it frequently may be difficult to obtain information as to the condition of such issuer. These types of investments require active monitoring and may, at times, require participation in bankruptcy or reorganization proceedings by the Accounts and/or the Investment Manager. To the extent that such proceedings arise, the Accounts may have a more active participation in the affairs of the issuer than that assumed generally by an investor. In addition, participation in such proceedings may restrict or limit each Account’s ability to trade certain securities. There is no assurance that the Investment Manager will correctly evaluate the nature and magnitude of the various factors that could affect the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company in which each Account invests, each Account may lose its entire investment or may be required to accept cash or securities with a value less than each Account’s original investment. The market prices of the securities of such issuers are also subject to abrupt and erratic market movements and above average price volatility, and the spread between the bid and asked prices of such securities may be greater than normally expected. It may take a number of years for the market prices of such securities to reflect their intrinsic values. In addition, it is anticipated that some of such securities in the portfolio of each Account may not be widely traded, and that each Account’s position in such securities may be substantial in relation to the market for such securities. Fixed Income Securities Generally. The Accounts may invest in fixed income securities. Investment in these securities may offer opportunities for income and capital appreciation, and may also be used for temporary defensive purposes and to maintain liquidity. Fixed income securities are obligations of the issuer to make payments of principal and/or interest on future dates, and include, among other securities: bank debt, bonds, notes, and debentures issued by corporations; debt securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities or by a non-U.S. government or one of its agencies or instrumentalities; municipal securities; and mortgage-backed and other asset-backed securities. These securities may pay fixed, variable, or floating rates of interest, and may include zero coupon obligations. Fixed income securities are subject to the risk of the issuer’s or a guarantor’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to factors such as interest rate sensitivity, market perception of the creditworthiness of the issuer, general market liquidity (i.e., market risk), government interference, economic news, and investor sentiment. Each Account’s fixed income investments may be subject to early withdrawal/redemption features, refinancing options, pre-payment options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by each Account earlier than expected. This may happen when there is a decline in interest rates, or when a borrower’s performance allows the refinancing of certain classes of debt with lower cost debt. To the extent such early prepayments increase, they may have a material adverse effect on each Account’s investment objectives and the profits on capital invested in fixed income investments. As with other investments made by the Accounts, there may not be a liquid market for any of the debt instruments in which each Account invests, which may limit each Account’s ability to sell these debt instruments or to obtain the desired price. The Accounts may also purchase loans as participations from certain financial institutions and each Account may be subject to the credit risk of the selling financial institution as well as that of the underlying borrower. The Accounts may attempt to take advantage of undervalued fixed income securities or relative mispricings in disrupted credit markets. The identification of attractive investment opportunities in disrupted credit markets is difficult and involves a significant degree of uncertainty. During periods of “credit squeezes” or “flights to quality,” the market for fixed income investments can become substantially reduced. This poses a particular risk that leveraged credit instrument positions held by each Account may need to be sold at discounts to fair value in order to meet margin calls. At the same time, the dealers may correspondingly reduce the value of outstanding positions, resulting in additional margin calls as loan to value triggers are hit under prime brokerage and swap agreements. Corporate Bonds. The Accounts may invest in corporate bonds. Corporate bonds are subject to the risk of the issuer’s inability to meet principal and interest payments on the obligation 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. When interest rates decline, the value of each Account’s corporate bonds can be expected to rise, and when interest rates rise, the value of those securities can be expected to decline. Bonds with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities. Many such bonds are unsecured, which makes them less likely to be fully repaid in the event of a bankruptcy. High Yield Securities. The Accounts may invest in “high yield” debt and preferred securities which are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Securities in the lower rating categories are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominately speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with lower-rated securities, the yields and prices of such securities may tend to fluctuate more than those of higher-rated securities. The market for lower-rated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold and could result in the Accounts being unable to sell such securities for an extended period of time. In addition, adverse publicity and investor perceptions about lower rated securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such lower-rated securities. Companies that issue such securities are often highly leveraged and may not have available to them more traditional methods of financing. Minor economic downturns could disrupt severely the market for such securities and may have an adverse impact on the value of such securities. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default of such securities. Bank Loans. The Accounts may invest in loans and loan participations originated by banks and other financial institutions. These investments may include highly-leveraged loans to borrowers with below investment grade credit ratings. Such loans are typically private corporate secured loans that are negotiated by one or more commercial banks or financial institutions and syndicated among a group of commercial banks and financial institutions. In order to induce the lenders to extend credit and to offer a favorable interest rate, the borrower (whose equity may be publicly-traded) often provides the lenders with extensive information about its business that is not generally available to the public. To the extent that Third Point obtains such information and it is material and nonpublic, each Account may be unable to trade in the other securities of the borrower until the information is disclosed to the public or otherwise ceases to be material, nonpublic information. A failure by an Account to advance requested funds to a borrower could result in claims against an Account and in possible assertions of offsets against amounts previously lent. Depending on the way in which an Account acquires its interest in a bank loan, it may be exposed to credit risks of both the borrower and the institution which sold an Account its interest in the loan. Also, bank loan transfers typically require consent of the issuer and agent bank, so the settlement period is longer and creates increased credit and counterparty risk. Mortgage and Other Asset-Backed Securities. The Accounts may invest in mortgage-backed securities and other asset-backed securities, whose investment characteristics differ from corporate debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans or other assets generally may be prepaid at any time. Mortgage-backed securities and asset-backed securities may also be subject to call risk and extension risk. For example, because homeowners have the option to prepay their mortgages, the duration of a security backed by home mortgages can either shorten (i.e., call risk) or lengthen (i.e., extension risk). In general, if interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to increase. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to decrease. In either case, a change in the prepayment rate can result in losses to investors. If an Account purchases securities that are subordinated to other interests in the same mortgage pool, such Account may only receive payments after the pool’s obligations to other investors have been satisfied. Each Account may from time to time invest in structures commonly known as “Re- REMICS,” in which case it will purchase an interest in a trust that owns mortgage-backed securities. Re- REMICS issue senior and junior tranches and each Account usually buys the junior, subordinated tranche. An unexpectedly high rate of default on mortgages in the mortgage pools serving as collateral for each Account’s securities may limit substantially the applicable pool’s ability to make payments to each Account as a holder of securities, which may reduce the value of those securities or render them worthless. The residential mortgage market in the United States has experienced a variety of difficulties and changed economic conditions that may adversely affect the performance of the Accounts. Delinquencies, default and foreclosure rates with respect to residential mortgage loans remain high (compared to pre-crisis levels), and increases in delinquencies, defaults and foreclosures since 2006 have not been limited to sub- prime mortgage loans. A continued decline or an extended flattening of those values may result in additional increases in delinquencies and losses on residential mortgage loans, particularly with respect to second homes and investor properties and with respect to any residential mortgage loan, the aggregate loan amount of which (including any subordinate liens) is close to or greater than the related property value. Many states and localities have also experienced a significant increase in foreclosures. Foreclosure sales tend to depress home prices, thereby making it more difficult for borrowers to refinance and increasing the rate of defaults. In response to these circumstances, U.S. federal, state and local authorities have enacted and continue to propose new legislation, rules and regulations relating to the origination, servicing and treatment of mortgage loans in default or in bankruptcy. These initiatives could result in delayed or reduced returns on mortgage-backed securities. Changes in laws and other regulatory developments relating to mortgage loans may impact each Account’s investments in mortgage-backed securities in the future. Additionally, the exercise of foreclosure and other remedies may involve lengthy delays and additional legal and other related expenses on top of potentially declining property values. Furthermore, there may be circumstances where the Fund will own real estate property as part of a required foreclosure on, or receipt of a deed in lieu of foreclosure from, a defaulted borrower. If the Investment Manager decides to dispose of the property following such foreclosure or receipt of such deed in lieu of foreclosure, it may not be able to find a third-party buyer it deems suitable for such property for an indeterminate amount of time. In certain circumstances, the Fund may also become liable upon taking title to an asset for environmental or structural damage existing at the property. Finally, the holding and managing of real estate property is not part of the Fund’s investment strategy and the management and ultimate liquidation of these properties may detract from the Investment Manager’s ability to execute the Fund’s investment objectives. These circumstances may reduce returns and subject the Fund to unexpected legal and regulatory proceedings. In addition, numerous residential mortgage loan lenders that originated sub-prime mortgage loans are no longer operating or are otherwise unable to lend in significant amounts. Those difficulties have resulted in part from declining markets for mortgage loans, as well as from claims for repurchases of mortgage loans previously sold under provisions that require repurchase in the event of early payment defaults, or for material breaches of representations and warranties made on the mortgage loans, such as fraud claims. The risk of such defaults is generally higher in the case of mortgage pools that include “sub-prime” mortgages. Certain of the risks noted above in respect of mortgage-backed securities also apply to other types of asset-backed securities. Asset-backed securities secured by consumer loans may be subject to additional risks, including increased instances of nonperformance, which may result from over-leverage, the need for rehabilitation of the borrower or poor management by the related servicer. Modifications to nonperforming consumer loans may also adversely affect the performance of such securities as a result of principal or interest reductions on the underlying consumer loans. The secondary market for consumer loan asset-backed securities is limited, as is the market for the sale of consumer loans (whether performing or non-performing) in the event that any trustee of such securities attempts to sell the underlying collateral upon an event of default. Moreover, consumer loan origination may be subject to increasing regulation, which may result in substantial diminution of the market value of related asset-backed securities and the consumer loans themselves. A 2015 court decision regarding the application of usury laws to non-bank holders of consumer loans may also impact the market for securitized consumer loan products by making such products less profitable to non-bank holders, which could have an adverse effect on an Account’s investment in any consumer loan-backed asset-backed securities. An Account may also purchase consumer and other loans from an originator or other third party and “warehouse” such loans until it has, along with other Accounts, accumulated a critical mass sufficient to securitize. Each Account will assume the risk of market value and credit quality changes in such warehoused loans from the date such warehoused loans are acquired by such Account to the securitization date. There is a risk that an Account may not be able to accumulate sufficient loans for such securitization purposes, in which case such Account may be required to hold the related loans until maturity. In addition, asset-backed security warehouse facility structures continue to evolve, in part to address new regulatory concerns and in part to react to market preferences. In the event that the warehouse structure adopted by an Account in financing consumer loans becomes a disfavored or regulated structure, this could expose such Account to additional risk (e.g., the failure to syndicate or the increased expense of restructuring to comply with regulation). An Account may also purchase accounts receivable, and warehouse and/or securitize such accounts receivable. Such accounts receivable are subject to similar risks as those disclosed above for loans. In addition, in certain circumstances an Account may hold a participation interest in accounts receivable or a loan rather than the accounts or loans themselves. In such circumstances, the Accounts may not have the rights to enforce compliance by the account debtor or borrower, may not have the right to object to or vote on changes to the underlying credit documentation, and may not benefit from set-off rights or a senior claim in the bankruptcy of the underlying debtor or borrower. Further, participation interests are subject to comparatively greater liquidity and financing risks than the underlying accounts receivable or loans. An Account’s investments in mortgage and other asset-backed securities may expose it to additional risks arising out of the new “risk retention” rules applicable to such securitizations. Such rules are already in effect for residential mortgage-backed securities and for other asset-backed securities. Under these rules, sponsors of securitizations must retain at least 5% of the credit risk of the assets being securitized (via holding an eligible vertical interest, an eligible horizontal residual interest, or some combination of the two). While the Investment Manager has engaged advisors to structure its investments and intends its investments and structure to be compliant with these rules, they are new and untested. The final risk retention rules are silent with respect to the consequences of non-compliance. Whether or not intended, the SEC, the Federal Reserve, the Officer of Comptroller of the Currency or the Federal Deposit Insurance Corporation may determine that an Account or one of its affiliates is a sponsor of one or more of the securitizations in which an Account invests. Potential consequences of non-compliance could include civil monetary penalties, cease- and-desist orders, industry bans, or even rescission of contracts entered into in connection with the applicable securitization transaction, in which case the value of an Account’s investments in related securities may be reduced to zero. If any of these consequences or other enforcement methods available to the applicable agencies are applied to the sponsor of a securitization in which an Account invests, partial or complete losses on the related securities may result and adversely affect the performance of such Account. Investing in Emerging, Developing and Under-Developed Markets and Foreign Securities. Each Account’s investing in foreign securities may involve heightened risks in comparison to the risks of investing in domestic securities, including unfavorable changes in currency rates and exchange control regulations, reduced and less reliable information about issuers and markets, less stringent accounting standards, illiquidity of securities and markets, higher brokerage commissions, transfer taxes and custody fees, local economic or political instability and greater market risk in general. In particular, investing in securities of issuers located in emerging, developing and under-developed market countries involves additional risks, such as: (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty including war; (iii) higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity and smaller capitalization of securities markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations on repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (viii) increased likelihood of governmental involvement in and control over the economy; (ix) governmental decisions to cease support of economic reform programs or to impose centrally planned economy; (x) differences in auditing and financial reporting standards which may result in the unavailability of material information, and lack of reliable information, about issuers; (xi) lax regulation of the securities markets and inconsistent enforcement of existing regulations; (xii) less established tax laws and procedures; (xiii) additional taxes (for example, dividend and interest payments from, and capital gains in respect of, certain foreign securities may be subject to foreign taxes that may or may not be reclaimable); (xiv) longer settlement periods for securities transactions and less reliable clearance and custody arrangements; (xv) less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors; and (xvi) certain considerations regarding the maintenance of each Account securities and cash with non-U.S. brokers and securities depositories. Finally, many transactions in these markets are executed as a “total return swap” or other derivative transaction with a financial institution counterparty, and as a result each Account has counterparty credit risk with respect to such counterparty. Risk Arbitrage Transactions. Each Account may also engage in risk arbitrage transactions where it will purchase securities at prices slightly below the anticipated value of the cash, securities or other consideration to be paid or exchanged for such securities in a proposed merger, exchange offer, tender offer or other similar transaction. Such purchase price may be substantially in excess of the market price of the securities prior to the announcement of the merger, exchange offer, tender offer or other similar transaction. If the proposed merger, exchange offer, tender offer or other similar transaction later appears likely not to be consummated or in fact is not consummated or is delayed, the market price of the security purchased by an Account may decline sharply and result in losses to such Account. In certain transactions, the Accounts may not be “hedged” against market fluctuations. This can result in losses even if the proposed transaction is consummated. In addition, a security to be issued in a merger or exchange offer may be sold short by an Account in the expectation that the short position will be covered by delivery of such security when issued. If the merger or exchange offer is not consummated, an Account may be forced to cover its short position at a higher price than its short sale price, resulting in a loss. Thinly-Traded, Non-Publicly Traded and Illiquid Securities. Investments held by the Accounts may be thinly-traded or may lack a liquid trading market altogether, which may result in the inability of each Account to sell any such investment (or do so at desirable prices), or to close out a transaction (or do so at desirable prices) or to cover the short sale of an investment, thereby forcing the Accounts to incur potentially unlimited losses. Investments may be subject to limitations on resale. Limitations on resale may have an adverse effect on the marketability of portfolio investments and each Account might be unable to dispose of investments purchased in private placements or other illiquid securities promptly or at reasonable prices. Each Account might also have to register such restricted investments in order to dispose of them resulting in additional expense and delay. In such circumstances, Accounts may be subject to additional potential liabilities as a seller of such investments under a registration statement or similar document. Adverse market conditions could impede such a public offering of investments. Moreover, determining the fair value of thinly-traded, non-publicly traded and other illiquid investments is challenging and the values ascribed to such investments is likely to involve certain subjective assumptions. Finally, since the Accounts do not have a “side pocket” mechanism, if there are substantial withdrawals/redemptions that are not offset by subscriptions and the Accounts need to raise cash by selling investments, withdrawing/redeeming Investors are likely to be paid by Accounts through the sale of more liquid portfolio positions, thereby increasing the portion of the portfolio that is illiquid. Convertible Securities. As a result of the conversion feature, convertible securities typically offer lower interest rates than if the securities were not convertible. During periods of rising interest rates, it is possible that the potential for capital gain on convertible securities may be less than that of a common stock equivalent if the yield on the convertible security is at a level that would cause it to sell at a discount. To the extent that convertible securities are rated lower than investment grade or not rated, there would be greater risk as to timely repayment of the principal of, and timely payment of interest or dividends on, those securities. In the absence of adequate anti-dilution provisions in a convertible security, dilution in the value of each Account’s holding may occur in the event the underlying stock is subdivided, additional securities are issued, a stock dividend is declared, or the issuer enters into another type of corporate transaction which increases its outstanding securities. Risks of Special Techniques Each of the special investment techniques that each Account may use is subject to certain risks that are summarized below. Leverage. Each Account is authorized to incur leverage, which could be at times significant. Although the use of borrowed money to purchase securities will permit each Account to make investments in an amount in excess of each Account’s capital, it will also increase each Account’s exposure to losses. While there is no limit on each Account’s use of leverage, each Account will seek to use levels of leverage on a risk- adjusted basis deemed prudent by the Investment Manager. The use of leverage also exposes the Accounts to increased operational and market risks. Among other risks, the use of leverage tends to exacerbate and/or accentuate negative market movements, small hedging errors may be amplified by leverage, price and valuation disputes with counterparties must be resolved to assure collateral maintenance and hedges may at times fail to track investments due to uncorrelated changes in spreads among various instruments. In certain circumstances, the Board or General Partner, as applicable, by written notice to the Investors, may suspend the payment of withdrawal/redemption proceeds. In these circumstances, because the withdrawal/redemption request itself is not suspended, any amounts actually withdrawn/redeemed will be owed by an Account to the withdrawing/redeeming Investor. Accordingly, if the value of each Account’s assets decreases following the implementation of such a suspension, the withdrawal/redemption proceeds payable to such Investors will result in additional leverage for each Account. Margin Borrowings. Each Account could be subject to a “margin call” pursuant to which it must either deposit additional funds or liquidate assets for subsequent deposit with a prime broker, or each Account could suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a drop in the value of each Account’s assets, the Investment Manager might not be able to liquidate assets quickly enough to pay off the margin debt. In such a case, the prime broker may liquidate additional assets of each Account to satisfy such margin debt. Repurchase Agreements. Under a repurchase agreement, each Account “sells” securities or other obligations and agrees to repurchase them at a specified date and price. In a reverse repurchase transaction, each Account “buys” securities issued from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by each Account, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by each Account involves a variety of risks. For example, repurchase agreements may involve the risk that the market value of the securities or other obligations purchased with the proceeds of the repurchase agreement by each Account may decline below the price of the securities or other obligations each Account has sold but is obligated to repurchase. If the buyer of securities or other obligations under a repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the obligation of each Account to repurchase the securities or other obligations and each Account’s use of the proceeds of the repurchase agreement may effectively be restricted pending such decision. To the extent that, in the meantime, the value of the securities or other obligations that each Account has purchased has decreased, such Account could experience a loss. Further, in relation to reverse repurchase agreements, if the seller of securities to an Account defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, each Account will seek to dispose of such securities, which action could involve costs or delays and each Account may suffer a loss to the extent that it is forced to liquidate its position in the market, and proceeds from the sale of the underlying securities are less than the repurchase price agreed to by the defaulting seller. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, each Account’s ability to dispose of the underlying securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that each Account may not be able to substantiate its interest in the underlying securities. Necessity for Counterparty Trading Relationships; Counterparty Risk. Each Account has numerous relationships with counterparties used to obtain financing, derivative intermediation and prime brokerage services; however, there can be no assurance that each Account will be able to maintain such relationships or establish new ones. An inability to establish or maintain such relationships would limit each Account’s trading activities and could create losses, preclude each Account from engaging in certain transactions, financing, derivative intermediation and prime brokerage services and prevent each Account from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships before each Account establishes additional relationships could have a significant impact on each Account’s business due to each Account’s reliance on such counterparties. Some of the markets in which each Account may effect its transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes each Account to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing each Account to suffer a loss. In addition, in the case of a default, each Account could become subject to adverse market movements while replacement transactions are executed. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where each Account has concentrated its transactions with a single counterparty or small group of counterparties. Furthermore, there is a risk that any of each Account’s counterparties could become insolvent and/or the subject of insolvency proceedings. If one or more of each Account’s counterparties were to become insolvent or the subject of insolvency proceedings in the United States (either under the U.S. Securities Investor Protection Act of 1970, as amended or the United States Bankruptcy Code), there exists the risk that the recovery of each Account’s securities and other assets from each Account’s prime brokers or broker- dealers will be delayed or be of a value less than the value of the securities or assets originally entrusted to such prime broker or broker-dealer. The insolvency of such prime broker or broker-dealer could seriously damage the operations of each Account, and each Account could lose a substantial portion or all of its assets held with such prime broker or broker-dealer. Securities and other assets deposited with custodians or brokers may not be clearly identified as being assets of each Account, and hence each Account may be exposed to a credit risk with regard to such parties. Assets which are deposited with each Account’s brokers as margin will be available to the creditors of the brokers in the event of the bankruptcy or insolvency of the broker. For example, while brokers are required to segregate client assets from their proprietary assets and are required to hold specified amounts of capital in reserve, client assets are normally held in pooled client accounts for the benefit of all clients. The broker may be able to transfer client assets out of such client accounts in the ordinary course of business, or rehypothecate the assets. If the pro rata share that each Account receives is less than 100% of what the broker owes it (each Account is entitled as a matter of law to the cash and marked-to-market value of the securities in its prime brokerage account, minus any indebtedness to the relevant broker), each Account could recover cash or securities with a marked-to-market value of up to a specified statutory limit from a fund established under U.S. law to reimburse customers of insolvent brokers. If each Account does not recover all cash and securities, including securities that have been rehypothecated, from its account with a broker after receiving its pro rata share of customer property recovered from the insolvent broker’s estate, if any, and maximum payment from the customer reimbursement fund established under U.S. law to reimburse customers of insolvent broker-dealers, it will be an unsecured creditor of the insolvent broker with respect to such shortfall and, therefore, may not be able to recover equivalent assets in full, or at all. In addition, while the return of client property is designed to occur on an expedited basis (usually by transfer of the accounts to a solvent broker), each Account may be unable to trade the assets that were held by the insolvent broker during this transfer period. In certain circumstances, the assets of an Account held at a broker could be at risk if other clients of the broker fail to meet margin requirements and the assets of the broker are insufficient to cover any shortfall. Further, there may be practical or timing problems associated with enforcing each Account’s rights to its assets in the case of an insolvency of any such party. In addition, each Account may use counterparties located in jurisdictions outside the United States. Such local counterparties are subject to the laws and regulations in foreign jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to each Account’s assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on each Account and its assets. Each Account is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. Moreover, the Investment Manager’s evaluation of the creditworthiness of each Account’s counterparties may prove inaccurate. The ability of each Account to transact business with any one or more counterparties, the lack of complete and “foolproof” evaluation of the financial capabilities of each Account’s counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by each Account. Derivative Instruments in General. The Investment Manager may use various derivative instruments, including options, futures, forward contracts, swaps and other derivatives, which may be volatile and speculative. Certain positions may be subject to wide and sudden fluctuations in market value. Derivatives, especially over the counter ("OTC") derivatives engaged as a privately negotiated contract against a principal counterparty, may be subject to adverse valuations reflecting the counterparty’s marks (or valuations), which might not correspond to the valuations of other market or exchange-traded instruments. Derivatives used for hedging purposes may not correlate strongly with the underlying investment sought to be hedged. Derivative instruments may not be liquid in all circumstances, so that in volatile markets each Account may not be able to close out a position without incurring a loss. Trading in derivative instruments may permit each Account to incur additional leverage, which may magnify the gains and losses experienced by each Account and could cause each Account’s net asset value to be subject to wider fluctuations than would otherwise be the case. While derivatives used for hedging purposes can reduce or eliminate losses, such use can also reduce or eliminate gains. When an Account uses derivatives as an investment vehicle to gain market exposure, rather than for hedging purposes, any loss on the derivative investment will not be offset by gains on another hedged investment. Each Account is therefore directly exposed to the risks of that derivative. Derivatives may not be available to each Account upon acceptable terms. As a result, each Account may be unable to use derivatives for hedging or other purposes. As noted above under “Necessity for Counterparty Trading Relationships; Counterparty Risk” counterparty relationships related to derivatives transactions subject the Account to additional risks. Futures. Futures markets are highly volatile and are influenced by factors such as changing supply and demand relationships, governmental programs and policies, national and international political and economic events and changes in interest rates. Because of the low margin deposits normally required in futures trading, a high degree of leverage is typical of a futures trading account, and a relatively small price movement in a futures contract may result in substantial gains or losses to the trader. Futures positions are marked to the market each day and variation margin payments must be paid to or by each Account. Futures trading may also be illiquid, and certain exchanges do not permit trading in particular contracts at prices that represent a fluctuation in price during a single day’s trading beyond certain set limits. Should prices fluctuate during a single day’s trading beyond those limits, which conditions might last for several days with respect to certain contracts, each Account could be prevented from promptly liquidating unfavorable positions and thus be subjected to substantial losses. The U.S. Commodity Futures Trading Commission and various exchanges impose speculative position limits on the number of positions that each Account may hold or control in particular contracts. Options. Both the purchasing and selling of call and put options entail risks. Although an option buyer’s risk is limited to the amount of the original investment for the purchase of the option, an investment in an option may be subject to greater fluctuation than is an investment in the underlying securities. In theory, an uncovered call writer’s loss is potentially unlimited, but in practice the loss is limited by the term of existence of the call. The risk for a writer of a put option is that the price of the underlying security may fall below the exercise price. Options also involve counterparty risk. However, each Account generally intends for a majority of its trading in option contracts to be standardized options which trade on recognized exchanges. The Investment Manager believes that these options provide greater liquidity and involve less counterparty risk than customized options for which a clearinghouse does not exist. Trading in Forward Contracts. Each Account may engage in the trading of forward contracts. In contrast to futures contracts traded on an exchange, forward contracts are not guaranteed by any exchange or clearing house and are subject to the creditworthiness of the counterparty of the trade. Banks and other dealers with whom each Account may transact in such forwards may require such Account to deposit margin with respect to such trading, although margin requirements may at times be minimal. Each Account’s counterparties are not required to continue to make markets in such contracts and these contracts can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain counterparties have refused to continue to quote prices for forward contracts or have quoted prices with an unusually wide spread (the difference between the price at which the counterparty is prepared to buy and that at which it is prepared to sell). Arrangements to trade forward contracts may be made with only one or a few counterparties, and liquidity problems therefore might be greater than if such arrangements were made with numerous counterparties. In addition, disruptions can occur in any market traded by each Account due to unusually high trading volume, political intervention, or other factors. Market illiquidity or disruption could result in major losses to the Accounts. Hedging Transactions. Each Account is under no obligation to hedge any risk arising out of its investment program and may elect to not hedge any such risk, or to hedge only specific risks. Such hedging activities may be aimed at preventing changes in the market value of each Account’s portfolio resulting from fluctuations in the securities markets and changes in interest rates, protecting each Account’s unrealized gains in the value of the portfolio, enhancing or preserving returns, spreads or gains on any investment in each Account’s portfolio, protecting each Account against fluctuations in the interest rate or currency exchange rate, protecting each Account against any increase in the price of any securities each Account anticipates purchasing at a later date, or may be done for any other reason that the Investment Manager deems appropriate. The success of each Account’s hedging strategy will be subject to the correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolio being hedged. Since the characteristics of many securities change as markets change or time passes, the success of each Account’s hedging strategy will also be subject to the Investment Manager’s ability to recalculate, readjust and execute hedges in an efficient and timely manner. There is no guarantee that the Investment Manager will be able to do that successfully. While each Account may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for each Account than if it had not engaged in any such hedging transactions. For a variety of reasons, the Investment Manager may not seek to establish a strong correlation between such hedging instruments and the portfolio holdings being hedged. Such weak correlation may prevent each Account from achieving the intended hedge or expose each Account to risk of loss. Swap Agreements. Swap agreements are privately negotiated OTC derivative products in which two parties agree to exchange actual or contingent payment streams that may be calculated in relation to a rate, index, instrument, or certain securities, and a particular “notional amount.” Swaps may be subject to various types of risks, including market risk, liquidity risk, structuring risk, tax risk, and the risk of non- performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty. Swaps can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swaps may increase or decrease each Account’s exposure to commodity prices, equity or debt securities, long-term or short-term interest rates (in the United States or abroad), non-U.S. currency values, mortgage-backed securities, corporate borrowing rates, or other factors such as security prices, baskets of securities, or inflation rates and may increase or decrease the overall volatility of each Account’s portfolio. Swap agreements can take many different forms and are known by a variety of names. Each Account is not limited to any particular form of swap agreement if the Investment Manager determines that other forms are consistent with each Account’s investment objective and policies. A significant factor in the performance of swaps is the change in individual commodity values, specific interest rates, currency values, or other factors that determine the amounts of payments due to and from the counterparties. If a swap calls for payments by each Account, such Account must have sufficient cash availability to make such payments when due. In addition, if a counterparty’s creditworthiness declines, the value of a swap agreement may also decline, potentially resulting in losses to an Account. The U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) includes provisions that comprehensively regulate OTC derivatives markets for the first time, including the swap markets. The Dodd-Frank Act and regulations implementing the Dodd-Frank Act mandate that certain OTC derivatives must be submitted for clearing to regulated clearinghouses. OTC trades submitted for clearing will be subject to minimum initial and variation margin requirements set by the relevant clearing member and clearinghouse, as well as possible SEC or CFTC mandated margin requirements. The regulators also have broad discretion to impose margin requirements on non-cleared OTC derivatives and new requirements on holding of customer collateral by OTC derivatives dealers. These requirements may increase the amount of collateral each Account is required to provide and the costs associated with providing it. Although the Dodd-Frank Act includes limited exemptions from the clearing and margin requirements for certain “end-users,” each Account does not expect to be able to rely on such exemptions. In addition, the OTC derivative dealers with which each Account executes the majority of its OTC derivatives will be subject to clearing and margin requirements irrespective of whether each Account is subject to such requirements. OTC derivative dealers also will be required to post margin to the clearinghouses through which they clear their customers’ trades instead of using such margin in their operations, as is currently permitted. This will increase the OTC derivative dealers’ costs, and these increased costs are expected to be passed through to other market participants in the form of higher upfront margin, less favorable trade pricing, and the possible imposition of new or increased fees. The SEC and CFTC may also require certain derivative transactions that are currently executed on a bilateral basis in the OTC markets to be executed through a regulated securities, futures, or swap exchange or execution facility. Such requirements may make it more difficult and costly for investment funds, including each Account, to enter into tailored or customized transactions. They may also render certain strategies in which each Account might otherwise engage impossible, or so costly that they will no longer be economically viable to implement. OTC derivative dealers and major OTC derivatives market participants will be required to register with the SEC and/or CFTC. Although neither the Accounts nor the Investment Manager is required to register as a dealer or major participant in the OTC derivatives markets, it is possible that going forward, each Account and/or the Investment Manager may be required to be registered as a dealer or major participant. Registered OTC derivatives dealers and major participants are subject to a number of regulatory requirements, including minimum capital and margin requirements. These requirements may apply irrespective of whether the OTC derivatives in question are OTC derivatives, exchange-traded or cleared. OTC derivatives dealers will also be subject to new business conduct standards, disclosure requirements, reporting and recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest and other regulatory burdens. These requirements may further increase the overall costs for OTC derivative dealers, which costs are also likely to be passed along to market participants. The overall impact of the Dodd-Frank Act on the Accounts is highly uncertain and it is unclear how the OTC derivatives markets will adapt to this new regulatory regime. Although the Dodd-Frank Act will require many OTC derivative transactions previously entered into on a principal-to-principal basis to be submitted for clearing by a regulated clearinghouse, certain of the derivatives that may be traded by each Account may remain OTC or principal-to-principal contracts entered into privately by each Account and third parties. The risk of counterparty nonperformance can be significant in the case of these OTC instruments, and “bid-ask” spreads may be unusually wide in these heretofore substantially unregulated markets. While the Dodd-Frank Act is intended in part to reduce these risks, its success in this respect may not be evident for some time after the Dodd-Frank Act is fully implemented, a process that may take several years or more. The European Market Infrastructure Regulation similarly seeks to comprehensively regulate the OTC derivatives market in Europe for the first time including, in particular, imposing mandatory central clearing, trade reporting and, for non-centrally cleared trades, risk management obligations on counterparties. Taken together, these regulatory developments will increase the OTC derivative dealers’ costs, and these increased costs are expected to be passed through to other market participants in the form of higher upfront and mark-to-market margin, less favorable trade pricing and possible new or increased fees. Short Sales. Each Account may engage in short selling of any of the instruments it trades. In selling short, each Account bears the risk of an increase in the value of the instrument sold short above the price at which it was sold. Such an increase could lead to a substantial (theoretically unlimited) loss, as the market price of instruments sold short may increase indefinitely. Under certain market conditions, each Account might have difficulty purchasing instruments to meet its short sale delivery obligations (such as to complete a dealer buy-in of the underlying instrument). Each Account might also have to sell instruments to raise the capital necessary to meet its short sale margin call obligations at a time when fundamental investment considerations would not favor closing out such short position. The Investment Manager’s use of “directional” short-selling has subjected each Account, and may continue to subject each Account, to risk of litigation. Lawsuits can be brought against short sellers of a company’s stock to discourage short selling. Among other claims, these suits may allege libel, conspiracy, and market manipulation and may expose each Account to significant liabilities. Short-selling activities are subject to restrictions imposed by U.S. and non-U.S. securities laws and the various securities exchanges. Limitations on short-selling have been imposed on an emergency basis in the past during market disruptions. Short-selling may be subject to further regulatory restrictions in the future, including reporting requirements on short-selling, which may prevent each Account from successfully implementing its investment strategies involving short-selling. Credit Default Swaps. Each Account may purchase or sell credit derivatives contracts— primarily CDS—both for hedging and other purposes. The typical CDS contract requires the seller to pay to the buyer, in the event that a particular “Reference Entity” experiences specified credit events, the difference between the notional amount of the contract and the value of a security or portfolio of securities issued by the reference entity that the buyer delivers to the seller. In return, the buyer agrees to make periodic payments equal to a fixed percentage of the notional amount of the contract. CDS generally trade on the basis of theoretical pricing and valuation models, which may not accurately value such swap positions when establ please register to get more info

DISCIPLINARY INFORMATION
From time to time the firm and/or its principals are or may be subject to civil litigation. No such litigation has or is expected to result in an adverse disposition. On December 18, 2015, the United States District Court for the District of Columbia entered a final judgment (“Final Judgment”), to which the parties had stipulated and consented, that specifies circumstances when Third Point must file a notification under the Hart-Scott- Rodino Antitrust Improvements Act of 1976 (“HSR Act”), requires Third Point to maintain an HSR Act compliance program and designate a compliance officer to achieve compliance with the Final Judgment, and allows the DOJ certain access and inspection rights for the purpose of determining compliance with the Final Judgment. The Final Judgment does not include a monetary fine or, in the Adviser’s judgment, place Third Point under any material limitations in its present or future investment activities. In addition, the Hellenic Capital Markets Commission (“HCMC”) identified that TP Lux Holdco SARL sold short shares of publicly traded securities that were not yet approved to be listed for trading by the Athens Exchange during the period May 2, 2014, through May 9, 2014. As a result, the HCMC issued a decision against TP Lux Holdco SARL, imposing a fine of EUR87,200 on Lux Holdco on the basis that it sold the Shares in breach of article 12 (1.b) of EU Regulation 236/2012 on short selling and of recital 8 and article 5 (1.e) of EU Regulation 827/2012 (the “Regulations”). The issue was finalized on November 19, 2018. The Investment Manager is not aware of any other material administrative, civil or criminal actions against the Investment Manager or the Accounts. please register to get more info

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
We do not have an affiliated broker-dealer. Nevertheless, we may have certain relationships with, and receive certain benefits from, non-affiliated broker-dealers that may pose a conflict of interest when selecting and using broker-dealers. Examples of such relationships and benefits include, but are not limited to: (i) referral or recommendation of investors; (ii) personal investments by a registered representative of a broker- dealer in funds we manage; (iii) access to an electronic communication network for order entry and account information; (iv) receipt of proprietary research; and (v) participation in broker-dealer sponsored research and capital introduction conferences. Certain members or employees of the Investment Manager may make, and have made, private investments. Such private investments include investments in investment advisory businesses and other related businesses that may be competing with the Accounts. Before Third Point considers engaging a third-party service provider on behalf of the Accounts, all employees must notify the Chief Compliance Officer of any conflicts or relationships that employees or family members of employees have with the service provider under consideration. If any employee(s) has a relationship with any service provider prospect, that potential conflict is taken into consideration in determining the merits of engaging such service provider. Notwithstanding the foregoing, the Investment Manager’s policy is to generally allocate service providers for the Accounts on the basis of best execution, or otherwise in the best interest of the Accounts. We serve as an adviser to private investment funds and certain other accounts. We are also a related person to the general partners of certain funds.
General Partners Advisers
Third Point Advisors L.L.C. Third Point LLC Third Point Advisors II L.L.C. Third Point Advisors III L.L.C. Third Point Investment I GP LLC Separately Managed Accounts Domestic Funds Third Point Reinsurance Company Ltd Third Point Opportunities, L.P. Third Point Reinsurance (USA) Ltd. Third Point Partners, L.P. Third Point Partners Qualified, L.P. Third Point Insurance Dedicated Fund LP Third Point Ultra Onshore LP Offshore Funds Third Point Enhanced LP Third Point Hellenic Recovery Fund, L.P. Third Point Hellenic Recovery Offshore Feeder Fund , L.P. Third Point Hellenic Recovery Offshore Upper-Tier Feeder Fund, L.P. Third Point Hellenic Recovery US Feeder Fund, L.P. Third Point Hellenic Recovery US Upper-Tier Feeder Fund, L.P. Third Point Investment I Master LP Third Point Investment I Offshore LP Third Point Investment I Ultra Master LP Third Point Offshore Fund, Ltd. Third Point Offshore Investors Ltd. Third Point Offshore Master Fund L.P. Third Point Opportunities Ltd Third Point Opportunities Master Fund L.P. Third Point Ultra Ltd. Third Point Ultra Master Fund L.P. TP ETP Master LP TP ETP Offshore LP please register to get more info

CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND
PERSONAL TRADING
Code of Ethics We have adopted a code of ethics (“Code of Ethics”) which is designed to foster compliance with the applicable federal statutes and regulatory requirements, prevent circumstances that may lead to or give the appearance of conflicts of interest with clients, insider trading or unethical business conduct as well as promote a culture of high ethical standards. Among other things, the Code of Ethics governs personal securities trading by our employees. Generally, no employee may personally trade or own any security (with the exception of certain securities such as U.S. government obligations, cash equivalents, money market funds, open-end mutual funds, unit investment trust, investment grade corporate bonds, investment grade preferred securities, limited mortgage bonds, master limited partnerships, private investments, etc. (“Exempt Security” or “Exempt Transaction”). For some of the Exempt Securities or Exempt Transactions, Employees must pre-clear any trades. In limited exception situations (primarily due to economic hardship), employees may trade in other securities but only subject to compliance pre-approval. The Code of Ethics also requires employees 1) to report personal transactions on a quarterly basis, 2) to file annual personal account disclosures and report securities holdings; and 3) to certify their compliance with the Code of Ethics on a quarterly basis.
Restrictions Due to Insider Information
We forbid employees from trading, either personally or on behalf of others (including client accounts managed by Third Point), on material non-public information or communicating material non-public information (“inside information”) to others in violation of the federal securities laws. This conduct is frequently referred to as “insider trading”. We have designed and implemented policies and controls in order to monitor the flow of inside information as well as prevent trading on the basis of inside information. A copy of the Code of Ethics is available upon request.
Participation or Interest in Client Transactions
Third Point, its affiliates and their respective personnel may invest in the Accounts and in securities or other assets in which the Accounts or other clients invest subject to applicable law and the firm’s Code of Ethics. Third Point, its related persons and employees may have financial interests in one or more of the Accounts either as direct investments, carried interests, indirectly through intermediaries or through the rights of deferred compensation under a deferred incentive fee agreement that Third Point or its related person may have with certain of its Accounts (all such interests will be referred to herein as “proprietary interests”). In some cases, such proprietary interests may exceed 25% of each total Account so that such Account may be deemed to be a proprietary account. For purposes of rebalancing Account portfolios with similar investment strategies, we periodically, through unaffiliated broker-dealers and at the market price, may dispose of a particular security from one Account and acquire it for another by crossing the trade of one or more Accounts to one or more other Accounts in order to minimize transaction and market impact costs (“Rebalancing”). Additionally, there may be circumstances in which it may be advantageous to enter into transactions whereby certain investments may be held by only certain of Registrant’s Accounts, while the economic benefits and risks of those investments are shared with other Accounts (“Shared Transactions”). Such Shared Transactions may entail the creation of special purpose vehicles, derivative contracts and other mechanisms for sharing in the risk and reward of each participating Client. Whenever such Rebalancing or Shared Transactions are effected between Clients that include a proprietary account, such transactions are reviewed by an independent party, which may include independent directors of any incorporated Account to approve such transactions in order to address potential conflicts of interests. please register to get more info

BROKERAGE PRACTICES
The primary consideration in placing portfolio securities transactions with broker-dealers for execution is to obtain, and maintain the availability of, execution at the best net price available and in the most effective manner possible. In selecting broker-dealers to execute transactions and evaluating the reasonableness of the brokerage commissions paid to them, consideration will be given to the following: the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected, taking into account the size of the order and difficulty of execution; the financial strength, integrity and stability of the broker dealer; the firm’s risk in positioning a block of securities; the quality, comprehensiveness and frequency of research services available through the broker-dealer; and the competitiveness of commission rates in comparison with other broker-dealers satisfying Third Point's other selection criteria. We generally seek competitive commission rates, but we will not necessarily pay the lowest commission available. Trading costs are measured and monitored by the Brokerage Committee which reviews, among other things, the costs and quality of executing brokers.
Research and Other Soft Dollar Benefits
We have entered into soft dollar arrangements where brokerage commissions executed through certain broker-dealers are used to generate “soft dollars” to pay for brokerage and research services used by Third Point on behalf of the Accounts. In accumulating soft dollars, we “pay up” or more than the lowest available commission. Our intention is for the soft dollar arrangements to be within the “safe harbor” of Section 28(e) of the Securities Exchange Act of 1934. These arrangements may be with Soft Dollar Brokers that provide proprietary research directly or through third party arrangements where the Soft Dollar Services are developed by third parties and the Soft Dollar Broker participates in effecting the transaction. Some of the Soft Dollar Services include: newswire and quotation systems; research reports and information on companies, industries and securities; economic, financial and market data; economic surveys and analyses; recommendations as to specific securities; and consultants that provide specialized data or analysis to specific companies or sectors. If less than 100% of a product or service is used for assistance in our decision-making process, we will consider the product as a “mixed-use” product. With mixed-use products, we will make a good-faith allocation between the research and non-research benefits and will use commissions to pay for only that portion of the product used to formulate investment decision and will pay for the remainder in hard dollars. With mixed-use products, we may have a conflict of interest when determining the allocation of good faith allocation of costs between research and non-research benefits particularly in circumstances where the non- research benefits are not expenses paid for by the Accounts. These services or products would otherwise only be available to us for a cash payment. To the extent we utilize commissions to obtain items that would otherwise be an expense of the Registrant (and not payable by the Accounts), such use of commissions could be viewed as additional compensation to Third Point. This may create a potential conflict of interest between our fiduciary duty to operate the Accounts in their best interest and the desire to receive or direct these soft dollar benefits. As a result of receiving such services or products, there is an incentive for us to use, and continue to use, such brokers and dealers to effect transactions for the Accounts over which we exercise trading discretion so long as such brokers and dealers continue to provide us with such soft dollars credits. We have adopted procedures to monitor all soft dollar activities and maintain effective controls. Brokerage and research services paid by one Account may be used to benefit all the Accounts. We do not allocate the relative costs or benefits of research among the accounts because we believe that the research received is fulfilling our overall responsibilities to our clients. We also have commission sharing arrangements whereby soft dollars, which have been generated, are paid to brokers who have provided research services in the past, in lieu of trading with those brokers. On some occasions, we may separate orders and send them to different executing brokers. This may result in two separate batch or block trades at approximately the same time for the same securities, which may be executed at different prices or at different brokerage commission rates from one another. This may result in less favorable pricing or commission rates than if they had been executed using block or batch trades. Our personnel may receive or give certain gifts from or to broker-dealers or other persons with whom we do business. This may include such things as tickets to sporting events, meals and other entertainment, transportation, attendance at seminars or other educational training or informational events, logo items and other items of small value, gifts associated with life events such as birthdays, weddings, anniversaries, and other gifts of more substantial value. The receipt of such gifts and gratuities might be viewed as causing a conflict of interest for us in selecting brokers and dealers and other service providers. Our policy prohibits employees from accepting valuable gifts or entertainment that is not reasonable under the circumstances from any person or entity that does or seeks to do business with or on behalf of Third Point or its clients. Employees are prohibited from accepting gifts of cash or cash equivalents. Employees are also required to pre-clear gifts exceeding certain thresholds, as well as report, on a quarterly basis, the receipt of gifts and entertainment exceeding minimum reporting requirements. From time to time we may participate in certain broker-dealer’s charity day programs. We may elect, on a specified day, to execute certain trades through the sponsoring broker-dealer and permit it to use a portion of the commissions for charitable purposes, including donations to other broker-dealers that may need assistance in natural disaster recovery efforts. However, under such circumstances, we use our best efforts to insure that commissions paid are consistent with best execution. On occasion, we may engage in a “step-out” transaction in which we may send part or all of a commission in respect of a transaction to one broker while the transaction is executed by a different broker.
Trade Error Policy
Client account transactions may be effected on occasion in a manner that differs from what was intended as a result of trading errors. We review any trade errors that we discover, on a case-by-case basis, and decide what corrective steps to take, if any, after reviewing the error. To the fullest extent permitted by law (including the U.S. federal securities laws), the Investment Manager will not be liable to the Fund for trade errors except for acts that constitute fraud, bad faith, willful misconduct or gross negligence. As a result, losses caused by trade errors are often borne by the Accounts.
Directed Brokerage
A managed account client may direct us to utilize a particular broker-dealer to execute some or all transactions for the client’s account. In such circumstances, the managed account client is responsible for negotiating the terms and arrangements for the account with that broker-dealer. We will not seek better execution services or prices from other broker-dealers or be able to aggregate the managed account client's transactions, for execution through other brokers-dealers, with orders for the Accounts or the other managed account we manage. As a result, we may not obtain best execution on behalf of such directing managed account client, who may pay materially disparate commissions, greater spreads or other transaction costs, or receive less favorable net prices on transactions for the account than would otherwise be the case.
Allocation of Investment Opportunities
We seek to allocate investment opportunities among Clients in the fairest possible way taking into account Clients’ best interests and investment objectives/restrictions. We will follow procedures to help ensure that allocations do not reflect a practice of favoring or discriminating against any Client or group of Clients. Account performance is never a factor in trade allocations. Excluding the Greek Fund, Special Purpose Vehicles and Separately Managed Accounts, we generally manage our Accounts on a parallel pro rata basis, employing primarily the same investment strategies subject, but not limited, to each Client’s varying stated investment objectives including the amount of leverage used, restrictions and tax considerations. Consequently, when possible, Client orders in the same security are generally placed on an aggregated basis and typically allocated proportionately to each participating Client Account. We may, however, increase or decrease the amount of securities allocated to an Account to avoid, among other things, holding odd-lot shares for particular Clients. Each Client that participates in an aggregated order will generally participate at the average share price for all the transactions in that security on a given day, and transaction costs generally will be shared pro-rata based on each Client's participation in the transaction. please register to get more info

REVIEW OF ACCOUNTS
Position Reviews: We perform various daily, weekly, monthly and quarterly reviews of all Accounts. Our investment and business teams conduct reviews on a regular basis for, among other things, exposures, trade allocations, execution and commissions paid on security transactions, performance comparisons, investment objectives, guidelines and restrictions. In addition, the Hedge Funds’ third-party administrator (“Administrator”) provides daily reviews and reconciliations of cash, positions, and activity to prime brokers to validate that all transactions were executed as initiated and accounted for in a proper manner. Daily profits and losses are reconciled by Adviser back to the Administrator. On a daily basis, the Administrator reports reconciliation breaks for resolution by our Operations group. The monthly net asset value calculations are prepared by the Administrator and reviewed by our accounting group. Investors receive monthly capital account statements for their investment in each Account as well as monthly and quarterly written updates of activity in their Account and the relevant markets. Investors also receive annual audited financial statements of the Account in which they are invested. please register to get more info

CLIENT REFERRALS AND OTHER COMPENSATION
We may receive certain economic benefits from broker-dealers and prime brokers whom we conduct business with that might not be received otherwise. These benefits may include: access to an electronic communication network for order entry and account information; proprietary research; and participation in sponsored research and capital introduction services. While these services are generally provided at no additional cost, we may select certain broker-dealers due to receipt of such services. We understand that the benefits received through these relationships generally do not depend upon the amount of transactions directed to or the amount of assets custodied. We compensate certain third parties that refer certain clients to us. Compensation is based upon a percentage of the management and/or incentive fees. We do not charge any portion of the compensation paid to the third parties to clients. Any of such clients placed with the firm by one of such third parties may pay fees to the third party (and not to us) that are separate and in addition to an Account’s management and performance fees. please register to get more info

CUSTODY
We may be deemed to have constructive custody of certain client assets as a result of fee payments or the service of certain affiliates as general partners to certain Accounts. Actual custody of client assets, however, is at a broker-dealer, bank or trust company, not with us. Accounts are reconciled, via statements provided by the counterparties and internal proprietary systems, at least weekly between us, the Account administrator (IFS) and each counterparty. Any breaks are resolved as soon as possible. Currently, client assets are principally custodied at Bank of America Merrill Lynch, Bank of New York Mellon, Barclays, Citigroup, Credit Suisse, Goldman Sachs, ING Luxembourg, JPMorgan Chase, Morgan Stanley, State Street, UBS, US Bank National, Wilmington Trust and their respective affiliates. We review our use of prime brokers periodically and may change them without notice. As such, investors receive capital account statements on a monthly basis directly from the Accounts’ Administrator. Investors should carefully review all account statements. please register to get more info

INVESTMENT DISCRETION
We provide investment advisory services to our clients on a discretionary basis in a manner consistent with each Account’s investment objectives and restrictions, as set forth in the governing agreements and documents. In providing discretionary investment advisory services, we generally supervise and manage the Account’s portfolio and make investment decisions, without consulting the investors. please register to get more info

VOTING CLIENT SECURITIES
Our written policies and procedures require us to vote the Account’s proxies in the interest of maximizing shareholder value. Votes on all matters are determined on a case-by-case basis. We may choose not to participate in a particular proxy, to take no action or not vote if we conclude that the effect on investors’ economic interest or the value of the portfolio holding is indeterminable or insignificant, the potential benefit of voting is outweighed by the cost, or when it is not in the Account’s best interest to vote. Our Analysts are responsible for the recommendation, the CEO or COO, or in limited circumstances their designee, approves the recommendation and the Operations group executes the vote. Our proxy voting policies and procedures also include guidelines which Registrant follows if a material conflict arises between the Registrant and the company that is the subject of the proxy or a proponent of a proxy proposal. Records of proxy materials and votes are maintained in our offices. A complete copy of our proxy voting policies, procedures and prior voting history are available to investors upon request. please register to get more info

FINANCIAL INFORMATION
This section is not applicable to the Adviser. please register to get more info