ADVISORY BUSINESS A. General Description of Advisory Firm GLG LLC, a Delaware limited liability company with its place of business located in New York, New York, USA, was originally formed in April 2002. GLG LLC offers advisory or sub-advisory services to U.S. or non-U.S. institutional managed accounts and pooled investment vehicles on either a discretionary or non-discretionary basis. In addition, GLG LLC offers sub-advisory services on a discretionary basis to investment companies registered under the Investment Company Act of 1940, as amended (“Company Act”). The direct owner of GLG LLC is Man Investments Holdings Inc., an indirect, wholly-owned subsidiary of Man Group plc. Man Group plc is a public company listed on the London Stock Exchange and is a component of the FTSE 250 Index. Man Group plc, through its investment management subsidiaries (collectively, "Man"), is a global active investment management business and provides a range of fund products and investment management services for institutional and private investors globally. As of December 31, 2019, Man has approximately $117.7 billion of funds under management.

GLG LLC has full discretionary advisory investment management authority with respect to investment decisions for U.S. and non-U.S. pooled investment vehicles, including private funds (the "Funds") and managed accounts. GLG LLC's advice with respect to the Funds and managed accounts is made in accordance with the investment objectives and guidelines as set forth in the applicable Fund's offering memorandum or the managed account's investment management agreement. “Funds” may include one or more funds that GLG LLC, affiliates or employees have seeded or invested over 25% of the capital of such Funds. Important information regarding each Fund and managed account, which includes investment objectives, risks, strategy, fees and other material information, including applicable conflicts of interest is contained in each Fund’s offering documents and in each managed account's investment management agreement, as the case may be. As used herein, the term "client" generally refers to each Fund and each beneficial owner of a managed account. As part of its services, GLG LLC provides discretionary sub-advisory investment management, research, and trading services to its affiliate, GLG Partners LP, which is located in London, England and is an investment adviser registered with the SEC and is authorized and regulated by the Financial Conduct Authority in the United Kingdom. In connection with the discretionary sub-advisory investment management responsibilities, GLG LLC sub-advises on certain pooled investment vehicles, including private funds and managed accounts for which GLG Partners LP serves as investment manager or in a similar capacity. GLG Partners LP may utilize GLG LLC’s investment management, research and trading services in providing services to its clients. GLG LLC may offer non-discretionary investment management services. With respect to non-discretionary accounts, GLG LLC would have on-going responsibility to select or make recommendations, based upon the needs of the client, as to specific financial instruments the account may purchase or sell and, if such recommendations are accepted by the client, GLG LLC would be responsible for arranging or effecting the purchase or sale.

From time to time, certain affiliated advisory firms may be considered “Participating Affiliates” of GLG LLC (as that term is used in relief granted by the staff of the Securities and Exchange Commission (“SEC”)) allowing investment advisers registered with the SEC to use portfolio management, operations, and trading resources of advisory affiliates and personnel subject to the supervision of an SEC-registered adviser. Professionals from such Participating Affiliates may render portfolio management, risk management, research, trading or other related services to the Participating Affiliates under separate services agreements. Fees may be paid by and received from the parties under these arrangements.

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

While much of this brochure applies to all of GLG LLC’s clients, certain information applies to specific clients only. Important information regarding each fund and managed account, which includes investment objectives, risks, strategy, fees and other material information, including applicable conflicts of interest regarding relationships with affiliates, is contained in each fund’s offering documents and in each managed account's investment management agreement, as the case may be. B. Description of Advisory Services Please see Item 8 herein. This Brochure generally includes information about GLG LLC and its relationships with its clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds which are “private funds” are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering may be made. In the U.S., shares in the Funds are generally offered on a private placement basis to U.S. persons, and outside the U.S., in accordance with Regulation S of the Securities Act with respect to non-U.S. persons, and subject to certain other conditions, which are fully set forth in the offering documents for the Funds. The interests in the Funds are generally offered in the U.S. on a private placement basis, pursuant to Section 3(c)(7) of the Company Act, to persons who are "accredited investors" as defined under the Securities Act and "qualified purchasers" as defined under the Company Act, and subject to certain other conditions, which are set forth in the offering documents for the Funds. Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of an offering memorandum. C. Availability of Customized Services for Individual Clients GLG LLC's investment decisions and advice with respect to each Fund are subject to the Fund's investment objectives and guidelines, as set forth in its offering documents. Similarly, GLG LLC's investment decisions and advice with respect to each managed account are subject to each client's investment objectives and guidelines, as set forth in the client's investment management agreement, as well as any written instructions provided by the beneficial owner to GLG LLC. A Fund may issue other classes, sub-classes, tranches, sub-tranches and/or series (or sub-series) of shares or interests, as applicable, in the future (or enter into side letter agreements with certain investor(s) that alter, modify or change the terms of the shares or interests, as applicable, held by the investor(s)), which may differ and may be more favorable from the shares or interests, as applicable, currently offered by the Fund in terms of, among other things, the performance compensation, the management fee, redemption rights (including redemption dates and notice periods), currency denomination, minimum and additional subscription amounts, informational rights and other rights. New classes, sub-classes, tranches, sub-tranches and/or series (or sub-series) of shares or interests, as applicable, may be issued (or "side letter" agreements may be entered into) by a Fund's board of directors, in its sole discretion, on behalf of the Fund, in consultation with GLG LLC, without providing prior notice to, or receiving consent from, existing investors. The terms of such classes, sub-classes, tranches, sub- tranches and/or series (or sub-series) or "side letter" agreements will be determined by the board of directors, in its sole discretion, in consultation with GLG LLC. In general, a Fund will not be required to notify investors of any such "side letter" agreements or any of the rights and/or terms or provisions thereof, nor will a Fund be required to offer such additional and/or different rights and/or terms to any or all of the other investors. D. GLG LLC’s Collateralized Loan Obligations GLG LLC may offer investment management services as collateral manager to certain collateralized loan obligation special purpose vehicles (each a "GLG CLO") or as investment adviser to managed accounts/funds that seek to obtain exposure to leveraged loans and similar investments including, without limitation, high yield bonds or notes issued by CLOs. It is anticipated that the GLG CLO would be in the form of a non-U.S. entity that would issue rated notes (“Rated Notes”) and non-rated notes (“Equity” and, together with the Rated Notes, “Notes”) under an indenture (“Indenture”). The Notes of the GLG CLO would be secured by a portfolio of assets consisting primarily of "Leveraged Loans” (described further below) owned by that GLG CLO and managed by GLG LLC pursuant to the terms of an investment management agreement between that GLG CLO and GLG LLC. Investors who wish to obtain exposure to Leveraged Loans and similar investments, including, without limitation, high yield bonds, may do so through purchasing Notes issued directly by the CLOs. In connection with the pre-launch phase of a CLO’s lifecycle, GLG LLC may also act as investment manager in respect of the “warehouse” assets acquired by that GLG CLO. Generally, such warehouses are expected to be operative for a 12 month period prior to launch of a GLG CLO, although the term may vary depending upon market conditions. Further, such warehouses are often capitalized by some of the CLO Note holders as well as the Firm or its affiliates, with leverage provided by the CLO underwriter. References to CLOs or CLO issuers infra include references to such warehouses. E. Wrap Fee Programs GLG LLC does not participate in wrap fee programs. F. Assets Under Management GLG LLC manages approximately $7.6 billion in regulatory assets under management on a discretionary basis as of December 31, 2019. please register to get more info

FEES AND COMPENSATION A fee schedule is omitted because this Brochure is being delivered only to qualified purchasers, as defined in section 2(a)(51)(A) of the Company Act. GLG LLC does not maintain a basic fee schedule. The following is a general overview of the types of fees GLG LLC charges its clients: A. Advisory Fees and Compensation Fees for each client are determined on a case-by-case basis. Fees for institutional managed accounts are negotiated directly with each managed accounts and may consist of a fee based on assets under management, investment performance or a combination of both. Performance-based fees, if applicable, will be charged in compliance with Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). GLG LLC Funds Fees charged to the Funds are fully described in the respective Funds' offering document. Generally, with respect to the Funds, GLG LLC or its affiliates (i) charge a monthly or quarterly management fee in arrears at annualized rates generally ranging from 0.5% to 1.75. %, and (ii) charge performance fees at 20% of net profits and in some cases subject to a “benchmark return” or “hurdle rate” payable annually in arrears or at the time of a redemption/withdrawal. The specific level of fees depends upon various factors, including the availability of certain investment classes, which may be closed to new investors. Certain UCITs funds pay an administration fee to the manager of the UCITs funds which is an affiliate of GLG LLC the “Manager”) of 0.30% per annum of the average net asset value payable monthly in arrears. The administration fee is used to pay the services of the administrator and administrative support services of the Manager as further described in the UCITs funds’ prospectus. Certain non-U.S. share classes of certain Funds may be subject to an up-front sales charge of up to 5% of the initial amount invested payable to an affiliate of GLG LLC, as further described in the Funds’ offering documents. The sales charge may be paid entirely or partially to intermediaries or other persons. Certain share classes in the Funds may be subject to distribution fees which generally range from 1% to1.25% per annum of the net asset value paid monthly, which may be used for distribution and sales costs of the shares, including payments to affiliated and/or unaffiliated distributors. Schedules of fees and performance based fees are set forth in the offering document for each of the Funds, which should be consulted by any prospective investor to determine the applicable level of fees or allocations, when fees are paid, and any conditions on redemptions from the Funds. As permitted, GLG LLC or its affiliates may from time to time in its sole discretion and out of its own resources decide to rebate part or all of the management and/or performance fees, and/or distribution fees to some or all investors or to intermediaries. In addition, fees may be negotiable or waivable depending upon a variety of factors, including, among other things, type and extent of advisory services offered, amount of assets under management, the overall relationship with the investor and other services offered to the investor. GLG LLC or affiliates may pay a portion of its fees to distributors or intermediaries of the Funds. GLG LLC’s fees and compensation will be shared from time to time with its affiliates. GLG LLC’s affiliates compensate GLG LLC for its investment management services out of the management or performance fees they receive from the respective funds or managed accounts. GLG LLC may also invest client or Fund assets in investments that charge additional fees or are subject to additional allocations (including other Funds advised by its affiliates ("Affiliated Funds")). Investors may therefore indirectly bear (i) advisory fees or an allocation (including management, performance, administration, or other fees or a performance allocation) to GLG LLC or its affiliates and (ii) fees charged by the underlying investment. Investments that charge additional fees may include, but are not limited to, money market funds, short-term investment vehicles, exchange traded funds, pooled investment vehicles, special purpose investment vehicles and alternative investment vehicles. If a Fund invests in any Affiliated Fund, the performance compensation and management fee otherwise payable to GLG LLC or its affiliate at the Affiliated Fund level will generally be waived by such Affiliated Fund. The administration fee (if any) may or may not be waived. Generally, the investment management agreements with clients may be terminated by either party in accordance with the terms and notice period described in each investment management agreement. GLG LLC’s investment management agreements are generally terminable with prior written notice, without penalty, or upon a breach, and/or also may be automatically renewed. GLG CLOs Fees for any services provided to CLOs or the management of a warehouse facility will be negotiated on a case by case basis and is expected to be in the form of a management fee and incentive fee. B. Payment of Fees Fees and compensation paid to GLG LLC or its affiliates by the Funds or managed accounts are generally paid by the client from its assets. With regards to the Funds, the fees are calculated by the Fund’s administrator and are paid directly from the Fund’s assets. Management fees are generally paid on either a monthly or quarterly basis in arrears and the performance compensation is generally deducted on a an annual basis or at the time of a redemption or withdrawal, as applicable, or more frequently as further described in the Fund’s governing documents or managed account’s investment management agreement. With regards to managed accounts, fees are negotiated and agreed upon with the client directly and may include a management fee or a combination of management fee payable monthly or quarterly in advance or arrears and performance compensation payable annually in arrears. Management fees and performance-based compensation are pro-rated for partial periods. GLG LLC's employees may invest in one or more Funds or Affiliated Funds. GLG LLC's employees may or may not be subject to a management fee and performance based compensation by these Funds or Affiliated Funds. GLG LLC reserves the right to charge employees a discounted fee or allocation in its sole discretion. In addition, GLG LLC’s employee investments may or may not be subject to the same liquidity terms or fees as those of other investors in such funds. C. Additional Fees and Expenses Not all of GLG LLC's Fund investors bear all of the expenses set forth below and in some cases will bear additional expenses not included herein. Fund investors should refer to the Fund’s governing documents for details relating to specific expenses relating to the Fund. The following sets forth the expenses that GLG LLC's Fund investors generally bear: To the extent permitted under the applicable documents, each investor bears its own operating and other expenses and its pro rata portion of the Fund’s expenses and as applicable master fund expenses, including, but not limited to, fund formation, fees paid to administrators, fees paid to custodians, fees paid to prime brokers, fees relating to any special purpose vehicles, as applicable, investment-related expenses (e.g., brokerage commissions (see Item 12 for more information on brokerage expenses) and transaction costs, currency hedging costs, clearing and settlement charges, interest expense, consulting, legal costs to review, research, negotiate and settle potential and actual transactions, as applicable, (including, without limitation, investment-related litigation expenses), investment banking and any other professional fees or compensation relating to particular investments or contemplated investments and research-related expenses, including, without limitation, news and quotation equipment and services (including fees for data and software providers, exchanges and other third party and information vendors, other non- traditional and information sources, academic research data and trade ideas), other third-party fees and expenses incurred in connection the evaluation of prospective transactions, trade related travel and due diligence costs and expenses related to certain investments); expenses relating to third-party valuation services, expenses attributable to any third-party proxy voting service, costs for ERISA bonding, if applicable; expenses relating to reports provided to investors, expenses associated with the preparation, printing and distribution costs of the periodic and annual financial statements and all professional and other fees and expenses in connection therewith; the cost of publication of the net asset value of the fund, external legal and compliance expenses (which include, without limitation, responding to formal and informal inquiries, subpoenas, investigations and other regulatory matters, indemnification expenses and expenses associated with regulatory filings including blue sky filings and other filings relating to the Fund and/or master fund and/or underlying investments, if applicable), external accounting, audit and tax preparation expenses, directors’ fees, organizational and operating expenses, clearing and registration fees and other expenses due to regulatory, supervisory or fiscal authorities in various jurisdictions, liquidation costs, and the out-of-pocket expenses incurred by the Fund’s service providers, insurance, expenses relating to the offer and sale of interests and/or shares, taxes, expenses related to the maintenance of the Fund's registered office, and corporate licensing expenses. GLG LLC or its affiliates may pay certain of the aforementioned expenses and may therefore be entitled to be reimbursed by a Fund in respect of such expenses. Fund costs may be amortized over a period of time to ensure that large expenses are borne in an equitable manner. Fund costs may be amortized over a period of time to ensure that large expenses are borne in an equitable manner. Each managed account may bear certain of the fees and expenses described above. In addition, certain expenses borne by the Funds may be shared by managed accounts. The expenses borne by a managed account are set forth in the managed account's investment management agreement or as otherwise agreed with the managed account. Allocation of Expenses A Fund or managed account may incur an expense which forms part of a larger aggregate expense relating to a number of entities for which GLG LLC or its affiliates provide services. Such expense will normally be allocated between the relevant entities, on a pro rata basis, or in conjunction with a flat fee per entity for a portion of the expense, where possible and appropriate. please register to get more info

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT GLG LLC accepts performance-based fees for some, but not all clients to which it provides investment advisory services. GLG LLC may face a conflict of interest by managing accounts that are subject to a performance-based fee or allocation and accounts that are not subject to a performance-based fee or allocation, including that GLG LLC may have an incentive to favor accounts for which it receives performance-based fees or allocations. GLG LLC may also have an incentive to favor accounts from which GLG LLC will receive a performance fee calculated at a higher rate over accounts from which GLG LLC will receive a performance fee or allocation calculated at a lower rate. Furthermore, performance-based fee compensation may create an incentive for GLG LLC to make riskier or more speculative investments than would be the case in the absence of such performance fees. Generally, GLG LLC addresses these conflicts of interest through the adoption of conflicts of interest policies and procedures that are designed to ensure that the services provided or activities conducted are carried out with integrity and an appropriate degree of independence to protect the interests of clients. In addition, GLG LLC addresses these conflicts of interest by utilizing an investment allocation policy designed to treat all accounts fairly and equitably regardless of the types of fees or fee rates paid. Please see Items 11.B.2 and 11.D below. please register to get more info

TYPES OF CLIENTS GLG LLC provides advisory or sub-advisory services primarily to U.S. or non- U.S. pooled investment vehicles (“Funds”), UCITs funds and U.S. or non-U.S. institutional managed accounts which include sovereign wealth funds, on a discretionary basis. In addition, GLG LLC provides sub-advisory services on a discretionary basis to investment companies registered under the Company Act. The securities of the Funds are not registered under the Securities Act. In addition, the Funds are not registered under the Company Act and may or may not be continuously offered. Redemption rights with respect to each Fund are set forth in the offering memorandum for each Fund. Termination rights with respect to each managed account are set forth in the investment management agreement for each managed account. Investments in the Funds may be subject to certain qualifications and a minimum investment requirement which under certain conditions may be waived as set forth in the Fund’s offering memorandum. Currently, GLG LLC does not have an account minimum for managed accounts. please register to get more info

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS A. Methods of Analysis and Investment Strategies The descriptions set forth in this Brochure of specific advisory services that GLG LLC offers to clients, and investment strategies pursued and investments made by GLG LLC on behalf of its clients, should not be understood to limit in any way GLG LLC's investment activities. GLG LLC may offer any advisory services, engage in any investment strategy and make any investment for its clients, including any not described in this Brochure, that GLG LLC considers appropriate, subject to each client's investment objectives and guidelines. The investment strategies GLG LLC pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. GLG LLC conducts its own analyses and may also use the analyses of its affiliates as well as third parties. GLG LLC may use many sources of information in its analyses of financial instruments which may be obtained from its affiliates or third parties. These sources include but are not limited to: financial filings; business, economic, financial and other publications; trade journals; other money managers or financial services professionals; investment and commercial bankers; industry and turnaround specialists; media sources; information from brokers including, research, models, discussions with analysts, idea meetings, and other information provided by brokers; third-party data services including alternative data; external research; inspections of corporate facilities; one-on-one conversations with company management teams, suppliers, customers, end users and sector specialists, as well as lawyers, bankruptcy attorneys; economists, strategists, lobbyists, academic specialists and expert networks. In addition, GLG LLC may employ third-party consultants to provide it with fundamental and technical research, including, but not limited to, information regarding various markets, industries and companies. Furthermore, GLG LLC may utilize other sources of information including non-traditional data sources and information which may exist from time to time. GLG LLC may employ a number of investment strategies in connection with its advisory and sub-advisory services depending upon the type and stated investment objectives of each client. These investment strategies include, but are not limited to, the following which may be used for investment, hedging or speculative purposes: fundamental stock picking; long-only equities; long-short equities; buying put options and call options; selling put options and call options on both a covered and uncovered basis; options and futures on equity indices; long volatility instruments; buying and selling of derivatives; securities lending; long-short debt; pairs trading; leverage; trading on margin; arbitrage; event driven; relative value; credit/distressed debt and offsetting positions in various credit and/or equity instruments, including unsecured and secured debt, fixed income securities denominated in local currency or in the currencies of OECD (Organization for Economic Co-Ordination and Development) countries, preferred stock, common stock, derivatives or capital structure arbitrage. Depending on the specific investment strategies pursued, GLG LLC may invest in one or more of the following, among others: stocks, bonds, debt instruments (investment and non-investment grade), high yield bonds, trade claims/receivables, loans, below-par/distressed bank loans, par/near-par bank loans, debtor-in-possession loans, bridge loans, mezzanine loans, equity instruments (including listed and un-listed securities), private investments in public equity, private equity, exchange-traded funds ("ETFs"), commodities, futures, derivatives or other financial instruments, asset backed securities, convertible and preferred securities, and warrants and other rights to purchase shares, collateralized debt and loan obligations, bank debt, floating rate notes, depository receipts, emerging markets debt, government bonds, municipal bonds, and preferred real or personal property or any other types of assets it can own unless otherwise specified in the Fund’s offering documents or in the managed account’s investment management agreement. The derivative instruments which clients may purchase or sell include, without limitation, credit derivatives, exchange-traded or over-the-counter derivatives, options, swaptions, swaps (including, but not limited to, basket swaps, equity swaps, credit default swaps, interest rate swaps, contracts for difference and total return swaps), and deliverable and non- deliverable forward contracts. Clients also may from time to time purchase or sell currencies, forward currency contracts or other related derivative instruments. GLG LLC clients will incur additional costs when trading securities on swap. GLG LLC may also engage in specific trading strategies such as algorithm trades, short term trading and other investment strategies. GLG LLC may engage in other investment and trading strategies that may be deemed appropriate from time to time. Investment strategies utilized in the management of the Funds are described in greater detail in each Fund’s offering document and each managed account’s investment management agreement. B. Material, Significant or Unusual Risks Relating to Investment Strategies The investment strategies that GLG LLC pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in a Fund or managed account managed by GLG LLC. The following risk factors may not be applicable to all clients. Investments in a Fund are speculative and involve a substantial degree of risk, including the risk that an investor could lose some or all of its investment in a Fund. Prospective investors should carefully consider the risks of investing, which include, without limitation, those set forth below which are more fully described in the applicable Fund's offering documents. These risk factors include only those risks GLG LLC believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by GLG LLC and do not purport to be a complete list or explanation of the risks involved in an investment in a Fund or to clients advised by GLG LLC. Risks of Investments in Financial Instruments Generally Investments in financial instruments involve risks, including the risk that the entire amount invested may be lost. GLG LLC will invest in and actively trade financial instruments using investment techniques with certain risk characteristics, including, without limitation, risks arising from the volatility of the equity markets, the risks of borrowings, the risks of short selling, the potential illiquidity of financial instruments and the risk of loss from counterparty defaults. No guarantee or representation is made that a client’s investment objective will be achieved. GLG LLC may utilize such investment techniques as leverage and margin transactions, limited diversification and options and derivatives trading, which practices can, in certain circumstances, increase the adverse impact to which a client may be subject. Market Risk The financial instruments held by a client are subject to normal market fluctuations and the risks inherent in investment in international financial instruments markets and there can be no assurances that investments will appreciate in value. GLG LLC’s strategies are subject to multiple dimensions of market risk: unexpected directional price movements, momentum pricing continuing to influence economic factors, deviations from historical pricing relationships, changes in the regulatory environment, changes in market volatility, “flights to quality” and “credit squeezes”. The particular or general types of market conditions in which a client may incur losses or experience unexpected performance volatility cannot be predicted, and a client may materially underperform other clients with a substantially similar investment strategy. Flexible Investment Approach GLG LLC has broad investment authority, and may trade long and short in any type of financial instrument, issuer or group of related issuers, country, region and sector that it believes will help a client achieve their investment objective. A client may also invest in and utilize, in order to manage or mitigate risk, currency spot and forward contracts, currency and interest rate futures contracts, OTC and exchange-listed options and options on futures contracts. Additionally, the strategies that GLG LLC may pursue for its clients are not limited to the strategies described herein; furthermore, such strategies may change and evolve materially over time. GLG LLC will opportunistically implement whatever strategies, 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. GLG LLC may utilize such leverage, position size, market exposure, duration and other portfolio management techniques as it believes are appropriate for a client. In addition, any new investment strategy, technique and tactic developed by GLG LLC may be more speculative than earlier investment strategies, techniques and tactics and may involve material and as-yet-unanticipated risks that could increase the risk of investing. Clients may not be informed of any changes in GLG LLC’s strategies, techniques, discretionary approach and tactics, except as required by applicable law. There can be no assurance that GLG LLC will be successful in applying its approach, and there is material risk that a client may suffer significant impairment or total loss of its capital. Importance of Market Judgment The discretionary market judgment of GLG LLC’s investment professionals is integral to the implementation of its strategies. Discretionary action by GLG LLC’s investment professionals is subject to the risk of bad judgment and emotionalism. Due Diligence Process Before making investments, the GLG LLC will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, GLG LLC may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment. Nevertheless, when conducting due diligence and making an assessment regarding an investment, the GLG LLC will rely on the resources available to it, including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation that the GLG LLC will carry out with respect to any investment opportunity may not reveal or highlight certain facts that could adversely affect the value of the investment. Nature of Certain Investments There is no limitation on the size or operating experience of the companies in which a client may invest. Some small companies in which a client may invest may lack management depth or the ability to generate internally or obtain externally the funds necessary for growth. Companies with new products or services could sustain significant losses if projected markets do not materialize. Further, such companies may have, or may develop, only a regional market for products or services and may be adversely affected by purely local events. Such companies may be small factors in their industries and may face intense competition from larger companies and entail a greater risk than investment in larger companies. Co-Investments GLG LLC may offer co-investment opportunities from time to time. Participants in co- investments may have economic or business interests or goals that are inconsistent with those of a Fund, or may be in a position to take (or block) action in a manner that is contrary to a Fund’s investment objectives. Such participants may also have greater transparency or otherwise receive additional information with respect to such co-investment opportunities than investors even though a Fund may have invested in the same asset. The terms of any co-investment will be determined by GLG LLC on a case-by-case basis in its sole discretion and any co-investment opportunity will be presented on an “as is” basis. GLG LLC expects that co-investments will generally be structured through investment funds or similar arrangements to facilitate such investments for legal, tax, regulatory or other purposes, but co- investment opportunities may also be invested directly in parallel with the participants. In such cases, it is possible that a participant in a co-investment may sell some or all of its interest in a co-investment while a Fund retains (or is required to retain) its interest, implying that such Fund risks future losses while the participant in the co-investment has already liquidated its position. Participants in co-investments may engage GLG LLC or its affiliates to advise it with respect to such co-investment opportunity and agree to compensate GLG LLC or its affiliates for such services. A Fund and its investors will not participate in the profits or losses received by the other participants in the co-investments, nor will a Fund or its investors participate in the compensation received by GLG LLC or its affiliates with respect to such co-investment opportunities. Retention and Motivation of Key Employees The success of GLG LLC’s investment strategies is dependent upon the talents and efforts of highly skilled individuals employed by GLG LLC and GLG LLC’s ability to identify and willingness to provide acceptable compensation to attract, retain and motivate talented investment professionals and other employees. There can be no assurance that the GLG LLC’s investment professionals will continue to be associated with GLG LLC and the failure to attract or retain such investment professionals could have a material adverse effect on GLG LLC’s investment strategies. Competition in the financial services industry for qualified employees is intense and there is no guarantee that, if lost, the talents of GLG LLC’s investment professionals could be replaced. Below Investment-Grade Investments Clients may invest in corporate and government debt financial instruments, which may be unrated or below investment grade. It is likely that many of the debt instruments in which the client invests may be unrated, and whether or not rated, the debt instrument may have speculative characteristics. The issuers of such instruments may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal. Such instruments are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, an economic recession could severely disrupt the market for most of these financial instruments and may have an adverse impact on the value of such instruments. It is also likely that any such economic downturn could adversely affect the ability of the issuers of such financial instruments to repay principal and pay interest thereon and increase the incidence of default for such financial instruments. The secondary market for lower and unrated financial instruments will likely be less liquid (or even non-existent) than markets for higher quality financial instruments and, as such, may have an adverse effect on the market prices of certain financial instruments. The illiquidity of the market could make it difficult for the client to sell such financial instruments. There are fewer dealers in the market for lower and unrated financial instruments than investment grade financial instruments. The prices quoted by different dealers may vary significantly and the spread between the bid and asked price is generally much larger than for higher quality instruments. Since investors generally perceive that there are greater risks associated with lower or unrated credit financial instruments, the yields and prices of such financial instruments may tend to fluctuate more than those for higher rated financial instruments. In the lower quality segments of the credit markets, changes in perceptions of issuers’ creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments of the credit markets, resulting in greater yield and price volatility. Investments in Distressed Financial Instruments Clients may invest in “below investment grade” financial instruments and obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, including companies involved in bankruptcy or other reorganization and liquidation proceedings. These financial instruments are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the fact that it may frequently be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power not to enforce covenants or to disallow, reduce, subordinate or disenfranchise particular claims. Such companies’ securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to the client’s investment in any instrument, and a significant portion of the obligations and financial instruments in which the client invests may be less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that GLG LLC will correctly evaluate the value of the assets collateralizing the client’s loans or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company in which the client invests, the client may lose its entire investment, may be required to accept cash or financial instruments with a value less than the client’s original investment and/or may be required to accept payment over an extended period of time. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new financial instrument the value of which will be less than the purchase price to the client of the financial instrument in respect to which such distribution was made. In certain transactions, the client may not be “hedged” against market fluctuations, or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed transaction is consummated. Financial Instruments related to Defaulting Companies Clients may invest in the financial instruments related to companies involved in bankruptcy proceedings, reorganizations and financial restructurings and may have a more active participation in the affairs of the issuer than is generally assumed by an investor. This may subject the client to litigation risks, including litigation brought by other creditors against the client, or prevent the client from disposing of securities. In a bankruptcy or other proceeding, the client as a creditor may be unable to enforce its rights in any collateral or may have its security interest in any collateral challenged, disallowed or subordinated to the claims of other creditors. While GLG LLC will attempt to avoid taking the types of actions that would lead to equitable subordination or creditor liability, there can be no assurance that such claims will not be asserted or that GLG LLC will be able to successfully defend against them. Because other investors may purchase the securities of these companies for the purpose of exercising control or management, the client may be at a disadvantage to the extent that the client’s interests differ from the interests of these other investors. Expenses Associated with Creditor Remedies Bankruptcy proceedings are often lengthy and difficult to predict and could adversely impact a creditor’s return on investment. Administrative costs relating to a bankruptcy proceeding will be paid out of the debtor’s estate prior to any returns to creditors. These costs and the costs associated with a creditor’s exercising of its remedies can be significant and typically are incurred in significant amounts and in irregular periods. By their nature, these expenses frequently must be incurred before the associated investment can appreciate. A client may bear the expenses associated with an investment without receiving the benefit of the subsequent appreciation in value. Suboptimal Structuring of Investments GLG LLC may take into account tax considerations when structuring investments. However, the profitability of the client’s investment strategies relies, in part, on an ability to take control positions or acquire voting rights. In addition, the client may in certain circumstances invest in SPVs that are corporations for US federal income tax purposes and any return experienced by the client on such SPVs will be net of taxes. The client’s profitability also depends on efficient financing of investments. In balancing these considerations, which may be in tension, the client may structure certain investments in a manner that is suboptimal from a tax perspective, suboptimal from a control or voting perspective, suboptimal from a financing efficiency perspective, or some combination of these. Capital Structure Arbitrage The success of certain strategies depends on the ability of GLG LLC to identify and exploit the relationships between movements in different financial instruments within an issuer’s capital structure (including bank debt, convertible and non-convertible senior and subordinated debt and preferred and common stock). Identification and exploitation of these opportunities involves uncertainty. There can be no assurance that GLG LLC will be able to locate investment opportunities or to correctly exploit price discrepancies. A reduction in the pricing inefficiency of the markets in which GLG LLC will seek to invest will reduce the scope for the client’s investment strategies. In the event that the perceived mis-pricing underlying the client’s positions fail to materialize, these investment strategies could be unsuccessful or result in losses. Direct Lending Investment firms participating in the loan markets is a relatively new development, and it is uncertain how successful hedge fund strategies — involving theoretical pricing models, hedging through supposedly similar (but not identical) asset classes and leverage (among other factors) — will be in trading in these markets. Trade Claims, Litigation Claims and Litigation Stubs The client may acquire trade claims — i.e., amounts due from a company to its suppliers — as well as litigation claims — i.e., claims against a target company — and litigation stubs — i.e., a piece of an escrow or hold back that will receive a distribution depending on certain outcomes in a case. Trade claims, litigation claims and litigation stubs are not “securities” for regulatory purposes, and the client, in investing in these claims and stubs, will not have the protection of the securities laws. Trade claims, litigation claims and litigation stubs are typically highly illiquid. Trade claims may have a relatively junior position as compared to securities and other debt owed by the issuer. There may be defenses to trade claims — for example, the services or products furnished not meeting specifications — and to litigation claims of which the GLG LLC may not be aware at the time of the client’s acquisition of such claims. Litigation claims and litigation stubs can be costly and it may take several years for the proceeds arising from such to be realized. Bank Loans and Participations Clients may invest in fixed- and floating-rate bank loans and participations. The special risks associated with these obligations include: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) environmental liabilities that may arise with respect to the collateral securing the obligations; (iii) adverse consequences resulting from participating in such loans with other institutions which may default on their obligation to provide additional funding under such loans; and (iv) limitations on the ability of the investor in a participation directly to enforce the lender’s rights under such loans. In recent years, a number of judicial decisions have upheld the right of borrowers to sue lending institutions based on various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated its duty (whether implied or contractual) of good faith and fair dealing owed to a borrower or has assumed a degree of control over the borrower resulting in the lender assuming a fiduciary duty to the borrower and/or its other creditors or shareholders. Clients could be subject to allegations of lender liability. Clients may also invest in pools of mortgage-related loans and loan participations originated by banks and other financial institutions. These pools may include highly-leveraged loans to borrowers with below investment-grade credit ratings. Such loans typically 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 often provides the lenders with extensive information about its business that is not generally available to the public. To the extent that a client obtains such information and it is material and non-public, clients will be unable to trade in the securities of the borrower until the information is disclosed to the public or otherwise ceases to be material, non-public information. Clients may invest directly or through participations in loans with revolving credit features or other commitments or guarantees to lend funds in the future. A failure by the client to advance requested funds to a borrower could result in claims against the client and in possible assertions of offsets against amounts previously lent. The client may acquire interests in bank loans and other debt obligations either directly (by way of sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, in certain cases its rights may be more restricted than those of the assigning institution. A participation interest in a portion of a debt obligation typically results in a contractual relationship with only the institution acting as a lender under the credit agreement, not with the borrower. To the extent it holds participation interests, the client generally will have no right to exercise the rights of the lender under the credit agreement, including the right to enforce compliance by the borrower with the terms of the loan agreement or approve amendments or waivers of terms, nor will the client have any rights of set-off against the borrower, and the client may not directly benefit from the collateral supporting the debt obligation in which they have purchased the participation. As a result, the client will be exposed to the credit risk of both the borrower and the institution selling the participation. Investments in loans through direct assignment of a financial institution’s interests with respect to a loan may involve additional risks to the client. For example, if the loan is foreclosed, the client could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, under legal theories of lender liability, the client could be held liable as a co-lender. In the case of loan participations, direct debt securities may also involve a risk of insolvency of the lending bank or other intermediary. Direct debt securities that are not in the form of securities may offer less legal protection to the client in the event of fraud or misrepresentation. In the absence of definitive regulatory guidance, the client may rely on GLG LLC’s research to attempt to avoid situations where fraud or misrepresentation could adversely affect the client. Bank loans may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what GLG LLC believes to be a fair price. In addition, bank loans often are less liquid than other types of debt securities (particularly in times of significant market dislocation). Bank loans that are fully secured may offer the client more protection than an unsecured loan in the event of non-payment of scheduled interest or principal. However, there can be no assurance that the liquidation of any collateral from a secured bank loan would satisfy the borrower’s obligation, or that such collateral could be liquidated. In the event of the bankruptcy of a borrower, the client could experience delays or limitations in its ability to realize the benefits of any collateral securing a bank loan. Also, the client may invest in bank loans that are unsecured. Purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of principal and interest. Direct debt securities may not be rated by any rating agency. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks, and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a small fraction of the amount owed. A loan often is administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. Unless, under the terms of the loan or other indebtedness, the client has direct recourse against the borrower, it may have to rely on the agent to apply appropriate remedies against a borrower. Bank loans are subject to prepayment risks. The degree to which borrowers prepay bank loans, whether as a contractual requirement or at their election, may be affected by, among other factors: general business conditions, the financial condition of the borrower and competitive conditions among lenders. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which the client derives interest income will be reduced. The effect of prepayments on the client’s performance may or may not be mitigated by the receipt of prepayment fees and/or the client’s reinvestment of prepayments in other bank loans or other investments that have similar or identical yields. Equitable Subordination Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower; (ii) engages in other inequitable conduct to the detriment of such other creditors; (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors; or (iv) uses its influence as a stockholder to dominate or control a borrower to the detriment of other creditors of such borrower, a court may elect to subordinate the claim of the offending lender to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” The risk of a successful equitable subordination action may be increased to the extent that the client owns equity securities of a borrower or GLG LLC serves on creditors’ committees with respect to a defaulted or restructured asset or otherwise. With respect to a loan for which a third-party lender acts as agent but in which the client is participating, the client may be unable to prevent such agent from engaging in conduct that would form the basis for a successful cause of action based upon lender liability or equitable subordination. Fraudulent Conveyance Considerations; Preferences; Recharacterization of Debt Various creditor-protection laws, which differ materially from jurisdiction to jurisdiction, provide for the potential invalidation, subordination or recharacterization of certain debt obligations (which the client may acquire). For example, if a court were to find that a borrower did not receive fair consideration or reasonably equivalent value for incurring the indebtedness evidenced by an investment and/or granting any security interest or other lien securing such investment, and, after giving effect to such indebtedness, the borrower: (i) was insolvent; (ii) was engaged in a business for which the assets remaining in such borrower constituted unreasonably small capital; or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could invalidate such indebtedness and such security interest or other lien as fraudulent conveyances, subordinate such indebtedness to existing or future creditors of the borrower and/or recover amounts previously paid on such investment by the borrower (including to the client). If a court were to determine that an advance of funds to a borrower is in fact equity and not debt, such court may recharacterize the advance as common equity, subordinated to all indebtedness. If an issuer in which the client has an investment becomes insolvent, any payment made on such investment may be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year) before insolvency. In general, if payments on an investment are voidable, whether as fraudulent conveyances or preferences, such payments can be recaptured either from the initial recipient or from subsequent transferees of such payments. To the extent that any such payments are recaptured from the client, the resulting loss will be borne by the investors in the client. Whole Loans GLG LLC may cause the client to acquire whole loans. When the client holds a whole loan, GLG LLC will be responsible for dealing directly with the issuer — which can both consume valuable GLG LLC resources which could be more profitably employed in other investments as well as subjecting the client to all the uncertainties, expenses and adversary proceedings which surround foreclosures in general. Risks of Property Ownership The client may be required, perhaps to a degree substantially greater than it anticipated, to attempt to enforce security interests, including through foreclosures on commercial or residential real estate. The foreclosure process, although designed to be expedited in many jurisdictions, can involve all the uncertainty and potential delays of any legal process as well as the related expense. Moreover, once property has been acquired, (whether through foreclosure or consent), the client will be subject to all the risks and expense of a property owner. If the client is forced by market conditions to hold a property for a longer holding period or for a higher holding cost than expected, the results could be materially adverse to the client and its prospects. Difficulty of Exercising Remedies In the event the issuer of one or more of the client’s investments is or becomes insolvent, it may be difficult for the client to exercise its rights and remedies as a creditor or to otherwise effect a planned reorganization, restructuring or bankruptcy. The client may make investments in restructurings and workouts that involve companies that are experiencing, or are expected to experience, severe financial difficulties, which may never be overcome and may lead to uncertain outcomes. Courts and other governmental bodies typically have broad discretion to control the terms of a reorganization, and political factors may be of significant importance in the more high profile bankruptcies. For example, in order to protect net operating losses of a company in bankruptcy, a governmental body might take any number of actions, including prohibiting or limiting the transfer of claims held by certain classes of creditors. Such a prohibition could have a material adverse effect on the value of certain investments made by the client. For example, the client might be prohibited from liquidating investments that are declining in value. If the client is unable to effectively assert its rights and remedies in court or other proceedings, it may not be able to implement its strategy with respect to one or more investments and, as a result, may incur substantial losses. Subordination, “Cramdowns” and Dilution The client as the creditor of an issuer can find itself subordinated to otherwise junior creditors, depending on the laws of the applicable jurisdiction. For example, a bankrupt issuer may be able to apply under local law to the relevant court for “debtor-in-possession,” or similar financing, in order to obtain new capital for its operations. The persons who invest such new capital will take a senior position to the client, even though the client was previously senior to such persons. The client may or may not be given an opportunity to participate in such financing. A reorganization plan approved by any judicial or administrative body may result in a number of different creditors being compelled to accept materially adverse changes to the terms of the debt that they hold — including reduced interest rates, extended maturities and reduced acceleration rights. Such “cramdowns” may be imposed at the discretion of such governmental bodies in order to give the issuer a better chance of remaining economically viable. In a reorganization, substantial amounts of equity are often issued to the senior lenders in return for the extinguishment of their debt. This can result in substantial dilution to an equity position previously acquired by the client — either directly or through the acquisition of convertible debt. Uncertainties of Foreclosure Process If it becomes necessary to foreclose on the assets underlying a loan acquired by the client, significant uncertainty may arise as to the outcome of the proceeding. Courts or other arbiters typically have broad discretion as to how they deal with the claims of different creditors, and the claims of secured creditors may not — despite their legal entitlement — always be respected as a matter of policy. General Risks of Real Estate Collateral In making loans secured by real estate, the client will be subject to all of the risks inherent in investing in real estate and real estate-related investments. These risks may include, without limitation, general and local economic and social conditions, fluctuations in real estate values, the financial resources of tenants, vacancies, changes in tax, zoning, building, environmental and other applicable laws, real property tax rates, changes in interest rates and the availability of mortgage funds. Such risks also include fluctuations in occupancy rates, rent schedules and operating expenses, which could adversely affect the value of the properties. There can be no assurance of profitable operations for any real estate property, or the repayment of any debt investment made by the client, that is secured by such property. The cost of operating a property may exceed the rental income it generates, and the client may be forced to advance funds to protect an equity investment, forego the receipt of interest income on debt investments and/or dispose of commercial real estate collateral on disadvantageous terms. Uncertain Recovery Value of Collateral The investments made by the client may or may not be secured. To the extent potential investments are secured, a substantial component of GLG LLC’s analysis of the desirability of making such investments relates to the estimated residual or recovery value of such investments in the event of the insolvency of the issuer. This residual or recovery value will be driven primarily by the value of the underlying assets constituting the collateral for such investment. The value of collateral can, however, be extremely difficult to predict and in certain market circumstances there could be little, if any, market for such assets. Moreover, depending upon the status of these assets at the time of an issuer’s default, they may be substantially worthless. The types of collateral owned by the issuers in which the client will invest will vary widely. Furthermore, GLG LLC’s evaluation of the residual/recovery value of collateral as well as likely near- to mid-term market conditions depends in substantial part on the integrity of the data gathered by GLG LLC. Not only may such data prove to be unreliable but, even if reliable, changing markets and regulations may cause such data not to be representative of current market conditions. Debtor-in-Possession Financing, Rescue Financing, Bridge Financing From time to time the client, instead of acquiring financial instruments in the secondary market, may act as a direct lender to distressed companies through syndicated or bilateral credit facilities, including “rescue financings,” bridge financings, and debtor-in-possession loans extended within the context of a Chapter 11 (US Bankruptcy Code) process. These investments will likely take the form of debt and will be identified and evaluated in the same manner as any other client investment, but with the difference that GLG LLC will typically deal directly with such distressed company in question in structuring the client’s investments and have greater flexibility to structure the terms of such investments to the particular circumstances involved (whereas in acquiring financial instruments in the secondary market, GLG LLC has little, if any, ability to negotiate their terms). The timing of these investments — i.e., at what stage of the “distressed debt cycle” the distressed company is in when the client invests — will vary based on the individual circumstances of each distressed company. In these situations, the client may attempt to manage its exposure to issuer-specific idiosyncratic risk by structuring the terms of its investment (e.g., requiring additional collateral and/or “put” rights), conducting ongoing due diligence, holding regular meetings with management and, in certain cases, syndicating portions of its investment to third parties. Inadvertent Receipt of Confidential Information In making debt investments, especially in distressed debt securities, loans and other investments, investors often receive material non-public information which prevents them from executing additional transactions in the securities of a given issuer (for example, shorting the equity of such issuer as part of a “special situations” trade). GLG LLC may participate in creditors’ committees. Participation on such committees may result in GLG LLC’s receiving “material non-public information”. If GLG LLC receives such information, it would be precluded from trading in a given issuer’s securities on behalf of the client. Investments in Emerging Markets GLG LLC may invest a client’s assets in securities of emerging market companies. Investing in emerging markets involves additional risks and special considerations not typically associated with investing in other more established economies or markets. Such risks may include (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty, including war; (iii) higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity and smaller capitalization of markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations on realization of investments, repatriation of invested capital and on the ability to exchange local currencies for Euros; (viii) increased likelihood of governmental involvement in and control over the economy; (ix) governmental decisions to cease support of economic reform programs or to impose centrally planned economies; (x) differences in auditing and financial reporting standards which may result in the unavailability of material information about issuers; (xi) less extensive regulation of the markets; (xii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (xiii) less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors; and (xiv) certain considerations regarding the maintenance of client’s financial instruments with brokers and securities depositories. Repatriation of investment income, assets and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging countries. A client could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by withholding taxes imposed by emerging market countries on interest or dividends paid on financial instruments held by a client or gains from the disposition of such financial instruments. Lack of adequate custodial systems in some emerging market countries may prevent investment in a given country or may require a client to accept greater custodial risks in order to invest in such countries. Clients should also note that settlement mechanisms in emerging markets are generally less developed and reliable than those in more developed countries and that this therefore increases the risk of settlement default, which could result in substantial losses for a client in respect of investments in emerging markets. Clients should also note that the securities of companies domiciled in emerging markets are less liquid and more volatile than more developed stock markets and this may result in fluctuations in client portfolios. Custodian expenses for a portfolio of emerging markets securities are generally higher than for a portfolio of securities of issuers based in developed countries. Economies in emerging market countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be affected adversely by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be affected adversely by economic conditions in the countries in which they trade. There may be a lack of liquidity for emerging market securities; interest rates and relevant currency exchange rates may be more volatile; sovereign limitations on these investments may be more likely to be imposed; there may be significant balance of payment deficits; and their economies and markets may respond in a more volatile manner to economic changes than those of developed countries. A client may invest in sovereign debt securities of emerging market governments. Investments in such securities involve special risks. The issuer of the debt or the governmental authorities that control the repayment of debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt, and in turn the NAV, to a greater extent than volatility inherent in non-emerging market fixed income securities. A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy towards principal international lenders and the political constraints to which a sovereign debtor may be subject. Emerging market governments could default on their sovereign debt. Such sovereign debtors also may be dependent on expected disbursements from foreign governments, multinational agencies and other entities abroad to reduce principal and interest arrears on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a sovereign debtor’s implementation of economic reforms and/or economic performance and the timely service of such debtor’s obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due, may result in the cancellation of such third parties’ commitments to lend funds to the sovereign debtor, which may further impair such debtor’s ability or willingness to service its debts in a timely manner. In emerging markets, there is often less governmental supervision and regulation of business and industry practices, stock exchanges, OTC markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision which is in place may be subject to manipulation or control. Some emerging market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements. In certain cases, the laws and regulations governing investments in securities may not exist or may be subject to inconsistent or arbitrary appreciation or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. A client may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments. Investment in securities listed on Russian exchanges is subject to heightened risks. Political and economic instability may occur and is likely to have a greater impact on the securities markets and the economy in Russia. Foreign investment is affected by repatriation and currency convertibility. Adverse government policies and taxation laws may also have an impact on investments. The legal and regulatory environment is sometimes uncertain and the standards of corporate governance, accounting, auditing and reporting standards may not provide the same degree of investor information and protection as would apply in more developed markets. Furthermore, the settlement, clearing, registration and custody procedures may be underdeveloped which increases the risk of error, fraud or default. Emerging Market Inflation Some countries in which a client may invest have experienced substantial rates of inflation in recent years. Inflation and rapid fluctuations in inflation rates have had, and may in the future have, negative effects on the economies and securities markets of certain emerging economies. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on a client’s investments in these countries or the client’s returns from such investments. Taxation Taxation of dividends and capital gains received by non-residents varies among emerging countries and, in some cases, tax rates are high compared to developed countries. In addition, developing countries typically have less well-defined tax laws and procedures. With respect to certain countries, there is a possibility of expropriation, confiscatory and imposition of withholding or other taxes on dividends, interest, capital gains, gross sale or disposition proceeds or other income. Risk of Errors and Omissions in Information Companies in emerging countries are generally subject to less stringent and less uniform accounting, auditing and financial reporting standards, practices and disclosure requirements than those applicable to companies in developed countries. In particular, valuation of assets, depreciation, exchange differences, deferred taxation, contingent liabilities and consolidation may be treated differently from accounting standards in more developed countries. Consequently, there is less publicly available information about an emerging country company than about a company in a developed market. Furthermore, the quality and reliability of official data published by the government or securities exchanges in emerging markets may not accurately reflect the statistics being reported. Government Involvement in Private Sector Government involvement in the private sector varies in degrees among the emerging countries in which the client may invest. Such involvement may include government ownership, wage and price controls or imposition of trade barriers or other protectionist measures. Legal Risk Many of the laws that govern private and foreign investment, securities transactions, creditors’ rights and other contractual relationships in emerging markets are new and largely untested. As a result, the client may be subject to a number of unusual risks, including inadequate investor protection, contradictory legislation, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and confidentiality customs characteristic of developed markets, and lack of enforcement of existing regulations. Regulatory controls and governance of companies in developing countries may confer little protection on investors. Anti-fraud and anti-insider trading legislation is often rudimentary. The concept of fiduciary duty is also limited when compared to such concepts in developed countries. In certain instances, management may take significant actions without the consent of investors. This difficulty in protecting and enforcing rights may have a material adverse effect on the client and its operations. Furthermore, it may be difficult to obtain and enforce a judgment in certain of emerging market countries in which client assets are invested. Investment and Repatriation Restrictions Some countries have laws and regulations that currently preclude direct foreign investment in the securities of their companies. However, indirect foreign investment in the securities of companies listed and traded on the stock exchanges in these countries is permitted by certain countries through investment funds which have been specifically authorized. A client may invest in these investment funds. If a client invests in such investment funds, they will indirectly bear expenses of the underlying investment funds. In addition to the foregoing investment restrictions, prior governmental approval for foreign investments may be required under certain circumstances in some emerging countries. Repatriation of investment income, assets and the proceeds of sales by foreign investors may require governmental registration and/or approval in some countries. A client could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by withholding taxes imposed by countries on interest or dividends paid on securities held by a client or gains from the disposition of such securities. Small and Mid-Capitalization Risks Investments in unseasoned and small and mid-capitalization companies may expose a client to greater investment risk. Investments in the securities of these companies may present greater opportunities for growth but also involve greater risks than are customarily associated with investments in securities of more established and larger capitalized companies. The securities of less seasoned and smaller capitalized companies are often traded in the OTC market and have fewer market makers and wider price spreads, which may in turn result in more abrupt and erratic market price movements and make a client’s investments more vulnerable to adverse general market or economic developments than would investments only in large, more established companies. It is more difficult to obtain information about less seasoned and smaller capitalization companies because they tend to be less well known and have shorter operating histories and because they tend not to have significant ownership by large investors or be followed by many securities analysts. Additionally, these companies may have limited product lines, markets or financial resources, or they may be dependent upon a limited management group that may lack depth and experience. Investments in larger and more established companies present certain advantages in that such companies generally have greater financial resources, more extensive research and development, manufacturing, marketing and service capabilities, more stability and greater depth of management and technical personnel. Investing in Developing Europe A client may invest in less developed European countries. The economies of such countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. Business entities in these countries have only a limited history of operating in a market-oriented economy, and the ultimate impact of such countries' attempts to move toward more market-oriented economies is currently unclear. The social and economic difficulties resulting from local corruption and crime could adversely affect the value of a client’s investments. These countries have been developing a body of real property, securities and tax laws and laws governing corporations and other business entities. Such legal structures governing private and foreign investment and private property, where they have been implemented, are new. Laws may not exist to cover all business and commercial relationships or to protect the holders of interests in equity or debt securities adequately. Laws, regulations, and legal interpretations in less developed European countries can change quickly and unpredictably in a manner far more volatile than in the United States and certain of the more developed European countries. These changes could materially and adversely affect a client’s investments. Non-G7 Investments GLG LLC may invest a portion of client assets in securities of non-G7 companies which are traded in non-G7 markets. Investing in the securities of companies in non-G7 countries involves certain considerations not usually associated with investing in securities of G7 companies or G7 markets, including: political and economic considerations, such as greater risks of expropriation and nationalization, confiscatory taxation, the potential difficulty of repatriating funds, general social, political and economic instability and adverse diplomatic developments, the possibility of imposition of withholding or other taxes on dividends, interest, capital gain, gross sale or disposition proceeds or other income; the small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility, fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict the client's investment opportunities. In addition, accounting and financial reporting standards that prevail in please register to get more info

DISCIPLINARY INFORMATION A. Criminal or Civil Proceedings In an administrative proceeding described in Item 9B below, the SEC alleged that GLG Partners LP, an affiliate of GLG LLC, did not maintain sufficient controls relating to the valuation of Level 3 assets and as a result a private equity asset was overvalued from November 2008 through November 2010, resulting in inflated fee revenue of $7,766,667 for GLG Partners LP and GLG Partners, Inc. (“GPI”), and that the overvaluation led to misstatements in GPI’s filings with the SEC relating to the period from 2008 through the second quarter of 2010. Without admitting or denying the SEC’s allegations, on December 12, 2013, GLG Partners LP and GPI agreed to each pay a civil money penalty in the amount of $375,000, as well as to other remedial measures described in Item 9B below. B. Administrative Proceedings Before Regulatory Authorities In an administrative proceeding, the SEC alleged that GLG Partners LP did not maintain sufficient controls relating to the valuation of Level 3 assets and that, as a result, relevant information relating to the valuation of a single private equity asset was not provided to the Independent Pricing Committee in a timely manner. The SEC alleged that, as a result of the inadequacies of GLG Partners LP’s controls, the private equity asset was overvalued from November 2008 through November 2010, resulting in inflated fee revenue of $7,766,667 for GLG Partners LP and GPI, and that the overvaluation led to misstatements in GPI’s filings with the SEC relating to the period from 2008 through the second quarter of 2010. Without admitting or denying the SEC’s allegations, on December 12, 2013, GLG Partners LP and GPI consented to the entry of an administrative order and agreed to pay disgorgement of $7,766,667, plus pre- judgment interest of $437,679. In addition, GLG Partners LP and GPI each agreed to pay a civil money penalty in the amount of $375,000, as well as to other remedial measures, including the appointment of an external consultant to review the pricing policy and procedures around the valuation of Level 3 assets. please register to get more info

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS A. Broker-Dealer Registration Status GLG LLC is not registered as a broker-dealer and does not have any application pending to register with the SEC as a broker-dealer. GLG LLC utilizes the sales team of its affiliate, Man Investments Inc. (“MII”), to assist in the marketing of its investment services. MII is a limited purpose broker-dealer registered with the SEC and a member of Financial Industry Regulatory Authority, Inc. ("FINRA"). MII acts as solicitor, selling agent and/or investor servicing agent for certain GLG LLC clients and Funds for which it may be compensated as agreed between GLG LLC and MII. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status GLG LLC is registered as a commodity pool operator with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”). C. Material Relationships or Arrangements with Industry Participants GLG LLC is affiliated with and under common ownership with the following New York based entities: FRM Investment Management (USA) LLC (“FRM USA”), an investment adviser registered with the SEC and a commodity pool operator and commodity trading advisor registered with the CFTC and a member of the NFA, Man Solutions (USA) LLC, an investment adviser registered with the SEC, Silvermine Capital Management LLC an investment adviser registered with the SEC and Man Investments Inc., a limited purpose broker dealer registered with the SEC and member of FINRA which provides marketing and placement agent services to affiliated entities. GLG LLC, Man Solutions (USA) LLC, Silvermine Capital Management LLC and Man Investments Inc. share office space. FRM USA may, on behalf of its clients and/or funds, invest in the Funds advised or sub-advised by GLG LLC or its affiliates. Nevertheless, FRM USA undergoes the same due diligence process for investments it considers in Funds advised by GLG LLC as it would for unaffiliated funds. In addition, from time to time GLG LLC provides sub-advisory or other investment management services to clients of Man Solutions Limited. Man Solutions Limited is an affiliated investment adviser which provides customized portfolios to its clients across strategies managed by its affiliates, including GLG LLC, In addition, GLG LLC is affiliated and under common ownership with Numeric Investors LLC, based in Boston, MA which is an investment adviser registered with the SEC, a commodity pool operator registered with the CFTC and a member of the NFA and Man Global Private Markets (USA) Inc., based in Charlotte, NC which is an investment adviser registered with the SEC. Man Global Private Markets (USA) Inc. also has an office in New York which is shared with GLG LLC. GLG LLC is also affiliated and under common ownership with the following London based entities which are authorized and regulated by the Financial Conduct Authority: GLG Partners LP, an investment adviser registered with the SEC, a commodity pool operator registered with the CFTC and a member of the NFA; AHL Partners LLP, an investment adviser registered with the SEC, a commodity pool operator and commodity trading advisor registered with the CFTC and a member of the NFA; Man Solutions Limited, an investment adviser registered with the SEC, a commodity pool operator registered with the CFTC and a member of the NFA; Man Global Private Markets (UK) Limited, an investment adviser registered with the SEC; Man Group Investments Limited; and Man Fund Management UK Limited. Man Solutions Limited is an affiliated investment adviser which provides customized portfolios to its clients across strategies managed by its affiliates, including GLG LLC. GLG LLC is also affiliated and under common ownership with GLG Partners Hong Kong Limited and Man Investments (Hong Kong) Limited, both licensed by the Hong Kong Securities and Futures Commission, Man Asset Management (Ireland) Limited an investment adviser regulated by the Central Bank of Ireland, Man Asset Management (Cayman) Limited, a manager regulated by the Cayman Islands Monetary Authority and Man Investments AG (“MIAG”) an entity that is registered with the Swiss Financial Market Supervisory Authority. Certain of GLG LLC’s Funds have a distribution agreement with MIAG. Furthermore, GLG LLC is affiliated and under common ownership with Man Group Japan Limited Tokyo Branch, based in Japan and licensed by the Financial Services Agency. GLG LLC, its affiliates and its personnel serve as investment advisers and investment managers to multiple pooled investment vehicles and managed accounts. GLG LLC may manage accounts on behalf of its affiliates alongside its clients. GLG LLC, its affiliates and its personnel may take action or give advice with respect to certain clients and accounts that differs from the advice given to other clients and accounts. Specifically, there may be times whereby the advice given to clients and accounts is opposite of the advice given to other clients and accounts due to differences in investment strategy, redemptions/subscriptions or other factors. GLG manages each client in accordance with its respective investment objectives and guidelines. GLG LLC, its affiliates and its personnel will devote as much time to the activities of each client or account as they deem necessary and appropriate and the amount of time devoted to different clients and accounts may vary. D. Material Conflicts of Interest Relating to Other Investment Advisers GLG LLC does not recommend or select other third party investment advisers for its clients. An affiliate may from time to time seed funds to which GLG LLC may provide investment management services. Potential and actual conflicts of interest may arise from the activities described herein. GLG LLC has established policies and procedures to monitor and to the extent possible resolve conflicts of interest and will endeavor to resolve conflicts with respect to investment opportunities in a manner it deems appropriate and equitable to the extent possible under the prevailing facts and circumstances. GLG LLC may be subject to conflicts of interest from time to time in performing its respective duties to Funds and managed accounts. Any such conflict of interest could have a material adverse effect on clients. When a conflict of interest arises GLG LLC will endeavor to ensure that the conflict is resolved or managed appropriately and fairly. Furthermore, GLG LLC has substantial incentives to see the assets of clients appreciate in value and merely because an actual or potential conflict of interest exists does not mean that it will be acted upon to the detriment of clients. GLG LLC is permitted to manage and/or advise other managed accounts and funds, some of which may have objectives similar to those of its existing clients, including without limitation other funds or accounts in which GLG LLC or its affiliates may have an interest. please register to get more info

CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING A. Code of Ethics GLG LLC strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. Accordingly, GLG LLC has adopted a Global Code of Ethics (the “Code”) that is supplemented by additional policies and procedures that are designed to reinforce its institutional integrity, and to set forth procedures and limitations which govern, amongst other matters, the personal securities transactions of its employees. The Code was developed to promote the highest standards of behavior and to ensure compliance with all applicable regulations. The Code applies to all GLG LLC employees. The Code contains policies and procedures that, among other things:  Require employees to observe fiduciary duties owed to clients;  Prohibit employees from taking personal advantage of opportunities belonging to clients;  Prohibit trading on the basis of material nonpublic information;  Require employees to comply with anti-money laundering requirements;  Place limitations on personal trading by employees and impose pre- clearance and reporting obligations with respect to such trading (with the exception of certain security types);  Impose limitations on the giving or receiving of gifts and entertainment;  Restrict employee outside business activities;  Require employees to disclose family members’ business activities that may present a conflict;  Require pre-clearance on political contributions; and  Prohibit disclosure by employees of confidential information of GLG LLC and its clients. GLG LLC's employees are subject to the prohibition on trading on the basis of material nonpublic information and to the limitations and pre-clearance requirements on personal trading. Employee personal trades in securities covered by the Code are monitored by the Chief Compliance Officer or designee and governed by the procedures set forth in the Code. Employees may from time to time have proprietary investments in which clients advised or sub-advised by GLG LLC also take a position, may trade and invest simultaneously with such clients, and may take investment positions that are different from or opposite to the positions taken by such clients. In general, all personal securities transactions (except for unaffiliated US open-ended mutual funds, US Treasury securities, or other permitted investments listed in the Code) are subject to pre-clearance by the Chief Compliance Officer, or designee. A copy of GLG LLC's Code is available to clients and prospective clients upon request by contacting CompNY@man.com. Furthermore, GLG LLC has adopted procedures to prevent and detect misuse of material nonpublic information. Specifically, GLG LLC's procedures prohibit any employee from trading, either personally or on behalf of others (such as client accounts advised or sub- advised by GLG LLC), while in possession of material nonpublic information, and prohibit employees from communicating material nonpublic information to others in violation of the law. From time to time, as part of its business activities, GLG LLC or its affiliates may come into possession of material non-public information concerning specific issuers. Under applicable laws and GLG LLC's procedures, this may limit GLG LLC's flexibility to buy or sell securities of such issuers. GLG LLC clients are subject to Man’s Cluster Munitions and Anti-Personnel Mines Policy, which is designed to ensure compliance with The Convention on Cluster Munitions and relevant laws. This may limit GLG LLC’s flexibility to buy or sell securities of issuers that, among a range of other activities, are involved in cluster munitions, anti-personnel mines or other controversial weapons for its clients.

In addition, considers and in some cases applies environmental, social and governance certain GLG LLC clients may be subject to the Man Responsible Investment framework which considers responsible investment criteria when making investment decisions. GLG LLC and its affiliates are subject to certain position limits, including commodities. Under applicable laws and internal procedures, this may limit GLG LLC’s flexibility to buy certain futures contracts or derivatives thereon.

Related persons and personnel of GLG LLC and its affiliates (the "Advisory Affiliates") may invest in or have a financial interest in the Funds and may not invest in all such Funds. It is expected that the size of these investments or the financial interest will change over time. Potential conflicts may arise due to the fact that the Advisory Affiliates may have investments or financial interests in some Funds but not in others or may have different levels of investments or financial interests in various Funds, and because the Funds may pay different levels of fees. In addition, certain Advisory Affiliates may from time to time make personal investments in securities or financial instruments which may be appropriate for, may be held by, or may fall within client investment guidelines. Such Advisory Affiliates may buy, sell, or hold securities or other financial instruments for their own accounts while entering into different investment decisions for one or more clients. These activities may adversely affect the prices and availability of securities or financial instruments held by or potentially considered for one or more clients. From time to time, GLG LLC or the Advisory Affiliates may form and manage additional pooled investment vehicles and advise other client accounts with similar or different investment strategies as the Funds or managed accounts currently advised or sub-advised by GLG LLC. It may be appropriate for more than one Fund or managed account advised by GLG LLC to trade in the same securities at the same time. GLG LLC has policies and procedures to manage the conflicts of interest in connection with such trades. B. Securities that the Investment Adviser or a Related Person Has a Material Financial Interest. 1. Cross Transactions and Principal Transactions Cross transactions may be effected on behalf of clients in connection with portfolio rebalancing or other situations such as cash flow events, among others. Such cross transactions may be arranged through a broker and effected at an independently verifiable current price where such can be ascertained. For cross trades involving non-exchange traded securities, to the extent possible, quotes are obtained from different brokers. Commissions may or may not be charged in cross trades. GLG LLC receives no fee or compensation in connection with such activity and seeks to comply with the requirements of the Advisers Act or other applicable law for cross trades whether agency or principal. A determination will be made as to whether a cross transaction is appropriate for a given client or in a given transaction and in accordance with any client or regulatory restrictions. Each cross transaction will be performed consistently with GLG LLC's policies and procedures. To the extent that a cross transaction may be viewed as a principal transaction, GLG LLC will comply with the requirements of Section 206(3) of the Advisers Act with respect to any client or Fund, including that GLG LLC will notify the applicable client (or an independent representative of the client) in writing of the transaction and obtain the client's consent (or the consent of an independent representative of the client). GLG LLC does not consider inadvertent cross transactions that may take place in the market as a result of investment decisions taken by GLG LLC and its affiliates as cross transactions or principal transactions. 2. Allocation of Investment Opportunities GLG LLC provides discretionary advisory or sub-advisory investment advice and/or management services to Funds, client accounts and proprietary funds or accounts (each an “Account”) that may seek to invest in the same investment opportunities. In addition, GLG LLC affiliates provide investment advice to multiple client accounts that may seek to invest in the same investment opportunities as GLG LLC's clients. This will create potential conflicts and potential differences among Accounts, particularly where there is limited availability or limited liquidity for those investments. GLG LLC has developed policies and procedures that provide that investment opportunities will be allocated and purchase and sale decisions will be made among these Accounts in a manner that is considered to be reasonable and equitable and in a manner that is consistent with each Account’s investment objectives and guidelines. GLG LLC may determine that an investment opportunity or particular purchases or sales are appropriate for one or more Accounts, but not for other Accounts, or are appropriate for or available to certain Accounts but in different sizes, terms, or timing than is appropriate for others. GLG LLC will make allocations for Accounts of such investments with reference to numerous factors including, without limitation, GLG LLC's perception of the appropriate risks and rewards for each Account, investment objectives and guidelines of each Account, leverage of each Account, the liquidity of the Account at the time of the investment and on a going- forward basis, risk parameters for each Account, regulatory restrictions affecting the client, in the case of offerings (initial or secondary), the size of the offering and such other factors as are relevant in the judgment of GLG LLC. Although allocating orders among Accounts may create potential conflicts of interest because of the interests of GLG LLC, its affiliates or its employees or because GLG LLC may receive greater fees or compensation from one Account over another, GLG LLC will not make allocation decisions based on such interests or greater fees or compensation. Allocation among Accounts in any particular circumstance may be more or less advantageous to any one Account. In addition, transactions in investments by multiple Accounts may have the effect of diluting or otherwise impairing the values, prices or investment strategies of an individual Account, particularly, but not limited to, in small capitalization, emerging market, or less liquid strategies. Therefore, the amount, timing, structuring, or terms of an investment by some clients may differ from, and performance may be lower than, investments and performance of other clients. In addition, GLG LLC may acquire securities or other financial instruments of an issuer for one Account that are senior or junior to securities or financial instruments of the same issuer held by, or acquired for, another Account (e.g., one Account may acquire senior debt while another Account may acquire subordinated debt). Furthermore, GLG LLC may pursue investment strategies for certain Accounts that may have different objectives and in some cases may conflict with the investment strategies of other Accounts. GLG LLC recognizes that conflicts may arise under such circumstances and will endeavor to treat all Accounts fairly and equitably. 3. Valuation Each managed account is responsible for its own valuation of assets which typically a third party custodian may provide. To the extent requested, GLG LLC will provide managed account clients with information that may assist in the valuation of assets. However, GLG LLC will not be responsible for the valuation of managed account assets. For GLG LLC Funds, valuation policies and procedures have been established that seek to establish a consistent framework and methodology for the determination, validation, approval, regular monitoring and review of pricing all positions of each Fund. The Fund’s directors have appointed an Independent Pricing Committee (the “IPC”) to undertake certain services concerning the valuation policies and procedures relating to each Fund. The IPC is an independent body set up to: (i) establish a pricing matrix (a table which lays out a pricing source for certain assets and liabilities) which the directors will decide whether to adopt for the Fund and if so will thereafter be used by the administrator to calculate the value of the assets and liabilities held by the Fund; and (ii) establish the prices of any positions held in the Fund that do not have an independently ascertainable value as per the pricing matrix. In addition, the IPC provides general governance and oversight of the valuation process. C. Investing in Securities that the Investment Adviser or a Related Person Recommends to Clients The Code of Ethics places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to GLG LLC on a periodic basis, and requires that employees pre-clear certain types of personal securities transactions. Subject to certain exceptions, GLG LLC's employees may not engage in personal securities trading without pre-clearance. Accordingly, under certain circumstances, GLG LLC, its affiliates and its employees may invest on behalf of themselves in securities and other instruments that would be appropriate for, held by, or may fall within the investment guidelines of clients. GLG LLC, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more clients. Potential conflicts also may arise due to the fact that GLG LLC and its personnel may have investments in some Funds but not in others or may have different levels of investments in the various Funds. GLG LLC has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code of Ethics, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as client trades. D. Conflicts of Interest Created by Contemporaneous Trading GLG LLC manages investments on behalf of a number of Accounts. Certain Accounts have investment strategies that are similar to or overlap and may, therefore, participate with each other in investments. It is the policy of GLG LLC to allocate investment opportunities among all Accounts fairly, to the extent practical and in accordance with each Account’s applicable investment strategies, over a period of time. GLG LLC will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to any Account solely because GLG LLC purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to another Account if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practical or desirable for the Account. Allocations of initial public offerings or other limited offerings ("Limited Offering") by GLG LLC will be made in a fair and equitable manner among eligible Accounts. Allocations will be made among Accounts eligible to participate in a Limited Offering taking into account factors such as long term investment horizons, investment objectives and guidelines, different levels of investment for different strategies, the overall portfolio composition for each Account, and such other relevant factors. Eligibility to participate in a Limited Offering may include but is not limited to consideration of the following factors: (i) Accounts whose investment guidelines explicitly prohibit such investment, (ii) "restricted persons" under the FINRA New Issues Rule 5130 or an executive officer or director of a public company or a covered non-public company, or a person materially supported by such an executive officer or director, as contemplated under FINRA New Issues Rule 5131, (iii) suitability requirements, (iv) account turnover guidelines, and (v) available investable capital. GLG LLC or its affiliates may take inconsistent positions in the same security or trade in opposite directions as a result of rebalancing or different investment strategies. This will result in potential conflicts of interest. GLG LLC strives to ensure that all clients are treated fairly and equitably.

GLG LLC may offer a third party, client or investor the opportunity to co-invest in any transaction in which one or more managed accounts or funds have made, or will make an investment. Typically this may occur in relation to privately placed and/or negotiated transactions, or transactions with a limited capacity or finite amount available and/or a relatively short time horizon in which to execute. In addition, from time to time, GLG LLC may offer a third party or others a specific investment opportunity that GLG LLC may have become aware of in the course of providing investment advisory services to its clients. In such cases, GLG LLC may decide that such investment opportunity does not fit within the client’s investment strategy and therefore GLG LLC may offer the investment opportunity to third parties or others.

GLG LLC may not offer co-investment opportunities to all current or potential managed accounts or investors but will take into account such factors as it determines appropriate based on the current facts and circumstances of the co-investment opportunity. The allocation of any co-investment opportunity will be determined at its sole discretion. Consideration will be given to various factors including the ability of a potential co-investor to commit to invest in a short period of time, whether they have expressed an interest in participating in a co-investment opportunity and the alignment of a current investor’s interest and the potential co-investor’s goals and such other factors as GLG LLC deems relevant, which may include subjective determinations such as forming relationships and providing strategic benefits to investors. Please refer to Item 8.B under “Co-Investments” for additional information and risk disclosures pertaining to co-investments. please register to get more info

BROKERAGE PRACTICES A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions GLG LLC will place orders for the execution of transactions for Accounts via a centralized trading desk and in doing so, it will seek best execution in accordance with its Best Execution Policy which takes into account a number of factors which may include, among other things, commission rates (and other transactional charges), price, the broker's financial strength, ability to commit capital, stability and responsibility, reputation, reliability, overall past performance of services, research capability and coverage, responsiveness, as well as means of communication, quality of recommendations, deal calendar, ability to execute trades based on the characteristics of a particular trade, technology and trading systems, trading activity in a particular security, block trading and block positioning capabilities, nature and frequency of sales coverage, net price, depth of available services, arbitrage operations, bond capability and options operations, investment banking coverage, capacity of syndicate operations, access to certain markets, the availability of stocks to borrow for short trades, willingness to execute related or unrelated difficult transactions, order of call, back office, settlement processing and special execution capabilities, efficiency and speed of execution, and error resolution. Accordingly, while the centralized trading desk will endeavor to achieve best execution; it may not be the case that we will receive the best possible results on each and every transaction as there are a variety of factors, a number of which lie outside our control that may impact execution quality. Rigid formulas are not used in selecting brokers but rather a combination of factors is considered. There is, however, no direct correlation between these factors and the allocations of brokerage for Accounts advised or sub-advised by GLG LLC. Because of the range of factors considered, it is possible that GLG LLC's clients may pay brokerage commissions in excess of that which another broker might have charged for effecting the same transaction. A good faith determination is made to ensure that the amount of commission is reasonable in relation to the value of any products and services received, the broker's execution ability, and other factors. GLG LLC may at times participate in “give-ups” for certain OTC derivatives. Delegation to Affiliates GLG LLC delegates certain of its order handling and execution responsibilities to a centralized trading desk. In doing so GLG LLC ensures that the centralized trading desk complies with any Account restrictions as well as GLG LLC’s policies and procedures relating to order handling and execution responsibilities. GLG LLC believes that such delegation is consistent with its obligations and is in the best interests of its Accounts. 1. Research and Other Soft Dollar Benefits GLG LLC may select brokers that furnish GLG LLC and/or personnel, directly or through correspondent relationships with third parties, research, or other products or services (collectively, "Research"). In selecting brokers to execute transactions, GLG LLC need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. In selecting brokers, GLG LLC may also take into account the value of Research, either provided by the broker, or paid for by the broker (either by direct or reimbursement payments (in whatever form) or by commissions, mark-ups or credits or by any other means). GLG LLC will use reasonable efforts to ensure that the Research is related to the execution of trades; related to the provision of research to assist in making investment decisions; or will reasonably assist GLG LLC in the provision of services to its clients on whose behalf orders are being executed. GLG LLC intends that its use of Research will comply with the "safe harbor" of Section 28(e) of the Securities Exchange Act of 1934 (as amended). GLG LLC's Accounts may be deemed to be paying for such Research with "soft" or commission dollars. The extent to which commission rates or net prices charged by brokers reflect the value of Research cannot be readily determined. Although GLG LLC believes that an Account may benefit from the Research obtained with commissions generated by trades made by the Account, the Account may not benefit from all of the services paid for in this manner. Specifically, there may be cases where Research obtained with commissions generated by trades made by a particular Account do not benefit such Account and instead benefit other Accounts of GLG LLC. The relationships with brokerage firms that provide Research to GLG LLC may influence GLG LLC's judgment in allocating brokerage business and create a potential conflict of interest in using the services of those brokers to execute the client's brokerage transactions. GLG LLC may have an incentive to select or recommend a broker-dealer based on GLG LLC's interest in receiving Research, rather than on GLG LLC's clients' interest in receiving the most favorable execution. In the case where a product or service obtained provides both research and non- research assistance to GLG LLC (i.e., a "mixed use item"), GLG LLC will make a good faith effort to determine the relative proportion of the product or service used to assist GLG LLC in carrying out its investment decision making responsibilities, and the relative proportion used for administrative or other non-research purposes. The proportionate amount of the product or service that is used to assist GLG LLC in carrying out its investment decision making responsibilities will be paid through brokerage commissions generated by Account transactions. The proportionate amount attributable to administrative or other non-research purposes will be paid for by GLG LLC from its own resources. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of GLG LLC's allocation of the costs of such benefits and services between itself and its Accounts. GLG LLC has established a research payment mechanism (transactional method) in respect of certain Accounts in order to provide for the payment of Research. In some cases Research may be funded by GLG LLC or in the case of Funds may be paid directly by such Fund. In such circumstances, clients will pay such charges (“Research Charges”) into a research payment account (a “Research Payment Account”), which will be operated by GLG LLC and used to purchase such research on behalf of clients. Such Research Charges will be made in a manner consistent with the safe harbor for research payments provided under Section 28(e) of the Securities Exchange Act of 1934, as interpreted by the staff of the SEC in its no-action letter to the Securities Industry and Financial Markets Association Asset Management Group dated October 26, 2017, and other applicable guidance concerning Section 28(e) from the SEC and its staff as described further in the following paragraph. Research will provided by relevant third party research providers at normal commercial rates and no payments shall be made out of the Research Payment Account to GLG LLC in respect of services it provides to clients. Research includes information relating to one or several financial instruments or other assets; or the issuers or potential issuers of financial instruments; or the specific industry or market such that it informs views on financial instruments, assets or issuers within that sector and:
• Implicitly or explicitly recommends or suggest an investment strategy;
• Provides a substantiated opinion as to the present or future value or price of such instruments or assets;
• Contains analysis and original insights and reaches a conclusion based on new or existing information that could be used to inform an investment strategy or capable of adding value to investment decisions.

During 2019, GLG LLC received Research in connection with providing services to clients. The Research was paid via an RPA and generally included information on the economy, industries, groups of securities, individual companies, statistical information, political and legal developments affecting portfolio securities, technical market action, alternative data, pricing and appraisal services, and bespoke risk measurement analysis. Such research services were received primarily in the form of written reports, telephone contacts, and personal meetings with research analysts. In some cases, Research is generated by third parties but are provided to GLG LLC by or through broker-dealers. GLG LLC may execute securities transactions with multiple executing brokers, including the various prime brokers appointed for the Funds. Many of these brokers provide GLG LLC with access to proprietary research reports (such as standard investment research) which may be used for any or all accounts. This type of research is paid for in hard dollars by GLG LLC affiliates. In accordance with regulatory requirements, Research may be used by GLG LLC in servicing all its clients. Clients may receive the benefit, including disproportionate benefits, of economies of scale or price discounts in connection with Research. Nonetheless, GLG LLC believes that such investment information provides its clients with benefits by supplementing the research otherwise available to clients. 2. Brokerage for Client Referrals GLG LLC does not consider capital introduction and marketing assistance with respect to investors in the Funds when selecting or recommending broker-dealers for the Funds. However, GLG LLC’s affiliate, MII, may be invited to capital introduction events as a result of the relationship GLG LLC and its affiliates have with such broker dealers. 3. Directed Brokerage Generally, GLG LLC does not engage in directed brokerage. However, in circumstances where it receives specific instructions from an Account regarding the use of specific brokers for account transactions, for example in relation to an approved broker list it will consider that it has discharged its best execution obligation when executing the order in accordance with those specific instructions. It is the client’s responsibility to evaluate such brokers.

Directed brokerage arrangements may prevent GLG LLC from taking the steps designed and implemented in its best execution policy to obtain the best possible result for the execution of those orders in respect of any element of the order covered by those instructions.

B. Order Aggregation Account orders may be aggregated if, in the trader’s reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to Accounts based on an evaluation that they will be benefited by relatively better purchase or sale prices or beneficial timing of transactions, or a combination of these and other factors. It should be noted that only trades that the trader is aware of will be aggregated. There may be times where more than one trader is placing an order for the same security and such orders are not aggregated. In many instances, the purchase or sale of financial instruments for an Account will be effected simultaneously with the purchase or sale of similar financial instruments for other Accounts. When an aggregated order is filled through multiple trades with the same broker at different prices on the same day, each participating Account will typically receive an average price with transaction costs allocated pro-rata based on the size of each Account's participation in the order (or actual allocation such as in the case of a partial fill) as determined by GLG LLC. It should be noted that aggregated transactions may be made at slightly different prices, due to the volume of financial instruments purchased or sold. In the event of a partial fill, allocations will generally be made pro rata based on the initial order, but may be modified on a basis that GLG LLC deems to be appropriate, including for example, in order to avoid odd lots or de minimis allocations among other factors. When aggregating orders, GLG LLC will seek to mitigate any potential disadvantage that order aggregation may have. However, there is no guarantee that a benefit will be derived from order aggregation and it is possible that clients may be disadvantaged as a result of order aggregation and pro rata trade allocation. Accounts with specific restrictions or instructions (e.g. approved brokers list, counterparty restrictions or directed brokerage arrangements) may not be included in aggregated trades. C. Trade Error Policy and System Events Policy In the event that there is an error with respect to trades made on behalf of clients, a formalized process is in place for the resolution of such errors. GLG LLC will correct such error in accordance with its policies and procedures. If GLG LLC, in its sole discretion determines that a client should be reimbursed as a result of a trade error caused by GLG LLC, interest will generally not be paid on such losses. Please refer to Item 8.B under “Trade Error Risk” for additional information and risk disclosures pertaining to trade errors. GLG LLC may invest in systematic investment strategies and/or utilize systematic trading systems. Such strategies and systems harness complex econometric and statistical theories, research and modelling such strategies may result in “a system event” (e.g., errors regarding trading systems, coding/programing/modelling, etc.). GLG LLC will correct such error in accordance with its policies and procedures. Any losses or gains arising from system events shall be borne by the Fund or client. The Fund or client will benefit from any gains and bear any losses unless it otherwise determined by GLG LLC. Please refer to Item 8.B under “Model and Data Risk” for additional information and risk disclosures pertaining to system events. please register to get more info

REVIEW OF ACCOUNTS A. Frequency and Nature of Review of Client Accounts or Financial Plans GLG LLC's portfolio management team, including portfolio managers, research analysts, and traders, are primarily responsible for reviewing Accounts and do so individually or in a group, depending upon account needs and market conditions. The portfolio management team individually, or in a group, performs daily, weekly, or monthly reviews of all accounts as they deem appropriate or as otherwise required. Reviews may be undertaken because of changes in market conditions; change of security positions; changes in investment objectives or policies; capital inflows/outflows; and other reasons. Various matters may be discussed during such reviews, (e.g., performance of accounts in connection with investment objectives, portfolio construction, risk/reward, security positions, and investment opportunities). B. Factors Prompting Review of Client Accounts Other than a Periodic Review A review of an Account may be triggered by changes in market conditions; change of security positions; changes in investment objectives or policies; capital inflows/outflows; and other reasons. C. Content and Frequency of Account Reports to Clients The requirements for frequency and content of reports will be set forth in the documents for each Account. Investors in the Funds generally receive estimated and final monthly statements, as applicable, generally showing account values, changes in account values, account activity, asset allocation, currency exposure and performance. Investors in private funds also generally receive audited financial statements prepared within either 90 days or 120 days, depending on regulatory requirements, of the applicable fund's fiscal year end. While all investors generally receive similar information, to the extent an investor receives information (that other investors have not received), which is in addition to information provided in a Fund's regular reports to investors, such information may provide such investor with greater insight into the Fund's activities. This may enhance such investor's ability to make investment decisions with respect to a Fund and possibly affect such investor's decision to request redemption from such Fund. Affiliated investment advisers that invest in GLG LLC Funds will receive information with greater transparency on such Fund that may not otherwise be made available to other investors. please register to get more info

CLIENT REFERRALS AND OTHER COMPENSATION A. Economic Benefits for Providing Services to Clients GLG LLC does not receive economic benefits from non-clients for providing investment advice and other advisory services. B. Compensation to Non-Supervised Persons for Client Referrals From time to time, GLG LLC and/or its affiliates may utilize third-party placement agents or solicitors that receive compensation, which may be borne either by GLG LLC or its affiliates or by the investor or client, for referring the client to GLG LLC or investors to the Funds. Compensation may be in the form of a percentage of management fees or performance fees, a flat fee or as otherwise agreed. GLG LLC or its affiliates may benefit from the arrangements where clients are referred directly to it and/or investors are referred directly to a Fund, since the management fees are generally based upon a percentage of such client's assets under management. Thus the more assets GLG LLC or its affiliates has under management, the higher the management fee income. If applicable, any such arrangement with a third-party solicitor will comply with Rule 206(4)-3 under the Advisers Act. MII, an affiliate of GLG LLC, acts as a solicitor for managed accounts and the selling agent and/or investor servicing agent for certain Funds. GLG LLC may pay a portion of its fees to MII for its services. MII may receive a percentage of a Fund’s management fee to act as selling agent and or investor servicing agent. In addition, MII has entered into agreements with other broker-dealers and certain financial advisers to solicit interests in Funds and/or to provide ongoing investor services and account maintenance services to investors. Each such broker-dealer and financial adviser generally receives compensation based on the aggregate value of outstanding interests held by investors that receive services from such persons, fixed amounts or other agreed upon compensation. Such compensation generally will be paid by MII from the fees that it receives from a Fund or GLG LLC. In addition, GLG LLC has entered into a distribution agreement with MIAG and certain other affiliated entities. These affiliated entities act as solicitors for managed accounts and the selling agent and/or investor servicing agent for certain Funds outside of the US. please register to get more info

CUSTODY GLG LLC is subject to Rule 206(4)-2 under the Advisers Act (the "Custody Rule"). In accordance with the Custody Rule each Fund complies with the provisions of the "Pooled Vehicle Annual Audit Exception" and is subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and distributes its audited financial statements to all investors within 120 days of the end of its fiscal year. With respect to certain managed accounts and as agreed GLG LLC directly debit fees from such clients’ accounts and may be deemed to have custody as a result of such authority. In these cases, in order to comply with the Custody Rule, managed accounts will receive statements directly from the managed account’s qualified custodian(s) (as defined in the Custody Rule) on at least a quarterly basis. please register to get more info

INVESTMENT DISCRETION In general, GLG LLC provides discretionary advisory or sub-advisory investment advice and/or management services to its clients. As such, GLG LLC has discretion regarding all decisions and is authorized to determine and direct execution of portfolio transactions within each client's specified investment objectives, restrictions and policies. However, GLG LLC's discretion is subject to limits imposed as described in the applicable offering document in the case of the Funds, as applicable, and investment management agreements or other relevant documents with each client advised or sub-advised by GLG LLC. GLG LLC may utilize investment management capabilities of GLG Partners LP and/or other affiliates in providing services to certain clients. GLG LLC utilizes a centralized trading desk to execute orders on behalf of its clients (together with clients of its affiliates), and allocate trades, in the manner described in Item 11 herein. Accordingly, for purposes of the responses to Item 11, references to GLG LLC shall be deemed to include GLG Partners LP and/or other affiliates to the extent that GLG Partners LP and/or other affiliates provide investment management and/or trading capabilities with respect to clients of GLG LLC. please register to get more info

VOTING CLIENT SECURITIES A. Proxy Voting GLG LLC has adopted policies and procedures to ensure that any proxy voted on behalf of its clients is voted in a manner which is in the best interests of such clients. Proxies will be voted for clients at GLG LLC’s or the Portfolio Manager’s discretion, where GLG LLC has been specifically instructed by a client to vote proxies or where GLG LLC is required to vote a proxy for a client (each a “Proxy Client”). In such cases, proxies will be evaluated and voted in the best interest of the relevant Proxy Client(s) t. It should be noted that there may be times whereby Portfolio Managers invest in the same securities/assets while managing different investment strategies and/or Accounts; accordingly, it may be appropriate in certain cases that such securities/assets are voted differently across different investment strategies and/or Accounts, based on their respective investment thesis and other portfolio considerations. GLG LLC will only vote proxies on securities currently held by clients. Proxies received for securities that are loaned, on contract for difference/swap or where there is no economic interest will generally not be voted. GLG LLC will endeavor to identify material conflicts of interest, if any, which may arise between GLG LLC and one or more issuers of clients’ portfolio securities, with respect to votes proposed by and/or affecting such issuer(s), in order to ensure that all votes are voted in the overall best interest of clients. GLG LLC has established a Stewardship and Active Ownership Committee to be responsible for resolving proxy voting issues when deemed necessary; making proxy voting decisions where a material conflict of interest may exist; monitoring compliance with the Global Proxy Voting Policy; setting new and/or modifying existing policy, among other functions. GLG LLC has appointed, and will appoint from time to time, one or more proxy voting service companies, to provide it with proxy voting services for certain Proxy Clients. Where applicable, GLG LLC will generally vote proxies for the relevant Proxy Clients in accordance with the relevant proxy voting Service Company’s proxy voting guidelines, unless otherwise specifically instructed to vote otherwise by the Portfolio Manager or such Proxy Client. GLG LLC Proxy Voting Policy is based on the Glass Lewis standard policy and the following additional ESG-oriented principles: Key areas GLG LLC Proxy Voting Policy 1. Board Gender Diversity Vote against the chair of the Nomination committee wherein a Company fails to meet legal requirements, nominate any women to the board, or meet the best practice standard prevalent in the market and has not disclosed any cogent explanation or plan regarding board gender diversity. 2. Board Tenure and Refreshment Vote against members of the Nomination and/or Governance committees wherein the board has an average tenure of greater than 10 years and there have been no new nominees in the last 5 years. 3. Executive Compensation Vote against executive compensation policies wherein a Company has received a Pay-for-Performance grade of ‘D’ or ‘F’ and sustainability is not an explicit consideration when determining executive pay.

* Only applies to Canada, USA, and Australia. 4. Independent Auditor

Vote against reappointment if the auditor has been serving for longer than 20 years. 5. Reincorporation Vote against reincorporation proposals wherein a Company will be reincorporating to a tax haven and / or reincorporating offshore for tax and / or governance avoidance or to the detriment of shareholders. 6. Shareholder Proposals Support any shareholder initiatives that request additional disclosure on behalf of a company or are otherwise socially-positive, and not conversely aimed at limiting disclosure or consideration of key issues. The Glass Lewis standard proxy voting guidelines can be found on Glass Lewis’ website at: http://www.glasslewis.com/guidelines/ Nevertheless, in voting proxies, GLG LLC will take into account what is the overall best economic interest of its Proxy Clients. GLG LLC will maintain documentation memorializing the decision to vote a proxy in a manner different from what is stated in the relevant proxy voting guidelines. GLG LLC may abstain from voting a proxy when it is determined that the cost of voting the proxy exceeds the expected benefit to the client. Documentation will be maintained of all proxies that are not voted for Proxy Clients and the reasons therefor where GLG LLC has been instructed by the Proxy Client to vote. Upon request, clients may receive a copy of GLG LLC’s Global Proxy Voting Policy and/or information regarding the manner in which securities held in their account were voted by contacting GLG LLC at (212) 649-6600. B. Class Actions and Securities Litigation GLG LLC only participates in class actions on behalf of its clients (as authorized) to the extent possible and practical and where it believes it is in the best interests of the clients to do so. There may exist circumstances where a recovery is possible but GLG LLC does not believe it is in the clients’ best interest to so participate. GLG LLC utilizes the services of a third party class actions service provider to file claims and participate in class action settlements. Only current clients or Fund investors will receive any proceeds received from class action recoveries. Investors that have fully redeemed will not receive any class action proceeds. GLG LLC may consider a de minimus amount with regards to distributing any proceeds received. GLG LLC may from time to time receive notification of and/or determine to engage or participate in litigation regarding investments held by clients. GLG may participate in those lawsuits where GLG LLC has made the determination that the potential benefit to its client(s) outweighs the costs of participation in the litigation. Any monies recovered as a result of any such litigation will be allocated on a pro rata or other appropriate basis to client(s) which hold/held the investment at issue. GLG LLC will not be responsible for reimbursing any client(s) or investor(s) who may have been invested during the period that is the subject of any litigation but had redeemed or withdrawn such investment prior to such a recovery. GLG LLC may consider a de minimus amount with regards to distributing any proceeds received. please register to get more info

FINANCIAL INFORMATION GLG LLC is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info