The Adviser is an investment adviser with its principal place of business in New York, New York. The Adviser commenced operations as an investment adviser in April 2002 and has been registered with the SEC since August 21, 2009. Two Sigma Management, LLC is the general partner of the Adviser. Trusts established by John A. Overdeck and David M. Siegel are the principal owners of the Adviser. The Adviser specializes in process-driven, systematic investment management generally by performing quantitative analysis to build mathematical strategies that rely on patterns inferred from historical prices and other data in evaluating prospective investments. These strategies are implemented by employing various risk management, investment, optimization and execution techniques (collectively, the “Techniques”). The Adviser provides advisory services on a discretionary basis to its clients, which include various private investment funds, consisting of both commingled vehicles and funds of one. The private investment funds, commingled vehicles and funds of one to which the Adviser provides advisory services are referred to herein collectively as “Clients” and each, as a “Client.” The Adviser and its affiliates are referred to herein collectively as “Two Sigma Affiliates.” The Adviser uses these strategies and Techniques to provide advisory services with respect to a broad range of U.S. and non-U.S. securities and instruments, which include or may include, without limitation, U.S. and non-U.S. equity and equity-related securities, bonds and other fixed income securities (including, without limitation, corporate, agency, non-U.S. and U.S. municipality, treasury and insurance-linked bonds and other fixed income instruments), exchange traded products (including exchange traded products on equity or sector indices), FX, futures, currency contracts, futures options, spot trades, forward contracts, warrants, options (both listed and OTC including, without limitation, caps and floors), repurchase agreements, reverse repurchase agreements, swaps (of any and all types including, among other things, equity swaps, commodity swaps, interest rate swaps, variance swaps, correlation swaps, currency swaps, credit default swaps and indices thereof, futures look-alike swaps and real estate swaps), convertible instruments, inflation protection instruments, mortgage and asset-backed instruments, swaptions, foreign exchange contracts (including options, forwards and non-deliverable forward contracts), commodities, U.S. and non-U.S. money market funds and money market instruments (including, but not limited to, treasury and agency securities, municipal notes, commercial paper, time deposits, promissory notes and Eurodollar deposits), insurance-linked securities and any derivatives or financial instruments which exist now or are hereafter created (collectively, “Instruments”). The Adviser provides advisory services to Clients based on specific investment objectives, mandates, guidelines, risk parameters and constraints (collectively, the “Mandates”) set forth in each Client’s offering memorandum. Other than those restrictions set forth in the applicable offering memorandum, Clients have broad Mandates. Offering memoranda are made available to investors only through the Adviser or another authorized party. As of December 31, 2018, the Adviser had approximately $61,017,039,653 of regulatory assets under management, all on a discretionary basis. please register to get more info

Asset-Based Compensation
The substantial majority of Clients pay the Adviser management fees for its management services (the “Management Fees”) through a deduction by the Client’s custodian of such Management Fees from the Client’s account under the Adviser’s instructions. The Management Fees are typically based on the Client’s assets under management and are determined based on an annualized rate. Currently, such rates generally range from 2% to 4%, as described in each such Client’s applicable offering memorandum (though, as noted below, such rates could be higher or lower for certain investors in Clients). The Management Fees are generally payable monthly in advance as of the first day of each month. The Adviser (or its affiliate, as applicable) has waived, reduced and/or modified the Management Fees for certain investors in Clients and may do so in the future. Similarly, the Adviser has substituted the Management Fees in whole or in part with incentive allocations or incentive fees as agreed with investors in Clients and may do so in the future.
Performance-Based Compensation
The Adviser’s affiliate also receives performance-based compensation, which is compensation that is based on a share of capital gains or capital appreciation of the assets of a Client. Specifically, Two Sigma Principals, LLC, an affiliate of the Adviser, as the general partner, member, allocation shareholder (or similar entity), as applicable, of many Clients, is entitled to receive an incentive allocation (the “Incentive Allocation”) from such Clients in amounts currently ranging generally from 20% to 30% of the net profits, if any, allocated to each investor in such Clients for each calendar or fiscal quarter or year, as applicable (and in certain cases, greater amounts depending on Client performance); provided that certain Clients have Incentive Allocations taken at higher or lower rates for certain investors in such Clients. In addition, many of the Incentive Allocations are subject to adjustment for any previously unrecovered net losses allocated to each investor in prior periods, subject to certain other adjustments and provisions. The Incentive Allocations are deducted from Client accounts following instructions by the Adviser. Two Sigma Principals, LLC has waived, reduced and/or modified the performance-based compensation for certain investors in Clients and may do so in the future.
Other Fees and Expenses
In addition to paying investment management fees and/or performance-based compensation to the Adviser (or an affiliate of the Adviser), Clients typically are responsible for their own operating and investment expenses including, but not limited to, fees and expenses of any advisers and consultants to the Client; external legal, auditing, accounting, administration, tax return preparation and other professional fees and expenses; fees and expenses of the Client’s general partner or directors, as applicable, including the costs associated with meetings; fees and expenses of the Client’s administrator and depositary, if applicable; taxes, fees and governmental charges or filing fees; fees and expenses of prime brokers, futures commission merchants, dealers, custodians, sub-custodians, transfer agents and registrars; expenses of registering or qualifying securities and other investments; brokerage commissions and dealer collateral and other fees, charges, payments and expenses and other costs of trading, acquiring, monitoring or disposing of any investments of the Client; fees and expenses of any third-party research, data, recommendations and/or services used by the Adviser in its investment decision-making process (e.g., in connection with the use, implementation and support of alpha capture systems, including those developed by the Adviser and/or its affiliates); fees and expenses of valuation and/or pricing services and software; interest expenses; expenses of preparing and distributing reports, financial statements and notices to investors in the Client; litigation and other extraordinary expenses; certain insurance expenses (including fees for directors’ and officers’ liability insurance); and other expenses as detailed in the Client’s offering memorandum, investment management agreement, sub-advisory agreement, supplemental disclosure document or other governing document, as applicable. Where applicable, Clients also pay their pro rata share of the expenses of the underlying investment vehicles in which they directly or indirectly invest. Please refer to Item 8 of this brochure for further discussion of conflicts of interest with respect to Client expenses. Please refer to Item 12 of this brochure for further discussion of the Adviser’s brokerage practices. please register to get more info

Side-by-Side Management
Investment Services to Multiple Clients
The Adviser and its investment personnel provide investment management services to multiple Clients that are charged asset-based fees and/or performance-based compensation. Certain Clients have higher asset-based fees and/or performance-based compensation arrangements than other Clients. In addition, certain Clients utilize a higher degree of leverage than other Clients. Because the Adviser and its investment personnel manage more than one Client, the potential exists for one Client to be favored over another Client. The Adviser and its investment personnel have a greater incentive to favor Clients that pay the Adviser (and indirectly its personnel) higher performance-based compensation or higher asset-based fees or use a higher degree of leverage. In addition, certain Two Sigma Affiliates including the Adviser (as well as their respective principals and certain personnel) invest in a number of Clients. Certain of such Clients utilize a higher degree of leverage than other Clients, including Clients offered to outside investors, and such Clients also utilize certain investment strategies and Techniques not offered to outside investors (as described in more detail below). Because of the varying fee structures and leverage levels, and due to the allocation of proprietary capital from certain Two Sigma Affiliates including the Adviser (and/or their respective principals and certain personnel), the potential exists for one Client to be favored over another Client. The Adviser and its personnel have a greater incentive to favor Clients that contain more proprietary capital, since those Clients are expected to provide Two Sigma Affiliates (as well as their respective principals and certain personnel) with a greater return on their investment.
Certain Conflicts of Interest Associated with Side-By-Side Management
There are additional actual and potential conflicts of interest inherent in the organizational structure and operation of the Adviser and its affiliates, certain of which are described below. The discussion below does not purport to be a comprehensive discussion of all of the conflicts of interest associated with the Adviser and an investment in any Client. Each Client's offering memorandum or other disclosure or governing document, as applicable, contains additional information with respect to the actual and potential conflicts associated with an investment in such Client (as applicable). General The Two Sigma Affiliates (as well as their respective principals and certain personnel) engage in a wide range of investment and other financial activities, many of which are not offered to Clients (or investors therein). The Adviser manages various private investment funds, including funds that are primarily or entirely owned, directly or indirectly, by principals and employees of the Adviser and its affiliates (“Proprietary Trading Vehicles”). The Proprietary Trading Vehicles have the most attractive risk-reward profiles and utilize certain strategies and Techniques that have not been made available to other Clients of the Adviser and/or clients of the Adviser’s affiliates. As Two Sigma Affiliates (and the assets they manage or advise) grow, Two Sigma Affiliates will continue to seek to balance the following challenges: (i) a desire to increase the amount of proprietary capital invested; (ii) an increasingly diverse and numerous investor base; (iii) greater variation in the Mandates and fee structures of Clients and other clients managed or advised by Two Sigma Affiliates; (iv) a shifting regulatory landscape; (v) managing a larger and more diverse set of strategies and Techniques; and (vi) maintaining a more diverse set of businesses through the Two Sigma Affiliates. The Two Sigma Affiliates are not and cannot be free from inherent conflicts of interest in balancing these and related considerations. The Adviser anticipates that the growth of Two Sigma Affiliates will continue to increase competition between and among the Clients and clients of the Adviser’s affiliates and will decrease the number of investment opportunities available to the Clients and clients of the Adviser’s affiliates. Shared Research Platform As a process-driven, systematic investment manager, the Adviser utilizes multiple strategies and Techniques on behalf of each of its Clients in order to generate results. The Adviser maintains a research platform that serves both its proprietary and Client-focused investment and other financial activities (including its licensing activities), as opposed to separately staffed teams for every portfolio (the “Shared Research Platform”). In addition, research and portfolio management personnel develop and make improvements to strategies and Techniques (typically via computerized algorithms) that are deployed (i) for proprietary capital alongside Clients and TSA clients, (ii) exclusively for Proprietary Trading Vehicles or (iii) exclusively for Clients and/or TSA clients. While the Adviser often sets broad research objectives, modelers working on its Shared Research Platform are afforded significant independence and have structural incentives to focus on research efforts that benefit Proprietary Trading Vehicles. The Adviser retains full discretion to share, license, select, move or exclude strategies and Techniques across Clients and to the Adviser’s affiliates. Investors should be aware that the utilization of the Shared Research Platform creates conflicts of interest within the Adviser and among the Two Sigma Affiliates, and that the continued expansion of the size and number of the Adviser’s and its affiliates’ portfolios and their participation in other investment and financial activities will only increase the magnitude and complexity of these conflicts. Capital Allocation and Capacity Decisions As a process-driven, systematic investment manager, the Adviser utilizes multiple investment strategies (both systematic and, at times, non-systematic) on behalf of each of its Clients in order to generate results. The Adviser periodically reviews and assesses the amount of capital that can reasonably be allocated to its existing investment strategies, including when raising assets for new or existing products of the Adviser or its affiliates and managing capital activity. To make such capital allocation determinations, the Adviser considers several factors including, among others, each Client's Mandate, overall firm profitability (i.e., the profit which accrues to the Two Sigma Affiliates from management fees, incentive allocations, proprietary capital returns and/or other factors that are expected to contribute to the long-term success and franchise value of the Two Sigma Affiliates) (“Firm Profitability”), available capacity, current and projected market conditions, the development of new strategies and Techniques, the licensing of certain strategies and Techniques to affiliates (including, but not limited to, TSA and TSS), leverage and obtainable financing (both in absolute terms and on a relative basis between third-party capital and proprietary capital), tax implications, legal or regulatory requirements, various risk considerations and level of investor demand and proprietary capital.

The amount of third-party capital invested through the Clients in any of the Adviser’s strategies, particularly those with limited capacity, does and will continue to face pressure from, among other things, the continued growth of proprietary capital. The Adviser recognizes that this continued growth, as well as the higher amount of leverage that it can and often does elect to apply to proprietary capital, creates an increasing conflict of interest between third-party capital and proprietary capital, as the Adviser determines how much proprietary capital it will elect to invest in each of its strategies and how much third-party capital it elects to accept or return to investors going forward. The Adviser cannot be free from, and is not free from, conflicts of interest in making these elections, and shall be free to make such elections as it sees fit in its sole discretion.

Strategy- and Technique-Related Decisions The Adviser’s modelers construct strategies and are involved in making recommendations regarding the portfolios that should trade a given strategy and at what weights based on the simulations a modeler has run for one or more portfolios. The Adviser typically evaluates new strategies for use in a portfolio in light of certain factors described in detail in the applicable offering memoranda of the Clients. The relevant portfolio management personnel have ultimate decision-making authority over strategy selection and weighting decisions. Strategy and Technique building, selection and portfolio management decisions are oftentimes not themselves automated despite the highly automated nature of the Adviser’s investment process in which strategies and Techniques are employed, and so a certain degree of subjectivity and diversity of practice is inherent in the Adviser’s operations. Such decisions are generally made on a portfolio-by-portfolio basis without regard to the impact of such decisions on other Clients or clients of Two Sigma Advisers, LP, an affiliated investment manager registered with the SEC (“TSA”) (i.e., without reference to the fact that other Clients and TSA clients may be trading the same or similar strategies and/or Techniques). However, in certain situations, the Adviser has incorporated, and where possible, will in the future seek to incorporate, cross portfolio impact analyses into a number of these and other decisions. Through its extensive research, the Adviser has developed and expects to continue to develop strategies and to research the use of new Techniques, which it believes could offer Clients meaningful excess returns, but which cannot be fully utilized or in some cases utilized at all by certain Clients because of the Mandates of such Clients (as set forth in each Client’s offering memorandum). Such strategies and/or Techniques, which include, but are not limited to, the Alternative Strategies (as defined below), will differ from those that are fully utilized by certain Clients because, among other reasons, they (i) have lesser capacity than can be optimally used in such Clients; (ii) involve asset classes outside the Mandates of such Clients; (iii) involve somewhat lower levels of volatility and/or liquidity risk than that targeted by such Clients; and/or (iv) are less strictly or fully hedged by taking somewhat larger exposures to certain style factors, sectors or other directional risks than that targeted by such Clients. In some instances, the Adviser will choose to deploy strategies and/or Techniques differently (or not at all) for certain Clients, for example, in respect of specific geographical regions or Instruments. In the future, the Adviser may, in its sole discretion and without notice to any Client or investor in such Clients, (i) remove any or all strategies and/or Techniques from utilization on behalf of any Client or (ii) materially increase or decrease a Client’s exposure to any strategies and/or Techniques including eliminating a Client’s exposure to such strategies and/or Techniques altogether. Licensing of Strategies and Techniques Between and Among Adviser and Affiliates The Adviser currently licenses, and intends to continue to license, strategies and Techniques to TSA (please refer to Item 10 of this brochure for a discussion of the Adviser’s other financial industry activities and affiliations) and/or to other affiliates to, among other things, enhance overall Firm Profitability. The Adviser has the sole discretion to select the strategies and Techniques that it licenses to TSA and it currently licenses to TSA materially all of the strategies and Techniques that it also uses on behalf of the Clients owned primarily by third-party capital. TSA’s use of the licensed strategies and Techniques on behalf of its clients has had, and will continue to have, a material adverse impact on the Clients and will continue to reduce the returns of the Clients. See Item 10 below for additional information concerning the Adviser’s licensing of strategies and Techniques. Allocation of Trades and Certain Finite Resources and Adviser’s Use of Multiple Execution Desks The Instruments traded on behalf of each Client (as well as certain clients of TSA) will involve substantial overlap with those traded on behalf of other Clients and TSA clients. However, such Instruments will often not be traded in the same way or at the same time on behalf of each Client or TSA client. From the standpoint of each Client and TSA client, simultaneous identical portfolio transactions for the Client and other Clients (or any TSA client) tend to decrease the prices received, and increase the prices required to be paid, by the Client or TSA client for its portfolio sales and purchases, as applicable. The Adviser and TSA utilize the Adviser’s proprietary order and execution management algorithms, systems, technology and services (the “Shared Execution Desk”) in order to direct execution of orders on behalf of Clients and TSA clients. Traders on the Shared Execution Desk are employees supervised by both the Adviser and TSA. For the avoidance of doubt, this description of the Adviser’s order aggregation and trade allocation policy is only applicable to trades that are made concurrently on the Shared Execution Desk (as defined below) and does not apply to trades made on separate execution desks. As a general matter, the Shared Execution Desk routes orders in an automated fashion to a wide range of third-party venues (including "dark liquidity" venues). The systems employed by the Shared Execution Desk seek to algorithmically aggregate orders and to ensure proper allocation of fills among the Clients and TSA clients that trade the same Instrument concurrently on the Shared Execution Desk, which is utilized by the Adviser and by TSA. Notwithstanding the foregoing, traders retain broad discretion in the execution of orders and their ability to manually execute trades. In the case of manual execution, fills are generally allocated algorithmically in the same manner as indicated herein in respect of Instruments executed in an automated manner. In the future, each trader’s discretion regarding execution of orders for Clients may change such that the discretion granted to the traders regarding Clients is broadened or narrowed and exercised differently for different Clients. Additionally, market characteristics and/or system limitations for a given Instrument will, in certain cases, result in traders on the Shared Execution Desk handling trades manually (rather than in a fully automated manner). For example, for certain swaps and derivative Instruments (including those executed on a swap execution facility) and for other Instruments that are not liquid or exchange-listed, Client and TSA client orders are typically aggregated with those that seek to trade the same Instrument concurrently on the Shared Execution Desk, and then routed and placed manually by traders on the Shared Execution Desk. The Adviser’s trade allocation policy applicable to the Shared Execution Desk is designed to seek to: (i) provide a fair allocation of purchases and sales of Instruments among the various Clients and TSA clients, (ii) not systematically advantage one Client or TSA client over another, and (iii) ensure compliance with appropriate regulatory requirements. However, the Adviser’s trade allocation policy is dependent upon the Shared Execution Desk’s order aggregation logic which determines whether to aggregate desired positions of the Clients and TSA clients based on certain time and size rules set by the Adviser in its sole discretion. As a result, from time to time, smaller orders may be disadvantaged and certain Clients and/or TSA clients will be advantaged over others with respect to the timing of order placement and ultimately, fill quality received. With respect to the Shared Execution Desk, while the Adviser will monitor, review and may periodically modify its order aggregation and/or trade allocation logic in an effort to minimize the occurrence of these events, preferential allocations will occur, and it is not expected that such allocations will be reversed or otherwise changed. In addition, because of various legal, regulatory, risk management, operational and counterparty- related considerations (and in part due to the overlap in the trading done on behalf of various Clients and TSA clients), the Adviser and TSA are often required to manage the allocation of locates, stock borrow, financing capacity and various other finite resources and to apply regulatory reporting and/or risk or counterparty-mandated limits across multiple Clients and TSA clients, as well as the Adviser’s affiliates in certain instances. The methodologies employed by the Adviser and TSA to manage these finite resources will likely result in a disproportionate benefit to those Clients which are owned solely or primarily by proprietary capital, even where the Adviser employs a systematic and/or objective set of allocation rules. For example, to the extent that proprietary capital has greater trading volume, capital or risk exposure than client capital, proprietary capital will receive larger allocations of such finite resources under allocation rules based on volumes, capital levels or risk exposures. The Adviser generally seeks to aggregate the desired positions of its Clients and TSA’s clients that are sent to the Shared Execution Desk to attempt to achieve more efficient execution or to seek to provide for equitable treatment among Clients and TSA clients. As a general matter, the aggregation logic seeks to aggregate goal positions of like order marking characteristics (e.g., sell, sell short, buy, and buy to cover) received concurrently by the Shared Execution Desk. In the event that multiple Clients (including the Proprietary Trading Vehicles) and/or TSA clients wish to buy, sell, buy to cover or sell short the same instrument concurrently through the Shared Execution Desk, the Adviser generally seeks to aggregate orders and allocate all filled orders and corresponding prices ratably, based on desired trade amounts and like order marking instructions determined at the time the aggregated order was created, subject to the limitations discussed herein. Notwithstanding the foregoing, orders may be aggregated or allocated on a basis different from that specified above under certain circumstances. Examples of reasons for aggregating or allocating orders on a different basis include, among other things, different Mandates, availability of finite resources at counterparties, available cash, liquidity requirements, macro risk parameters set by the applicable portfolio manager or investment personnel, to avoid a misallocation of fills, legal and/or regulatory reasons (including a desire to avoid and/or minimize a regulatory filing, disclosure or other obligation) and/or to avoid odd lots. Notwithstanding the Adviser’s use of the Shared Execution Desk (and its policies with respect to order aggregation and trade allocation described above), the Adviser also employs separate trading desks, including certain trading desks that are not made available to most Clients. For example, the Adviser maintains a separate execution desk that facilitates trades in Instruments that are less amenable to automated execution as part of certain derivative and relative value strategies. Similarly, the Adviser utilizes certain strategies and Techniques, including certain low latency strategies and Techniques, trading capabilities and related execution modalities (“Alternative Strategies”) on separate execution desks for certain Clients and, in some instances, solely for Proprietary Trading Vehicles. Certain of these Alternative Strategies utilize much of the same investment management research from the Shared Research Platform that is also used by many of the Clients which are not using such Alternative Strategies. The Alternative Strategies will frequently impact, to varying degrees, the price or amount of securities available to the Clients not using such Alternative Strategies. Alternative Strategies are often housed in or execute through the Adviser’s affiliated broker-dealer, Two Sigma Securities, LLC (“TSS”). Oftentimes, the use of separate execution desks in conjunction with shared investment management research will result in the Alternative Strategies and TSS, and the Clients using such Alternative Strategies and TSS, receiving fills before Clients not using such Alternative Strategies, which will likely result in the Clients using such Alternative Strategies and/or TSS, often receiving better executions than the Clients not using such Alternative Strategies, or such fills having a materially adverse impact on the prices paid or received by a Client not using such Alternative Strategies on its transactions. In addition to the above, the introduction of any new strategy, capability or execution method, either by the Adviser, one of its affiliates, or by another market participant, increases competitive effects and will often adversely impact the profit and loss capabilities of existing strategies, capabilities and execution methods. The Adviser’s use of multiple execution desks results in separate trading in the same Instruments. For example, some of the Alternative Strategies generally rely on different execution logic, venues, sources of liquidity, and pathways than the strategies and Techniques deployed on behalf of other Clients, many of which are not currently accessed by the Adviser’s Shared Execution Desk. To employ these alternative execution modalities, the Adviser uses a separate execution desk for the Alternative Strategies. Therefore, the resulting trades are allocated entirely to the entity utilizing such separate execution desk. This trading volume is material when compared to the volume of trades handled by the Shared Execution Desk. Further, because certain strategies used by certain Clients have a shorter forecast horizon, use certain separate execution modalities and/or trade through separate execution desks than similar strategies used by other Clients, it is likely that in many instances those Clients will buy (or sell) Instruments prior to or after the other Clients buying (or selling) the same or similar Instruments which may have a materially adverse impact on the prices paid or received by a Client on its transactions or the available liquidity in such Instruments. Please refer to Item 12 of this brochure for further discussion of the Adviser’s brokerage practices. Expenses Clients typically pay all of their own operating and investment expenses as described in Item 5 of this brochure. Expenses borne by one or more Clients may differ from the expenses borne by others. Common expenses frequently are incurred on behalf of multiple Clients. The Adviser seeks to allocate those common expenses among the Clients in a manner that is fair and reasonable over time. However, expense allocation decisions involve conflicts of interest (e.g., conflicts relating to different expense arrangements with certain Clients can affect a Client's performance and thus Firm Profitability). The Adviser may use a variety of methods to allocate common expenses among the Clients, including methods based on assets under management, relative use of a product or service, the nature or source of a product or service, the relative benefits derived by the Clients from a product or service, or other relevant factors. Nonetheless, the portion of a common expense that the Adviser allocates to a Client for a particular product or service often will require a subjective determination and may not directly reflect the relative benefit derived by the Client from that product or service in any particular instance. Prime Brokers, Futures Commission Merchants and Custodians The Adviser and TSA have leveraged their global relationships with certain prime brokers, futures commission merchants and custodians to seek to negotiate more favorable terms, such as aggregate margin requirements, on behalf of their clients. While the Adviser and TSA will endeavor to equitably allocate these benefits to the Clients and the TSA clients (respectively), at any point in time some of such clients, including clients which contain primarily proprietary capital or that pay the Adviser or TSA higher performance-based compensation or fees, may benefit more or less than others due to or in light of factors such as fund size, trading volume and/or leverage levels. It should be noted that certain prime brokers, futures commission merchants and custodians provided services to multiple Clients and also to TSA clients. See Item 12. “Brokerage Practices.” please register to get more info

The Adviser provides advisory services to Clients that are private investment funds, consisting of commingled vehicles and funds of one, typically organized as Delaware limited partnerships, Delaware limited liability companies, Cayman Islands exempted companies or other similar structures. Most Clients are set up in master-feeder structures wherein each feeder fund invests all or a portion of its assets into a master fund. Most master funds, and certain Clients not set up in master-feeder structures, then invest all or a portion of their assets into certain investment trading vehicles managed by the Adviser. Currently, the vast majority of the investments made on behalf of the Clients are made through the investment trading vehicles. The structure of any given Client is described in further detail in the applicable offering memorandum referencing such Client. With respect to Clients, initial and additional subscription minimums, if any, are disclosed in the applicable offering memorandum referencing such Client. The Adviser is typically authorized to waive, reduce or modify such subscription minimums, subject to certain limitations in accordance with applicable law or regulation. please register to get more info

Strategies & Risk of Loss
Methods of Analysis and Investment Strategies. The Adviser utilizes a variety of methods and strategies to make investment decisions and recommendations. The Adviser primarily combines multiple hedged and leveraged investment strategies with Techniques to make investment decisions for its Clients. The Adviser integrates information, computing power and human skill to attempt to systematically extract alpha. The investment strategies that the Adviser employs include, but are not limited to, the following: statistically-based strategies; merger (or risk) arbitrage; closed-end fund/constituent arbitrage; fundamentally-driven strategies; event-driven strategies; spread-based and long/short strategies; volatility arbitrage and trading strategies; structured credit trading strategies; and contributor- based and sentiment-based strategies (e.g., strategies based on the Adviser’s proprietary alpha capture system). The specific strategies utilized on behalf of any given Client are described in greater detail in such Client’s offering memorandum. In general, the Adviser primarily uses quantitative mathematical models to implement its strategies and to seek to achieve the Mandates of each Client. Such quantitative mathematical models rely on patterns inferred from historical prices and other financial data in evaluating prospective investments. These formulas and models are typically implemented using high-powered computers that generate buy or sell indications to assist the Adviser in the purchase and sale of securities and other Instruments or alternatively send buy or sell orders directly to brokers or other third-party venues. The strategies used are highly complex and rely on quantitative (and to a lesser extent, technical) analysis of large amounts of real-time and historical financial and other data with a view towards identifying pricing discrepancies, inefficiencies and/or anomalies. In addition to the strategies described above, the Adviser also employs strategies and Techniques that focus more on fundamental analysis and research conducted by internal and external analysts (rather than computer-based quantitative and technical analysis) and/or strategies that combine two or more types of analysis in varying degrees. Fundamental analysis and research explores, among other things, issuers, industries, current market and financial conditions and an understanding of the drivers of change within these areas. Such fundamental analysis and research is generated by internal personnel and substantial numbers of external investment professionals, data vendors, market participants, experts, other consultants to the Adviser and/or licensors and is augmented from time to time by the Adviser. The Adviser either applies systematic mathematical formulae to such analysis and research, or, in the alternative, uses such analysis and research alone, without further quantitative analysis to assist in the Adviser’s investment decision making process. The Adviser may authorize certain employees to discuss or share investment ideas or theses, including as they relate to current holdings of the Adviser or Clients, with other investors or financial professionals. Given the differences among Clients and their respective Mandates, investment ideas or theses discussed or shared by the Adviser with such other investors, investment professionals or more broadly, may not reflect the forecasts and/or investment activity of all Clients. For example, an investment idea to buy a certain Instrument may reflect the forecasts of one Client and may be shared or discussed with other investors, financial professionals or more broadly, while a separate Client or TSA client may simultaneously seek to sell such Instrument. Accordingly, to the extent the discussion or sharing of investment ideas or theses impacts the broader market, Clients’ returns may be disproportionally impacted. The Adviser also employs non-systematic investment strategies on behalf of certain Clients in order to, among other things, manage certain risks or take advantage of sentiment of market participants or perceived or predicted events or market conditions. All of the investment methods and strategies used by the Adviser involve the risk of loss that Clients and investors in Clients should be prepared to bear. Investors are responsible for appropriately diversifying their assets to help guard against the risk of loss. Overview of Risk Management. Risk management is an integral part of the Adviser’s investment process and maintaining a controlled overall level of risk is part of the Adviser’s objective in managing Client assets. The Adviser generally seeks to control risk systematically through the use of its proprietary portfolio management and risk management systems and techniques. However, the Adviser may at times also employ certain non-systematic strategies in order to manage certain risk. Portfolio managers, working together with other personnel, evaluate various risks related to a given Client’s trading program (including many of the risks discussed below in “Material Risks (Including Significant or Unusual Risks) Relating to Investment Strategies”) and work to develop techniques for measuring, managing, and mitigating those risks (though there can be no assurance that any such risks will be effectively managed or mitigated). The Adviser’s Chief Risk Officer serves as an independent check on the risks taken across the platform and runs stress tests of various sorts to measure those risks. When needed, the Risk Department liaises with the portfolio managers to understand and potentially mitigate sources of risk. The Adviser primarily seeks to control portfolio risk for a given Client through a combination of strategy weightings, soft position limits and hard position limits that are programmed into each optimizer and seeks to reduce unwanted risk and factor other risks into the decision-making process when it decides which positions to hold in a given portfolio. This process is mostly automated but remains under the oversight of the portfolio and risk management teams. The Adviser evaluates strategy weights prior to their inclusion in a Client’s portfolio and periodically re-weights strategies based on, among other things, ongoing research and live trading results. A goal of these weighting exercises is to prevent any single strategy or set of strategies from unintentionally dominating a given portfolio, although, for the avoidance of doubt, portfolios do employ heavily-weighted strategies or sets of strategies. In order to seek to better control aggregate risk and to obtain efficiency in execution, multiple strategies are often traded together in combined, quantitatively-optimized portfolios within a given Client’s portfolio. The Adviser primarily relies upon the optimization process to determine a portfolio’s “target goal positions” across various Instruments. The optimization process incorporates certain risk parameters and factors that, combined with other metrics, shape the final “target goals.” These risk parameters and metrics are developed, in part, in an effort to seek to ensure that the Client stays within its Mandate. Each time the Adviser seeks to buy or sell an Instrument for a given Client, the applicable optimizer will measure a significant number of known risks that would result from issuing a target goal position and will adjust the target goal positions accordingly. An optimizer may make goal position adjustments based on risks related to size, liquidity, sector exposure and certain other factors. Portfolio management and risk teams monitor each Client’s risk-taking on an ongoing basis and the portfolio management teams may take action, or the risk teams may advise a portfolio management team to take action, if unwanted risk exposures are detected. Such actions include but are not limited to reducing strategy weights, lowering optimizer risk limits, adjusting other optimizer parameters and/or managing exposure through trading including, but not limited to, hedging. The monitoring tools available include, but are not limited to, Value at Risk (VaR) and similar calculations, stress-testing (based on both various historical and forward-looking scenarios), and other risk factor measurements. The Adviser may vary the risk of a Client’s investments (and therefore, possibly, a Client’s returns), in part, by varying the manner in which, and/or the degree to which, a Client’s investments are hedged or leveraged, including through the use of equity index futures, exchange traded products, swaps or similar instruments. A Client may, at times, maintain a substantial portion of its assets in money market instruments and government securities, either directly or indirectly through a cash management vehicle, with the objective of assuring the Client’s ability to satisfy the various credit and other obligations incurred in connection with its investment activities. Additionally, at any given time, the strategies and Techniques employed by a given Client or portfolio may involve significant systematic risks. The Adviser utilizes a Conflicts Committee comprised of certain of the Adviser’s and TSA’s senior management and control personnel. The primary purpose of the Conflicts Committee is to provide a body to which such personnel can raise potential conflicts of interest for evaluation, including potential conflicts which relate to investment process decisions. The Adviser generally seeks to manage each Client’s liquidity through its portfolio management systems and risk management activities in an effort to ensure that the liquidity profile of portfolio investments is consistent with a given Client’s redemption terms.
Material Risks (Including Significant or Unusual Risks) Relating to Investment Strategies.
Quantitative Strategies and Trading. Quantitative strategies and Techniques cannot fully match the complexity of the financial markets and therefore sudden unanticipated changes in underlying market conditions can significantly impact their performance. Further, as market dynamics shift over time, a previously highly successful strategy or Technique tends to become outdated— perhaps without the Adviser recognizing that fact before substantial losses are incurred. Even without becoming a completely outdated strategy or Technique, a given strategy’s or Technique’s effectiveness may decay in an unpredictable fashion for any number of reasons including, but not limited to, an increase in the amount of assets managed, the sharing of such strategy or Technique with other Clients or affiliates, the use of similar strategies or Techniques by other market participants and/or market dynamic shifts over time. Moreover, there are likely to be an increasing number of market participants who rely on strategies and Techniques that are similar to those used by the Adviser, which may result in a substantial number of market participants taking the same action with respect to an investment and some of these market participants may be substantially larger than any given Client. Should one or more of these other market participants begin to divest themselves of one or more positions, a “crisis correlation”, independent of any fundamentals and similar to the crises that occurred, for example, in September 1998 and August 2007, could occur, thereby causing certain Clients to suffer material, or even total, losses. Although the Adviser generally will attempt to deploy relative value strategies, this does not mean that the Clients will not be affected by adverse market conditions similar to those described above and/or others. There can be no assurances that the strategies pursued or Techniques implemented will be profitable, and various market conditions will be materially less favorable to certain strategies than others. Mispricings, even if correctly identified, may not be corrected by the market, at least within a time frame over which it is feasible for any given Client to maintain a position. In the event that the perceived mispricings underlying the Adviser’s relative value trading positions were to fail to converge toward, or were to diverge further from, relationships expected by the Adviser, Clients would incur a loss. Even pure arbitrage positions can result in significant losses if a Client does not maintain both sides of the position until expiration. Certain Clients utilize high degrees of leverage and therefore could be forced to liquidate positions prematurely in order to meet margin or collateral calls, causing an otherwise “pure” arbitrage position to result in major losses. Statistical Measurement Error. Many of the strategies employed by the Adviser rely on patterns inferred from the historical series of prices and other data. Even if all of the assumptions underlying the strategies were met exactly, the strategies can only make a prediction, not afford certainty. There can be no assurance that the future performance will match the prediction. Further, most statistical procedures cannot fully match the complexity of the financial markets and as such, results of their application are uncertain. In addition, changes in underlying market conditions can adversely affect the performance of a statistical strategy. Reliance on Technology. The Adviser’s strategies and Techniques are fundamentally dependent on technology, including hardware, software and telecommunications systems. The data gathering, research, forecasting, portfolio construction, order execution, trade allocation, risk management, operational, back office and accounting systems, among others, utilized by the Adviser are all highly automated and computerized. Such automation and computerization is dependent upon an extensive amount of proprietary software, software created by affiliates and contractors of the Adviser and third-party hardware and software. The Adviser typically does not utilize design documents or specifications when building its proprietary software. The proprietary software code thus typically serves as the only definitive documentation and specification for how such software should perform. This proprietary software and third-party hardware and software are known to have errors, omissions, imperfections and malfunctions (collectively, “Coding Errors”). Coding Errors in third- party hardware and software are generally entirely outside of the control of the Adviser. The Adviser seeks to reduce the incidence and impact of Coding Errors through a certain degree of internal testing and real-time monitoring, and the use of independent safeguards in the overall portfolio management system and often, with respect to proprietary software, in the software code itself. Despite such testing, monitoring and independent safeguards, Coding Errors will result in, among other things, the execution of unanticipated trades, the failure to execute anticipated trades, the failure to properly allocate trades, the failure to properly gather and organize available data, the failure to take certain hedging or risk reducing actions and/or the taking of actions which increase certain risk(s) all of which can and do have adverse (and materially adverse) effects on Clients and/or their returns. Coding Errors are often extremely difficult to detect and resolve, and, in the case of proprietary software, the difficulty of resolving potential Coding Errors is exacerbated by the lack of design documents or specifications. Regardless of how difficult their detection appears in retrospect, some of these Coding Errors will go undetected for long periods of time and some will never be detected. The degradation or impact caused by these Coding Errors can compound over time. Moreover, the Adviser will detect certain Coding Errors that it chooses, in its sole discretion, not to address or fix. The Adviser will not perform a materiality analysis on many of the Coding Errors it discovers in its software code. Clients (and investors therein) should assume that Coding Errors and their ensuing risks and impact are an inherent part of investing with a process-driven, systematic investment manager such as the Adviser. Accordingly, the Adviser does not expect to disclose discovered Coding Errors to the Clients or their investors. For the avoidance of doubt, Coding Errors are generally not considered trade errors under the Adviser’s trade errors policy. See “Trade Errors” below. The Adviser seeks, on an ongoing basis, to create adequate backups of software and hardware where possible but there is no guarantee that such efforts will be successful. Further, to the extent that an unforeseeable software or hardware malfunction or problem is caused by a defect, security breach, virus or other outside force, the Clients may be materially adversely affected. Reliance on Data. The Adviser’s strategies and Techniques are highly reliant on the gathering, cleaning, culling and analyzing of large amounts of data from third-party and other sources. It is not possible or practicable, however, to factor all relevant, available data into forecasts and/or trading decisions. The Adviser will use its discretion to determine what data to gather with respect to any strategy or Technique and what subset of that data the Adviser’s strategies and Techniques take into account to produce forecasts which have an impact on ultimate trading decisions. In addition, due to the automated nature of such data gathering and the fact that much of this data comes from third-party sources, it is inevitable that not all desired and/or relevant data will be available to, or processed by, the Adviser at all times. In such cases, the Adviser often will continue to generate forecasts and make investment and trading decisions based on the data available to it. Additionally, the Adviser may determine that certain available data, while potentially useful in generating forecasts and/or making investment and trading decisions, is not cost effective to gather, store, process, clean and/or organize due to either the technology costs or third-party vendor costs and, in such cases, the Adviser will not utilize such data. Clients (and investors therein) should be aware that, for all of the foregoing reasons and more, there is no guarantee that any specific data or type of data will be utilized in generating forecasts or making investment and trading decisions on behalf of the Clients, nor is there any guarantee that the data actually utilized in generating forecasts or making investment and trading decisions on behalf of the Clients will be (i) the most accurate data available or (ii) free of errors. Clients (and investors therein) should assume that the foregoing limitations and risks associated with gathering, cleaning, culling and analyzing large amounts of data from third-party and other external sources are an inherent part of investing with a process-driven, systematic investment manager, especially one that invests in a large universe of Instruments such as the Adviser. Use of Simulations. The Adviser sets expectations for Client performance based on, among other things, simulated performance results from portfolio simulations that use historical and simulated data and take into account the size and trading activities of other Clients and clients of affiliates. These portfolio simulations have inherent limitations. For example, these portfolio simulations are designed with the benefit of hindsight and do not represent actual trading; actual returns will be different than those of the simulations. In addition, Clients (and investors therein) should note that the interpretation of simulated performance results is an inherently subjective process, requires significant interpretation by portfolio management personnel, and is ultimately based upon the knowledge, expertise and subjective beliefs of portfolio management personnel about the workings of the strategies, Techniques and markets. For the avoidance of doubt, differing interpretations of any given portfolio simulation's results are common. There can be no assurance that the future performance of any strategies employed by a Client will match any simulated performance results from portfolio simulations. Cybersecurity Risk. The information and technology systems of the Adviser and of key service providers to the Clients are vulnerable to potential damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although the Adviser has implemented various measures designed to seek to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, it may be necessary for the Adviser or a service provider to make a significant investment to fix or replace them and to seek to remedy the effect of such issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the operations of the Clients and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information. While many investment advisers and funds are subject to the same or similar risks in respect of their operations, these risks are particularly acute with respect to an investment in the Clients due to the Adviser’s and the Clients’ fundamental dependence on technology (as discussed herein). In addition, in connection with the services provided to a Client, an investor’s personal data will be subject to the Adviser’s privacy policy, will be shared with certain Two Sigma Affiliates and will be transferred and/or stored in various jurisdictions in which Two Sigma Affiliates, a Client’s administrator or sub-administrator and/or their respective affiliates have a presence, including to jurisdictions that may not offer a level of personal data protection equivalent to the investor or prospective investor’s country of residence. Trade Errors. On occasion, errors occur with respect to trades executed on behalf of Clients. The Adviser has adopted policies and procedures reasonably designed to identify and resolve trade errors (as defined in the Adviser’s trade errors policy) in a timely manner. Losses resulting from such trade errors will generally be borne by the Client except to the extent provided in the Client’s applicable offering memorandum or other governing document. Accordingly, to the extent such trade errors occur, the Client and/or its returns may be materially adversely affected. The Adviser will have a conflict of interest in determining whether the Adviser has satisfied the applicable standard of care. When a trade error occurs, the Adviser will seek to ensure that the Client is treated in a manner that is consistent with policies and procedures, applicable law and the fiduciary duties owed to the Client. Unless otherwise required by the offering or organizational documents of the Client, the Adviser generally will not notify the Client (or the investors therein) that a trade error has occurred. Risk of Process Changes. As an evolving company, there can be no guarantee that any of the numerous processes developed by the Adviser to perform various functions (including, without limitation, processes related to data gathering, research, forecasting, portfolio construction, order execution, trade allocation, risk management, compliance, operations and accounting) will not change over time or, in some cases, cease altogether (such changes or cessations, “Process Changes”). Except as restricted by rule, regulation, requirement or law, the Adviser reserves the right to make Process Changes in its sole and absolute discretion. The Adviser may make Process Changes due to: (i) external factors such as, without limitation, changes in law or legal/regulatory guidance, changes to industry practice, market factors or changes to external costs; (ii) internal factors such as, without limitation, personnel changes, changes to proprietary technology, security concerns or updated cost/benefit analyses; or (iii) any combination of the foregoing. Effects of Process Changes are inherently unpredictable and may lead to unexpected outcomes which ultimately have an adverse impact on one or more Clients. In addition, certain Process Changes, for example certain Process Changes made due to changes in law or legal/regulatory guidance, may be made despite the Adviser’s belief that such Process Changes will have an adverse impact on one or more Clients. Finally, while the Adviser may notify the Clients or investors in the Clients about certain of its Process Changes, the vast majority will be made without any such notification. Leverage Risk. The Adviser employs substantial leverage on behalf of many of its Clients. Such leverage may be achieved by borrowing funds from U.S. and non-U.S. brokers, banks, dealers and other lenders, purchasing or selling Instruments on margin or with collateral and using options, futures, forward contracts, swaps and various other forms of derivatives and other instruments which have substantial embedded leverage. If a Client can no longer utilize margin or post collateral under such lending arrangements, such Client could be required to liquidate a significant portion of its portfolio, and trading would be constrained, adversely affecting such Client’s performance. Trading on leverage will result in greater risks, exposures, interest charges and costs, which may be explicit (e.g., in the case of loans) or implicit (e.g., in the case of many derivative instruments) and such charges or costs could be substantial. The use of leverage, both through direct borrowing and through the investment in various types of instruments across a wide variety of asset classes, can and will substantially increase the market exposure (and market risk) to which a Client is subject. Specifically, if the value of such Client’s portfolio fell below the margin or collateral level required by a prime broker or dealer, the prime broker or dealer would require additional margin deposits or collateral amounts. If such Client were unable to satisfy such a margin or collateral call by a prime broker or dealer, the prime broker or dealer could liquidate the Client's positions in the Client’s account with the prime broker or for which the dealer is the counterparty and cause the Client to incur significant losses. The failure to satisfy a margin or collateral call, or the occurrence of other material defaults under margin, collateral or other financing agreements, could trigger cross-defaults under such Client's agreements with other brokers, dealers, lenders, clearing firms or other counterparties, multiplying the adverse impact to such Client. In addition, because the use of leverage will allow such Client control of or exposure to positions worth significantly more than the margin or collateral posted for such positions, the amount that such Client may lose in the event of adverse price movements will be high in relation to the amount of this margin or collateral amount, and could exceed the value of the assets of such a Client. Trading of futures, forward contracts, equity swaps and other derivatives, for example, generally involves little or no margin deposit or collateral requirement and, therefore, provides substantial implicit leverage. Accordingly, relatively small price movements in these Instruments (and others) may result in immediate and substantial losses. While the Adviser and TSA will endeavor to equitably allocate any benefit from their trading agreements to their respective clients, at any point in time some Clients or TSA clients (including clients that may contain primarily proprietary capital or that pay the Adviser or TSA higher performance-based compensation or fees) may benefit more or less than others due to factors such as size, Mandate, operating history, leverage levels and any changes thereto. In the event of a sudden decrease in the value of a Client’s assets, a Client might not be able to liquidate assets quickly enough to satisfy its margin or collateral requirements. In that event, such entity would become subject to claims of financial intermediaries that extended “margin” loans or counterparty credit. Such claims could exceed the value of the assets of the Client. Trading of futures, generally involves little or no margin deposit requirement and, therefore, provides substantial leverage. Accordingly, relatively small price movements in these Instruments (and others) may result in immediate and substantial losses to the Client. The banks, dealers, and counterparties (including prime brokers, futures commission merchants and central clearing houses) that provide financing to Clients can apply essentially discretionary margin, haircut, financing and collateral valuation policies. Changes by banks, dealers and counterparties in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous times or prices. There can be no assurance that such Clients will be able to secure or maintain adequate financing. Risk of Independent Management, Independent Deleveraging or Liquidation. The Adviser will make portfolio decisions on behalf of a particular Client based on such Client’s Mandate, with the result that decisions made by the Adviser on behalf of one Client may vary materially from the decisions made by the Adviser on behalf of other Clients, including during times of market stress and during liquidation events (e.g., the 2007 “quant meltdown”). Because the Adviser employs the same or similar strategies and Techniques on behalf of many of its Clients and because such Clients often trade the same or similar Instruments, the decisions made by the Adviser on behalf of any individual Client are likely to have a material impact on other Clients. This impact is likely to be exacerbated during times of market stress and/or during liquidation events. For example, to the extent that the Adviser decides to liquidate or “delever” all or any portion of one Client’s portfolio for any reason (especially a portfolio operating the Alternative Strategies which tend to trade more volume and more quickly), such liquidation or deleveraging is likely to adversely affect positions held by other Clients or such other Client’s ability to liquidate or delever the same or similar positions, whether or not the Adviser has made the independent decision to liquidate or delever such other Clients’ portfolios. In addition, TSA will, in the ordinary course of its business, exercise its discretion on behalf of its clients (many of which use the same or similar strategies as certain Clients) independently of the Adviser and any portfolio decisions made by TSA, including the decision to liquidate or delever all or a portion of any given portfolio, may, or in certain cases would be expected to, have a materially adverse effect on Clients. Given the size and scope of the portfolios traded by Clients and TSA clients, the Adviser expects that it is unlikely to be able to liquidate or delever such portfolios in an orderly fashion, particularly during times of market stress and/or during liquidation events. Varying Liquidity Terms. Different Clients that invest in the same master funds, investment trading vehicles or cash management vehicles have different liquidity terms with respect to such entities. Such differences include, but are not limited to, more frequent redemption dates and/or shorter notice periods. Under certain circumstances, therefore, investors in certain Clients can redeem or withdraw, as applicable, from the applicable master fund, investment trading vehicle or cash management vehicle at times when the ability of investors in other Clients to redeem is restricted. Highly Volatile Markets. The prices of securities and other Instruments can be highly volatile. Price movements of Instruments in which Clients trade are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Clients are also subject to the risk of the failure of any of the exchanges on which its positions trade or of their clearinghouses and subject to the risk of failure of their counterparties in the case of OTC positions. Hedging Risk. The Adviser will (directly or indirectly) employ hedging for certain Clients by taking long and short positions in related Instruments. Hedging against a decline in the value of a portfolio position does not eliminate fluctuations in the values of such portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus seeking to moderate the decline in the value of such portfolio position. Such hedging transactions also limit the opportunity for gain if the value of the portfolio position should increase. In the event of an imperfect correlation between a position in a hedging instrument and the portfolio position that it is intended to protect, the desired protection may not be obtained, and a Client will be exposed to risk of loss. In addition, it is not possible to hedge fully or perfectly against any risk, and hedging entails its own costs. Positions which would typically serve as hedges may actually move in the same direction as the Instruments they were initially attempting to hedge, adding further risk (and losses) to the Client. The Adviser may determine in its sole discretion not to hedge against certain risks, and certain risks exist that cannot be hedged. Commodities. Commodity investments are affected by business, financial market or legal uncertainties. There can be no assurance that the Adviser will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on its (direct or indirect) commodity investments. Prices of commodity investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the performance of a Client. In addition, the performance of a Client may fluctuate as the general level of interest rates fluctuates. Short Selling Risk. A Client’s investment program may include a significant amount of short selling. Short selling transactions expose the Client to the risk of loss in an amount greater than the initial investment, and such losses can increase rapidly and without effective limit. Short sales can, in certain circumstances, substantially increase the impact of adverse price movements on a Client’s portfolio. A short sale of an Instrument involves the risk of a theoretically unlimited loss from a theoretically unlimited increase in the market price of the Instrument, which could result in an inability to cover the short position. In addition, there can be no assurance that securities or other Instruments necessary to cover a short position will be available for purchase. There is the risk that the Instruments borrowed by the Client in connection with a short sale would need to be returned to the lender on short notice. If such request for return of Instruments occurs at a time when other short sellers of the subject Instrument are receiving similar requests, a “short squeeze” can occur, wherein the Client might be compelled, at the most disadvantageous time, to replace the borrowed Instruments previously sold short with purchases on the open market, possibly at prices significantly in excess of the proceeds received earlier in originally selling the Instruments short. Purchasing Instruments to close out the short position can itself cause the price of the Instruments to rise further, thereby exacerbating any loss. Frequent Trading. The Adviser’s primary strategies involve frequent trading of Instruments which results in significantly higher commissions and charges to Clients due to increased brokerage, which will offset Client profits. Merger Arbitrage/Deal Risk. The most significant risk in merger arbitrage is that a transaction will be abandoned such that the value of securities purchased falls, resulting in loss of capital. This loss will be increased if the price of the shorted security (i.e., the acquiring company) rises as the deal is called off. Abandonment may occur for a number of reasons, including (i) regulatory or antitrust prohibitions, delays or restrictive conditions for approval of the merger; (ii) problems arising out of due diligence review; (iii) incompatibility of the managements of the two parties; (iv) incompatibility of strategies; or (v) a movement outside of the required price range in “collar” transactions. When a deal is not abandoned, there is still a risk of price renegotiation or a timing delay. Event Driven Strategies Risk. A Client may have investments in companies involved in (or the target of) acquisition attempts or tender offers or companies involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies and similar transactions. In any investment opportunity involving any such type of business enterprise, there exists the risk that the transaction in which such business enterprise is involved either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to a Client of the security or other Instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, a Client may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which a Client may invest, there is a potential risk of loss by a Client of its entire investment in such companies. In connection with such transactions (or otherwise), a Client may purchase securities on a when-issued basis, which means that delivery and payment take place sometime after the date of the commitment to purchase and is often conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, reorganization or debt restructuring. The purchase price and/or interest rate receivable with respect to a when-issued security are fixed when a Client enters into the commitment. Such securities are subject to changes in market value prior to their delivery. Lack of Diversification. Because a Client may not always be diversified across markets, industries, geographies or instrument types and because a Client may concentrate its investments in a few industries, issuers and Instruments in a specific geographic area, the negative impact on the value of the assets of a Client due to adverse movements in a particular economy or industry or in the value of the securities of particular issuer or Instrument could be considerably greater than if a Client were not permitted to concentrate its investments to such a significant extent. If a Client’s portfolio becomes concentrated in a limited number of investments, such Client’s performance will not necessarily correlate with the performance of the markets on which Instruments held by the Client are traded. Any loss with respect to a portfolio Instrument may have a significant adverse impact on a Client. Adverse Effects of Substantial Growth. Many of the strategies and Techniques used by a Client will be utilized by the Adviser on behalf of more than one Client and will be licensed to TSA for utilization on behalf of TSA’s clients. A strategy or set of strategies and Techniques employed by a Client may also be employed in a significant way (e.g., to support billions of dollars of invested assets) on behalf of one or more other Clients. Further, due to a variety of factors, the profitability of many of these strategies are expected to decrease as the assets of clients of the Adviser (or its affiliates) increase, thereby potentially decreasing any Client’s returns relative to its historical performance. This may be the case whether the Adviser (or its affiliates) utilizes the same strategies, or another strategy that trades in similar or related securities on behalf of different Clients or TSA clients. Possible Adverse Effects of Substantial Withdrawals or Redemptions. In the event that there are substantial investor withdrawals or redemptions from a Client in a short period of time, the Adviser may find it difficult to adjust its asset allocation and trading strategies to the suddenly reduced amount of such Client's assets under management. Under such circumstances, in order to provide funds to satisfy withdrawal or redemption requests, the Adviser may be required to liquidate positions at an inappropriate time or on unfavorable terms, resulting in a lower net asset value for the remaining investors and a lower withdrawal or redemption amount for the withdrawing or redeeming investors. On an ongoing basis, irrespective of the period over which substantial withdrawals or redemptions occur, it may be more difficult for Clients to generate additional profits operating on a smaller asset base and, as a result of liquidating assets to assist a Client to fund withdrawals or redemptions, any such Client may be left with a much less liquid portfolio. Finally, if a substantial number of investors were to withdraw or redeem all or a portion of their investment from a Client and the Client did not have a sufficient amount of cash, the Client might have to meet such withdrawal or redemption requests through distributions of securities or other instruments (which may include then illiquid securities) at a time that is potentially unfavorable. Position Limits. “Position limits” imposed by various exchanges (including, without limitation, certain futures exchanges) or regulators may limit a Client’s ability to effect desired trades. Position limits are the maximum amounts of net long or net short positions that any one person or entity may own or control in a particular Instrument. Position limits may also be imposed by the Adviser for risk management purposes or to avoid triggering regulatory filings or other obligations. All positions owned or controlled by the same person or entity or its affiliates, even if in different Clients or accounts, generally are aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if the Client does not intend to exceed applicable position limits, it is often the case that different Clients managed by the Adviser and its affiliates (including TSA) are aggregated. If at any time positions managed by the Adviser exceed applicable position limits, the Adviser would be required to liquidate positions of a Client or reallocate position limit budgets of its Clients to the extent necessary to come within those limits. Further, to avoid exceeding the position limits, Clients might have to forego or modify certain of their contemplated trades and, as a result, will lose the opportunity to fully capitalize on investment opportunities. The Adviser will not be free from conflict in respect of such decisions. In addition, it is possible that one or more regulators may change applicable position limits. In such case, the Adviser may be required to liquidate positions of Clients to the extent necessary to come within the revised limits. Further, any such position limit change may lead to Client losses based on dislocation in the market generally. Risks Associated with Strategies that Utilize Third-Party Analysis. Strategies that systematically utilize an expanded range of third-party research and analysis may rely on patterns inferred from historical series or portions of relevant research. There can be no assurance that the future performance of these or any other strategies employed by the Adviser will match such predictions. Further, the Adviser anticipates that, due to the discretionary nature of the research driving these strategies, back-testing of the data utilized in such strategies may be less predictive than back- testing of other data utilized in other strategies pursued by the Clients. These investment strategies are reliant to some degree on human discretion (i.e., the fundamental analysis, recommendations or research generated by persons conducting such research and analysis (the “Providers”)). In addition, these strategies are highly reliant on a Client’s ability to provide adequate incentives to the Providers to generate and/or provide good analysis, recommendations or research, as applicable. Further, because the Providers typically will be employees of broker-dealers or other financial institutions, experts and/or consultants and will not be directly supervised by the Adviser, utilizing their analysis, recommendations or research, as applicable, presents certain regulatory or other risks. For example, there is a risk that a Provider will furnish material non-public information to the Adviser or its affiliates thereby potentially limiting a Client’s ability to trade in the securities of a particular company (including trades that would have been made based on other strategies utilized by the Client) or subjecting the Adviser to regulatory risks or restrictions. See “Trading Restrictions” below. Competition. There have been and will likely continue to be attempts by others to duplicate the strategies being developed by the Adviser. Although the Adviser believes that it has taken reasonable measures to protect the confidential and proprietary nature of these strategies, it is likely that certain of the Adviser’s competitors currently have, or will develop, relationships with certain of the data providers and/or investment service providers that will be providing data and/or conducting much of the analysis, recommendations or research, as applicable, utilized in these strategies and will therefore have access to such data, analysis, recommendations or research, as applicable. Clients do and will continue to compete with other funds (including other funds managed by the Adviser and its affiliates) and institutional investors for the same or similar investment opportunities. Such competition reduces the opportunities available to the Clients to generate returns. Trading Restrictions. In the course of its activities, there is a risk that the Adviser will receive material non-public information. The Adviser may receive such information directly as a result of its own business activities or exploration of new business opportunities, or indirectly as a result of its relationship with affiliates including, but not limited to, TSA, TSIS, Sightway, TSV and TSS, which are discussed in Item 10 of this brochure. In such event, Clients will be restricted from trading certain securities regardless of whether the activities leading to the receipt of material non- public information were for the benefit of such Clients or otherwise. While the Adviser has instituted compliance procedures that it believes will minimize such risks, such compliance procedures may result in, among other things, a Client not participating in investment opportunities in which it would have otherwise been eligible to participate, not selling an investment it would otherwise sell or not selling an investment at the time it would otherwise choose to sell such investment, resulting in potential or actual losses and potentially hindering the timely liquidation of a Client's portfolio. Such restrictions may have a material impact on the gains and losses of Clients. Information Asymmetry. Certain employees and/or affiliates of the Adviser who from time to time may invest directly or indirectly in Clients will receive and/or have exposure to information related to such Clients’ portfolios and operations, either directly or by means of their respective day-to- day roles at the Adviser or its affiliates, and any such information may not be shared with (or otherwise known by) other investors in such Clients. Additionally, certain Clients that invest in the same or similar portfolios as other Clients will receive, directly or indirectly, more frequent reporting regarding such portfolios than such other Clients receive. As a result, in the event of any overlap among investors in these Clients, such overlapping investors may receive or infer additional or more timely information regarding such portfolios than is known to other investors in such other Clients. Investors with greater exposure to information will be at an advantage as compared to other investors with regard to investment decision-making. Valuation Risks. Valuing Clients’ assets is complex and may involve uncertainties and discretionary determinations. As a result, values used in determining investors' sharing percentages (e.g., upon new subscriptions), redemption or withdrawal proceeds and fees might not accurately reflect the amounts the Client could obtain (or would be required to pay as to some types of derivatives positions) if it were to try to sell the security (or close the position). For example, if an investor redeems or withdraws from a Client, subsequent valuation adjustments to investments may occur, and there is a risk that the redeeming or withdrawing investor may receive an amount upon redemption or withdrawal which is greater or less than the amount the investor would have been entitled to receive on the basis of the adjusted valuation. To the extent such subsequently adjusted valuations adversely affect a Client’s net asset value, the Client will be adversely affected to the benefit of investors who had previously redeemed or withdrawn. Conversely, any increases in the net asset value resulting from such subsequently adjusted valuations generally will be entirely for the benefit of current investors and to the detriment of investors who redeemed or withdrew at a net asset value lower than the adjusted amount. New investors may be affected in a similar way as the same principles apply to subscriptions or transfers. Net asset value determinations are generally conclusive and binding on all investors for all purposes, including determining the subscription and redemption or withdrawal prices and fees paid to the Adviser.
Risks Associated with Types of Securities that are Primarily Recommended (including
Significant or Unusual Risks)
Equity Securities. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short as well as over the long term and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and “growth” stocks can react differently from “value” stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally. Rights and Warrants. Rights and warrants entitle the holder to buy equity securities at a specific price for a specific period of time. Rights and warrants are more speculative than certain other types of investments in that they do not entitle a holder to dividends or voting rights with respect to the underlying securities nor do they represent any rights in the assets of the issuing company. Also, the value of a right or warrant does not necessarily change with the value of the underlying securities and a right or warrant ceases to have value if it is not exercised prior to the expiration date. Exchange-Traded Products. Certain Clients may invest in exchange-traded products (“ETPs”), including, but not limited to, registered investment companies. Investments in an ETP are subject to the fees and expenses of the ETP, which may include a management fee, other fund expenses and a distribution fee. The Investment Company Act of 1940, as amended, places certain restrictions on the percentage of ownership that a private investment fund may have in a registered investment company. A Client’s positions in ETPs are subject to a number of risks associated with the management and market conditions of the ETP. These include (but are not limited to): (i) Delisting—An ETP may be delisted and liquidated at the discretion of its issuer. Should a Client hold a position in an ETP when it is delisted, such Client may be subject to costs associated with the ETP’s liquidation, counterparty risk against the issuer, and additional taxes due to cash distributions from the liquidation. (ii) Market Maker Instability—The supply and demand of ETP shares are kept in balance by its authorized participants. The authorized participants of an ETP may, purposefully or by mistake, destabilize the supply-demand balance of an ETP, causing tracking error of the ETP to its constituent instruments that may negatively affect the value of an entity’s position in the ETP. (iii) Hidden Illiquidity—The liquidity of an ETP is determined not only by the ETP’s own market liquidity but how easy or difficult it is to transact in the ETP’s constituent instruments. If one or more of an ETP’s constituent instruments becomes difficult to buy or sell, the ETP may become difficult to transact or experience tracking error that negatively affects the value of positions held in the ETP. (iv) Borrow Availability—The ability to take short positions in an ETP is subject to borrow availability. The ability to take optimal positions in ETPs may be adversely affected by one or more ETPs becoming hard to borrow. (v) Constituent Fluctuation—ETPs on equity indices attempt to track their underlying indices closely. However, the issuer may in its discretion temporarily introduce ex- index constituents to the ETP, including ex-index equities and foreign currencies. This may introduce risks and tracking error that are difficult to model to the ETP and that may negatively affect the value of positions in the ETP. (vi) Additional Taxation—Depending on the ETP's structure, investors may be subject to additional taxation on distributions from ETPs. Clients may invest in ETPs listed in countries different from their constituent instruments. These ETPs are subject to additional risks not typically associated with ETPs listed in the same country as their constituents, including (i) movements in currency exchange rates; (ii) significant events that affect the ETP's underlying value that occur when the ETP's listed exchange is closed; and (iii) risk factors that arise from trading in foreign instruments. Concentration Risk of Custodians, Dealers and Prime Brokers. Certain Clients will clear their equities, ETPs and futures trades in accounts that they will maintain with a custodian, dealer and/or prime broker and/or their affiliates. As a result, the custodian (or its affiliates) will maintain custody of all or a material portion of the assets of Clients. The Adviser expects, at times, to utilize only one (1) custodian for clearing and custody of a particular Client’s futures and swap transactions, as well as equity trades. The Adviser may also, in its sole discretion, elect to utilize other and/or additional custodians, dealers and/or prime brokers for purposes of clearing and custodying equity and/or futures and swap transactions, however, the potential concentration of the clearing and custody of a Client’s assets means that the Client is subject to risks associated with such lack of diversification. In particular, the Client would be subject to material risks in the event of the bankruptcy, default or other credit event involving any custodian, dealer and/or prime broker (or their affiliates) and/or in the event of a material failure of any trading, clearance, settlement or other systems of any custodian, dealer and/or prime broker (or their affiliates). Options and Derivatives. A Client may engage in trading in options on individual securities, securities sectors, securities indices, futures contracts, foreign exchange contracts or commodities. Trading options entails certain risks, some of which are described below. In addition, if the purchaser of an option exercises the option, the holder will, in effect, be buying or selling the underlying instrument, and will then be subject to the same risks as are attendant to trading in such instrument. Trading in options can result in a greater potential for profit or loss than trading in the underlying instruments. The value of an option will change because of a change in the value of the underlying instruments, the passage of time, changes in the market’s perception as to the future price behavior of the underlying instruments or any combination of the foregoing and/or other factors. In the case of the purchase of an option, the risk of loss of an option buyer's entire investment in the option (i.e., the premium paid and transaction charges) reflects the nature of an option as a wasting asset that may become worthless at its expiration. Where an option is written (or sold) uncovered, the option seller may be liable to post substantial additional margin or collateral, and the risk of loss is substantial and is theoretically unlimited for written call options, as the option seller will be obligated to deliver, or take delivery of, the underlying instrument at a predetermined price, which may, upon the exercise of the option, be significantly different from its market value at the time the option was initially written (or sold). Additionally, Clients may purchase and sell exchange-traded options or privately negotiated OTC derivatives. There can be no guarantee that there will at all times be a liquid market for these options or derivatives. A market could become unavailable if one or more exchanges or dealers were to stop trading options or OTC derivatives, respectively, or it could become unavailable with respect to options on a particular underlying instrument if exchanges or dealers stopped trading derivatives on that underlying instrument. In addition, a market could become temporarily unavailable if unusual events (e.g., volume exceeds clearing capability) were to interrupt normal exchange operations. If an options market were to become illiquid or otherwise unavailable, an option holder would be able to realize profits or limit losses only by exercising the option and an options seller or writer would remain obligated until the option is exercised or expires. If trading is interrupted in an underlying instrument, the trading of options or derivatives on that instrument is usually halted as well. Holders and writers of options or dealers in any derivative will not be able to close out their positions until trading resumes in the underlying instrument, and they may be faced with considerable losses if the instrument reopens at a substantially different price. In the case of options, even if options trading is halted, holders of options may be able to exercise their options. However, if trading has also been halted in the underlying instrument, option holders face the risk of exercising options without knowing the instrument's current market value. If exercises do occur when trading of the underlying instrument is halted, the party required to deliver the underlying instrument may be unable to obtain it, which would necessitate a postponed settlement and/or the fixing of cash settlement prices. Futures. A Client may engage in regulated and unregulated futures transactions, both for bona fide hedging of existing long and short positions, but also for independent profit opportunities. Trading in futures involves significant risks, including, but not limited to: (i) price volatility; (ii) highly leveraged trading; and (iii) possible illiquidity. Clients may sustain a total loss of the initial margin and any maintenance margin that it posts (directly or indirectly) to a broker to establish or maintain a position in the futures market. If the market moves against a Client's position, such Client may be called upon to post a substantial amount of additional margin, on short notice, in order to maintain its position. If a Client does not provide the required margin within the prescribed time, its position may be liquidated at a loss, and a Client will be liable for any resulting deficit in its account. Under certain market conditions, a Client may find it difficult or impossible to liquidate a position. This can occur, for example, when the market makes a “limit move.” Placing contingent orders, such as a “stop-loss” or “stop-limit” order, will not necessarily limit losses to the intended amounts, since market conditions may make it impossible to execute such orders. A “spread” position may not be less risky than a simple “long” or “short” position. The high degree of leverage that is often obtainable in futures trading because of the small margin requirements can work against a Client as well as for it. The use of leverage can lead to large losses. Non-U.S. futures markets may have greater risk than U.S. futures markets. Unlike trading on U.S. commodity exchanges, trading on non-U.S. commodity exchanges is not regulated by the CFTC (as defined below) and are subject to greater risks than trading on domestic exchanges. An option on a futures contract is a right or an obligation to either buy or sell the underlying futures contract at a specific price. The risks of trading options on futures are similar to the risks of trading securities options. See “Options and Derivatives” above. In addition, if the purchaser of an option on a futures contract exercises the option, the holder will, in effect, be buying or selling the underlying futures contract, and will then be subject to the same risks as are attendant to futures trading. Foreign Instruments. Trading in non-U.S. instruments and derivatives on non-U.S. instruments involves risks and considerations not present in the trading of U.S. instruments and derivatives. Since non-U.S. instruments generally are denominated, pay interest and are settled in non-U.S. currencies, the value of the assets of a Client as measured in U.S. Dollars will be affected favorably or unfavo please register to get more info

On March 28, 2017, a Panel of the Business Conduct Committee of the Chicago Board of Trade (“CBOT”) accepted an offer of settlement from the Adviser in connection with a CBOT position limit rule. The CBOT Notice relating to this matter stated that on February 22nd and February 23rd 2016, certain Clients and TSA clients held aggregated wheat futures positions in excess of the CBOT standard all month limit. Upon discovery, the overage was liquidated to bring the aggregate position into compliance with the CBOT limits. As part of the settlement, the Adviser agreed to pay a fine of $25,000, while neither admitting nor denying any rule violation. please register to get more info

Activities & Affiliations
In addition to the Adviser, Two Sigma Affiliates include four investment advisers registered with the SEC: TSA, Two Sigma Investor Solutions, LP (“TSIS”), Sightway Capital, LP (“Sightway”) and Two Sigma Ventures, LP (“TSV”). The Adviser is also affiliated with one broker-dealer registered with FINRA and the SEC: TSS. TSA, a Delaware limited partnership, manages third- party private investment funds and provides advisory services to certain separately managed accounts. TSIS, a Delaware limited partnership, provides non-discretionary investment-related services to help its clients with strategic asset allocation, risk management, and certain other portfolio-related matters. Sightway, a Delaware limited partnership, focuses on private equity- style investments (including through negotiated transactions in operating entities), forming new operating entities and investments in private investment funds managed by unaffiliated third-party managers. TSV, a Delaware limited partnership, focuses on venture capital investments, including negotiated transactions in operating entities that utilize advanced science, technology, computing, engineering, and/or mathematics to innovate in their selected market. The brochures for each of TSA, TSIS, Sightway and TSV are available through the SEC’s Investment Adviser Public Disclosure website. The Adviser and TSA are each registered as both a commodity pool operator and a commodity trading advisor with the U.S. Commodity Futures Trading Commission (the “CFTC”) under the Commodity Exchange Act. Additionally, TSIS is registered as a commodity trading advisor with the CFTC under the Commodity Exchange Act. In connection with the Adviser’s (and certain of its affiliates’) registration as commodity pool operators or commodity trading advisors, certain of the Adviser’s management persons and personnel are registered as associated persons of and/or as principals of the Adviser (and/or its affiliates). TSS is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and a number of other self-regulatory organizations and exchanges. Certain of the Adviser’s management persons and employees are registered representatives or principals of TSS. TSS is registered as a market maker, conducts proprietary trading in multiple asset classes, and serves as an “introducing broker-dealer” executing trades for the Adviser on behalf of one or more Proprietary Trading Vehicles, as well as for unaffiliated investment advisers (the “Agency Brokerage Business”). TSS does not custody any customer funds, nor does TSS clear or settle trades. TSS and the Adviser draw upon each other’s research, technology and other proprietary assets and have implemented expense-sharing arrangements in connection therewith. Accordingly, TSS has and may continue to draw upon certain Adviser proprietary assets for its Agency Brokerage Business, which provides trade execution services to unaffiliated investment advisers that may compete with the Adviser and/or the Clients. In carrying out its services to certain clients of the Agency Brokerage Business, TSS uses software and algorithms customized for a particular client (and potentially additional clients in the future) of TSS that are developed by TSIS’s global execution team. Such customized software and algorithms generally will not be shared with the Adviser or its Clients, and no analysis is expected to be undertaken by the Adviser or other Two Sigma Affiliates as to whether such customized software or algorithms would provide benefits to the Adviser or its Clients. TSS generates substantial trading volume and expects such trading volume to grow. The Adviser causes certain of its Clients to trade through TSS and may in the future cause additional Clients to trade through TSS. Further, the Adviser has from time to time licensed and may, in the future, at its sole discretion, license and/or allocate certain strategies, Techniques and/or other information to other affiliates including, but not limited to, TSS (for use in conducting its market making and proprietary trading activities) and TSIS. Investors should assume that any such licensing has had, and will continue to have, a material adverse impact on the Clients. Additionally, the Adviser may become affiliated with one or more additional broker-dealers, exchanges and/or other U.S. or non- U.S. regulated entities. While it is expected that TSS (and such other regulated entities, as applicable) would charge Clients commissions and other fees that compare favorably with those charged for similar services offered by other firms with similar capabilities, such commissions and other fees charged by TSS (or such other regulated entity) are not the result of arms’ length negotiations and may not necessarily be the lowest commission rates or fees available. This may result from the fact that TSS (and such other regulated entities, as applicable) may provide services and/or execution capabilities for which comparable rates may not be available or ascertainable. On the other hand, the commissions and other fees charged by TSS to those Clients that the Adviser directs to trade through TSS may from time to time be lower than the commissions and other fees charged to Clients by third parties and, therefore, the decision not to trade through TSS may increase a Client’s execution costs. The Adviser or a related person also has a conflict of interest arising from the additional compensation they may be entitled to receive based upon, in large part, the amount of commissions, fees and other revenues received or derived by TSS (or any other applicable entity) from a Client or a Client’s orders. In other words, the Adviser may be incentivized to cause a Client to execute trades through TSS (or any other applicable entity) rather than through an unaffiliated entity and/or to engage in more transactions than it would if such trades were executed through an unaffiliated entity. Accordingly, the Adviser or a related person may be deemed to have a financial conflict of interest with respect to the utilization of TSS (or any other applicable entity) as compared with other entities, as well as with respect to the extent and frequency of Client transactions executed or sent through such an entity. Similarly, since the Adviser and TSS have certain ownership and control relationships in common, certain intrinsic conflicts of interest exist when the Adviser causes a Client to execute transactions directly or indirectly with TSS (or any other applicable regulated entities) rather than with unaffiliated parties. The Adviser recognizes the potential conflicts of interest associated with TSS executing trades on behalf of Clients and had adopted policies and procedures to seek to mitigate many of these potential conflicts, including, but not limited to, the following: (i) TSS will not trade as principal with Clients; (ii) all TSS trades will be cleared through third-party clearing brokers; and (iii) the Adviser and TSS have executed an information protection agreement to ensure appropriate treatment is provided to the confidential information, including information regarding orders, that the Adviser may send to TSS. Such engagement is expected to include items such as the Adviser’s best execution processes and the commission rates paid by such Clients. In addition, the Adviser will monitor the Clients’ transactions and seek to obtain best execution for the Clients. The Adviser has established internal review processes and mechanisms to review conflicts of interest arising from Client transactions and will report on such matters to the Adviser’s management as needed. The Adviser and certain of its related persons are affiliated with and/or own interests in TSA. The Adviser currently licenses certain analytical tools, strategies (and related data sets) and Techniques (collectively, “Data and Analytics”) that it has developed, and intends to continue licensing certain new Data and Analytics that it develops, to TSA. TSA utilizes these Data and Analytics on behalf of its clients. The Adviser has the sole discretion to select the Data and Analytics that it licenses to TSA and it may license Data and Analytics to TSA that it does not utilize on behalf of Clients even though such Data and Analytics could have a positive expected return. In addition, once licensed to TSA, TSA has sole discretion as to how such Data and Analytics are utilized on behalf of its clients and, for example, how a given strategy should be weighted or how a Technique is programmed on behalf of a given TSA client. It is entirely possible, therefore, that clients of TSA will obtain greater benefit from such licensed strategies than any or all of the Clients. In addition, TSA’s use of a strategy that is also used by the Adviser on behalf of the Clients does have an adverse impact on such Clients and, in certain cases, such adverse impacts are material. The Adviser is not, and does not intend to be, a fiduciary with respect to TSA’s clients and, as such, does not base its licensing decisions on the needs or mandates of TSA’s clients. The Adviser has also shared, and may, at its sole discretion, continue to share and/or license certain Data and Analytics to other affiliates including, but not limited to, TSS. In addition to the licensing of Data and Analytics to TSA, the Adviser provides various services to TSA pursuant to a licensing and services agreement (the “Licensing and Services Agreement”) including, but not limited to, trade execution; administrative, legal, technical and clerical services; access to technology equipment and office facilities; maintenance and support services; and other related and miscellaneous services (please refer to Item 6 of this brochure for a discussion of the Adviser’s order aggregation and trade allocation policy which covers trades that the Adviser executes on behalf of TSA pursuant to the Licensing and Services Agreement). TSA pays the Adviser a fee for the provision of these services, however, such fee is borne by TSA and will not be borne, directly or indirectly, by investors who invest in TSA’s clients. In addition to the Licensing and Services Agreement, TSA, pursuant to the mandates of certain TSA clients, currently directs such clients to invest in certain Clients managed by the Adviser, and the Adviser directs one or more of its clients to invest in certain entities advised by TSA. The Adviser is also affiliated with Attune Insurance Services, LLC, a technology-driven insurance agency serving small to medium-sized businesses in the United States. The Adviser has entered into a services agreement with Hamilton Insurance Group, a Bermuda- based insurance holding company whose underlying insurance companies invest in a customized Client. Finally, certain related persons of the Adviser are affiliated with and/or own interests in Two Sigma Principals, LLC which, as the general partner or allocation shareholder of various Clients, is entitled to receive the performance-based compensation from certain Clients as discussed in Item 5 hereof. Certain related persons of the Adviser are affiliated with and/or own interests in Two Sigma Institutional Partners, LLC, which, is the general partner or allocation shareholder of various TSA clients and is entitled to receive similar performance-based compensation from certain TSA clients. Additionally, the Adviser is affiliated with entities that serve as the general partners to clients of Sightway and TSV. please register to get more info

Client Transactions & Personal Trading
The Adviser has adopted a Code of Ethics (the “Code”) and certain other policies and procedures that obligate the Adviser and its “access persons” (e.g., any partner, officer, director, member, or employee of the Adviser) to put the interests of the Clients before their own interests and to act honestly and fairly in all respects in their dealings with Clients. All of the Adviser’s personnel are also required to comply with applicable federal securities laws. The Adviser will supply a complete copy of its Code to any Client or prospective Client or any investor or prospective investor in a Client upon request. The Adviser and its related persons effect transactions for their own accounts in the same securities or other Instruments purchased and sold for Clients. To ensure trading by the Adviser’s access persons is conducted (i) in a manner that does not adversely affect the Adviser’s trading on behalf of the Clients and (ii) in a manner that is consistent with the fiduciary duties owed by the Adviser to the Clients, the Adviser has adopted the Code and attendant policies and procedures governing, among other things, transactions by the Adviser’s access persons and other “covered persons” (e.g., any such access person’s spouse, immediate family members, any person to whom an access person provides primary financial support, partnerships and corporations in which access persons maintain a certain level of beneficial interest, and any person with whom access persons share common financial support). The Code and attendant policies and procedures contain provisions designed to, among other things, (i) prevent improper personal trading by the Adviser’s access persons and other covered persons; (ii) identify actual or potential conflicts of interest; and (iii) provide guidance in resolving certain actual or potential conflicts of which the Adviser is aware of in favor of the Clients. To accomplish these objectives, the Adviser’s Code and attendant policies and procedures generally, among other things (i) require pre-clearance of personal trades in “reportable securities” (as defined in the Code) by the Adviser’s access persons and covered persons; (ii) restrict the number of such trades by the Adviser’s access persons and covered persons in a given month; (iii) prohibit certain trading by the Adviser’s access persons and covered persons in securities of issuers listed on any applicable “restricted list” (as defined in the Code); and (iv) require certain minimum holding periods. While not anticipated in the ordinary course of business operations, the Adviser and/or its affiliates may from time to time engage in principal transactions (for example, when transitioning a portfolio from one vehicle to another in connection with a given Client’s launch). In each such instance, the Adviser expects to seek to effect any such transaction in accordance with the requirements of Section 206(3) of the Advisers Act. The Adviser has also adopted policies and procedures regarding the receipt of gifts and entertainment by the Adviser’s employees from certain third parties (e.g., vendors, broker-dealers, consultants, etc.). Specifically, these policies and procedures require employees to report the receipt of gifts and entertainment in excess of pre-established de minimis thresholds. The Adviser reviews these reports for any potential conflicts of interest with respect to individual instances of gifts or entertainment, as well as patterns of the same over time, to seek to prevent employees from placing their own interests ahead of the interest of Clients. The Code and the Adviser’s other policies and procedures also address the following key areas: (i) recordkeeping; (ii) oversight of the Code; (iii) conflicts of interest; (iv) the treatment of confidential information; (v) compliance with SEC rules and regulations; (vi) reporting misconduct; and (vii) outside activities. Periodic training regarding the Code and the Adviser’s other policies and procedures are provided to the Adviser’s access persons. The Adviser may come into possession of certain information that it believes to be confidential or material, non-public information that, if disclosed, might be material to a decision to buy, sell or hold a security. The Adviser may receive such information directly as a result of its investment advisory activities for any individual Client (including, but not limited to, Proprietary Trading Vehicles), indirectly as a result of its relationship with affiliates including, but not limited to, TSA, TSIS, Sightway, TSV and TSS, or through other activities such as strategic partnership negotiations or an employee’s board or credit committee service. The Adviser will typically be prohibited from communicating such information to a Client or using such information for a Client’s benefit. The Adviser maintains and enforces written policies and procedures that prohibit the communication of such information outside of the Adviser, that typically prohibit the communication of such information internally within the Adviser to persons other than the General Counsel and/or the Chief Compliance Officer or their designees and that are reasonably designed to ensure that the Adviser is meeting its obligations to Clients and remains in compliance with applicable law. The Adviser will have no responsibility or liability to the Client for not disclosing such information to the Client (or the fact that the Adviser possesses such information), or not using such information for the Client’s benefit, as a result of following the Adviser’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law. The Adviser’s advisory affiliates are permitted to trade in Instruments for their own accounts and engage in personal securities transactions in securities and other Instruments in which Clients invest in accordance with the Code. These activities create conflicts of interest between the Adviser’s advisory affiliates and the Adviser’s Clients with regard to such matters as allocation of opportunities to participate in, or refrain from participation in, particular Instruments or to dispose of certain Instruments. The Code contains provisions designed to prevent improper personal trading by the Adviser’s access persons. Pursuant to the Code, all of the Adviser’s “access persons” and “covered persons” must obtain pre-approval prior to trading a reportable security, unless such person has a managed account with an independent adviser who has discretionary investment authority. The Adviser’s access persons and covered persons are prohibited from trading securities on any applicable restricted list and generally are prohibited from participating in “new issues.” Short selling is prohibited. The Adviser’s current personal trading policies limit the brokers that access persons can use for personal trading. All accounts that have the ability to hold securities and all holdings in reportable securities need to be disclosed upon joining the Adviser and confirmed and/or updated periodically. As noted in Item 6 “Performance-Based Fees & Side-by-Side Management”, certain of the Clients are owned in large part or entirely by proprietary capital. Item 6 also summarizes the Adviser’s allocation of trades. As noted in Item 8, the Adviser and TSA employ a Conflicts Committee comprised of certain of the Adviser’s and TSA’s senior management and control personnel. The primary purpose of the Conflicts Committee is to provide a body to which such personnel can raise potential conflicts of interest for evaluation, including potential conflicts which relate to investment process decisions. please register to get more info

Market intermediaries used to execute Client trades are selected primarily on the basis of their execution capability, services provided, research provided, financial stability, reputation, access to the market for the securities being traded and expertise. In providing services to the Clients, the Adviser utilizes many brokerage services offered by market intermediaries including, but not limited to, traditional brokerage, direct market access and third-party algorithms. As such, the Adviser, at times, exercises significant control over the brokerage process and, at other times, relies more heavily on such market intermediaries. In some cases, due to the nature of specific markets, the limited routes of market access and the limited counterparty availability for Clients in certain geographical regions, the Adviser expects to obtain exposure to certain Instruments through a single swap-provider (or a very limited number of swap providers) that will serve as a Client’s market intermediary, subjecting the Client to concentrated counterparty risk and limited execution options. The Adviser has discretion as to how these exposures are acquired through the market intermediary. However, in certain cases market access and other capabilities may be limited to offerings provided by such market intermediary. Notwithstanding the foregoing, the Adviser may, in its discretion, conduct such a Client’s investment activities by entering into arrangements with other swap providers and/or directly on various listed exchanges. The Adviser need not solicit competitive bids for orders and does not have an obligation to seek the lowest available commission cost. It is not the Adviser’s practice to negotiate “execution only” commission rates. Thus, Clients may be deemed to be paying for research, brokerage or other services provided by market intermediaries (or provided by third parties to whom the Adviser directs payment from the market intermediaries) in recognition of the commissions, mark-ups or other compensation received by such market intermediaries (collectively, “Commissions”). As part of its best execution responsibilities, the Adviser reviews and monitors, among other things, (a) data and/or reports regarding market intermediaries and execution costs of transactions, and (b) transactions being executed through the Shared Execution Desk. The Adviser seeks to ensure that transactions are conducted in the best interest of the Clients, including by continuing to seek to obtain best execution through the Adviser’s best execution policies and procedures with regard to the Shared Execution Desk and with regard to trades placed by or through such desk. Consistent with seeking overall best execution, the Adviser may also obtain research, brokerage and other services that would otherwise be a Client expense provided by the market intermediary (or provided by third parties to whom the Adviser directs payment from the market intermediaries) for Commissions paid in connection with the transaction. The Adviser may place transactions that involve increased transaction costs for the foregoing services with a market intermediary that also (i) provides the Adviser (or an affiliate) with the opportunity to participate in capital introduction events sponsored by the market intermediary or (ii) refers investors to the Adviser or other products advised by the Adviser (or an affiliate). Accordingly, a Client may pay higher Commissions to market intermediaries that provide these services and benefits (or that are provided by third parties to whom the Adviser directs the market intermediaries to pay) than such Client would pay to other market intermediaries that do not provide these services and benefits (or the ability to direct payments to other third parties) based on the Adviser’s recognition of the value of the research, brokerage and other services that would otherwise be an expense of a Client. When appropriate, the Adviser seeks to aggregate Clients’ trade orders to achieve more efficient execution or to provide for equitable treatment among accounts. For information concerning the Adviser’s order aggregation and trade allocation policies, see Item 6. “Performance-Based Fees & Side-by-Side Management” above. The Adviser currently only uses Commissions to obtain research and brokerage services that constitute research and brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended. Research services within Section 28(e) include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company data (including financial data), certain valuation and pricing data and economic data); advice from brokers on order execution; investment and economic recommendations; and certain proxy services. Brokerage services within Section 28(e) include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. Should the Adviser elect in the future to use Commissions arising from a Client’s investment transactions for services other than research and brokerage, such usage will be limited to services that would otherwise be a Client expense. The use of Commissions to obtain such other services would be outside the parameters of Section 28(e). In some instances, the Adviser receives a product or service that may be used only partially for Section 28(e) types of services or services for which a Client is obligated to pay. In such instances, the Adviser will make a good faith effort to determine the proportion of the “mixed use” product or service used for Section 28(e) types of services or services for which such Client is obligated to pay and the proportion used for other purposes. The proportion of the product or service used for Section 28(e) types of services may be paid through Commissions generated by transactions for the Client and the proportion used for other purposes will be paid for by the Adviser from its own resources. To the extent the Adviser uses soft dollars to pay for a product or service that includes a function that is not an eligible research or brokerage service under Section 28(e) or that the Adviser uses for purposes other than investment decision making, the Adviser will make an appropriate allocation of such product or service as a “mixed-use” item. The Adviser uses “soft dollars” for brokerage and research products and services that provide lawful and appropriate assistance to the Adviser in carrying out its investment decision-making responsibilities, as permitted under the safe harbor of Section 28(e). While the Adviser currently does not do so, the Adviser is permitted under its Clients’ offering documents to also use soft dollars to pay certain Client expenses that are outside of the scope of Section 28(e). The Adviser acknowledges and understands that it has an obligation to seek “best execution” for its Clients’ transactions under the circumstances of the particular transaction. Consequently, notwithstanding the Adviser’s soft dollar policy, no transaction shall be directed to a broker unless best execution of the transaction is reasonably expected to be obtained. The use of Commissions (or certain markups or markdowns) to obtain research and brokerage products and services raises conflicts of interest. For example, the Adviser will not have to pay for the products and services itself. This creates an incentive for the Adviser to select or recommend a broker-dealer based on its interest in receiving those products and services (or the ability to instruct such a broker-dealer to pay a third-party vendor for these products and services). In addition, the receipt of benefits and the determination of the appropriate allocation in the case of “mixed use” products or services (as noted above) creates an additional potential conflict of interest between the Adviser and the Clients. The Adviser causes the Clients to pay Commissions (or certain markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), resulting in higher transaction costs for the Clients. However, the Adviser will make a good faith determination that the amount of Commissions paid is reasonable in light of the research and brokerage services obtained. Research and brokerage services obtained by the use of Commissions arising from a Client’s portfolio transactions are used by the Adviser (and may be shared with its affiliates) in its other investment activities, including for the benefit of other Clients. The Adviser does not seek to allocate soft dollar benefits proportionately based on the Client which generated such soft dollar credits. During the Adviser’s last fiscal year, as a result of client brokerage commissions (or markups or markdowns), the Adviser and/or its related persons acquired research reports (including market research); corporate governance research and rating services; inputs from traders, analysts, experts on selected subjects, and other market participants (e.g., in connection with the use, implementation and support of the alpha capture systems, including those developed by the Adviser and/or its affiliates); and data services (including services providing market data, news data, company data (including financial data), certain valuation and pricing data and economic data). In selecting or recommending broker-dealers, the Adviser may consider whether the Adviser or a related person receives client referrals from a broker-dealer or third party. The Adviser has an incentive to select or recommend a broker-dealer based on its interests or a related person’s interests to receive client referrals rather than on the Client’s interest in receiving most favorable execution. To address this conflict of interest, the Adviser may execute trades through broker- dealers that refer clients to the Adviser or a related person but only if it is determined by the Adviser’s Best Execution Committee that trades with such broker-dealers are otherwise consistent with seeking best execution. In no event will the Adviser select a broker-dealer or will a Client pay a higher commission than would otherwise be paid as a means of remuneration for recommending the Adviser or a related person or any other product managed by the Adviser (or an affiliate) or affording the Adviser or a related person with the opportunity to participate in capital introduction programs. Please refer to Item 6. “Performance-Based Fees & Side-by-Side Management—Certain Conflicts of Interest Associated with Side-By-Side Management—Allocation of Trades and Certain Finite Resources and Adviser’s Use of Multiple Execution Desks” for further information regarding the procedures adopted by the Adviser for allocating trades among its Clients including procedures for order aggregation. please register to get more info

Frequency and Nature of Review.
The Adviser’s Chief Investment Officer (or his delegate) periodically reviews the trading activity conducted on behalf of the Clients in conjunction with the relevant portfolio management personnel responsible for such trading activity. These reviews consist of a review and analysis of (i) various trading data, (ii) internally-generated risk reports and (iii) an evaluation of such other information the Adviser deems appropriate.
Content and Frequency of Regular Account Reports.
A Client’s investor(s) receives written reports from the Adviser as described in the offering or organizational documents of the Client. Investors in Clients that are private investment funds are provided with audited annual financial statements typically within one hundred twenty (120) days of the end of any such fund's fiscal year or, in the case of funds of funds, within one hundred eighty (180) days of the end of any such fund's fiscal year. In addition, such investors are provided with unaudited statements typically within thirty (30) days of the end of each month. Clients and/or the Adviser may enter into agreements with certain investors to provide such investors with additional reports, including detailed information regarding portfolio positions. please register to get more info

The Adviser does not currently compensate any person for Client referrals. However, in accordance with applicable law, the Adviser compensates certain third parties for assistance in connection with soliciting Canadian and Japanese investors in certain Clients. Additionally, the Adviser may compensate broker-dealers that provide referrals, to the extent consistent with best execution as discussed in Item 12. The Adviser has developed extensive relationships through a lengthy and continued course of dealing with certain third-party investment consultants (“Investment Consultants”) that are neither affiliated with nor compensated by the Adviser. Investors and prospective investors in Clients retain these same Investment Consultants from time to time to advise them on the selection and review of investment managers and investment products, including in respect of the Adviser and its Clients. Such Investment Consultants do not act on behalf of the Adviser, and their services are generally outside the scope of any offering of securities by the Adviser and/or its Clients. Furthermore, the Adviser does not participate in the advisory services offered by such Investment Consultants to their clients and generally seeks to ensure that Clients and investors in Clients rely solely on the applicable offering memorandum, investment management agreement, sub-advisory agreement or prospectus and supplemental disclosure document. The Adviser receives certain research or other products or services from broker-dealers through “soft-dollar” arrangements. These “soft-dollar” arrangements create an incentive for the Adviser to select or recommend particular broker-dealers based on the Adviser’s interest in receiving the research or other products or services from such broker-dealers (or from third parties to whom the Adviser directs payments from such broker-dealers). Please see Item 12 above for further information on the Adviser’s “soft-dollar” practices, including the Adviser’s procedures for addressing conflicts of interest that arise from such practices. please register to get more info

The Adviser and certain of its affiliates are generally deemed to have custody of Client assets and, where applicable, intend to comply with Rule 206(4)-2 under the Advisers Act, by meeting the conditions of the pooled vehicle annual audit provision. please register to get more info

The Adviser provides investment advisory services on a discretionary basis to the Clients. Other than those restrictions set forth in the applicable offering memorandum or investment management agreement, the Clients generally may not impose restrictions on investing in certain securities or certain types of securities. Prior to assuming full discretion in managing a Client’s assets, the Adviser enters into an investment management agreement or other agreement that sets forth the scope of the Adviser’s discretion. Unless otherwise instructed or directed by a discretionary Client, the Adviser has the authority to determine (i) the securities to be purchased and sold for the Client (subject to restrictions on its activities set forth in the applicable offering memorandum, investment management agreement and any written investment guidelines) and (ii) the amount of securities to be purchased or sold for the Client. See Item 6 for a discussion of the Adviser’s allocation and aggregation practices. The Adviser may, directly or indirectly, from time to time, cause certain of the Clients to purchase equity securities that are part of an initial public offering (sometimes referred to as “IPOs” or “New Issues”). The Adviser will determine those Clients that are eligible to participate in the IPOs and will allocate such IPO securities in a manner consistent with applicable law and the Adviser’s fiduciary duties among such Clients. The Adviser is authorized to determine, among other things the (i) manner in which New Issues are directly purchased, held, transferred and sold and any adjustments (including interest) with respect thereto; (ii) manner in which the investors will participate in the profits and losses from New Issues; (iii) investors who are eligible and ineligible to participate in the profits and losses from New Issues; (iv) method by which profits and losses from New Issues are to be allocated among the investors in a manner that is permitted under the FINRA rules; and (v) time at which New Issues are no longer considered as such under the FINRA rules. Investors in Clients may elect to be treated as either eligible or ineligible to participate in the profits and losses from New Issues (if any). please register to get more info

When the Adviser votes proxies with respect to the securities of a Client, the Adviser employs proxy voting guidelines and proxy voting procedures that are designed so that such proxies are voted in accordance with the Adviser's determination of the best interests of the Clients. The Adviser may choose to cease voting proxies, or not vote proxies, on behalf of certain of its Clients. The Clients are not permitted to direct their votes in a particular solicitation. When voting proxies, the Adviser generally utilizes the services of a third-party proxy agent that votes pursuant to guidelines agreed upon with the Adviser in advance which the Adviser believes are in the best interests of the Client. If a material conflict of interest between the Adviser and a Client exists, the Adviser will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the Client or take some other appropriate action. An investor in a Client can obtain (i) a copy of the Adviser’s proxy voting policies and procedures and (ii) information on how the Adviser voted proxies for each applicable Client in which they are invested, by contacting the Adviser’s Investor Relations Department at (212) 625-5700. please register to get more info

This Item is not applicable.
Item 19. Requirements for State-Registered
Advisers
This Item is not applicable.
Appendix: Item 2. Material Changes
Below is a summary of the material changes that the Adviser has made to this brochure since the Adviser’s last annual Form ADV filing on March 29, 2018. Please be aware that other non- material changes have been included in this brochure. Item 4. Updates have been made to reflect regulatory assets under management.
• Item 6. Updates have been made to provide additional information with respect to trading via the Shared Execution Desk.
• Item 8. Updates have been made to provide additional information with respect to ideas and theses shared with other financial professionals; information asymmetries; and valuation risks. Item 10. Updates have been made to reflect, among other things, details regarding the Adviser’s affiliation with TSV. Item 12. Updates have been made to reflect the Adviser’s use of market intermediaries. Additional revisions were made throughout various items, including to conform and clarify the changes made to the items set forth above. please register to get more info