Graham is a limited partnership organized under the laws of Delaware in May 1994. The principal owners of Graham are KGT, Inc., a Delaware corporation which serves as the general partner of Graham and of which Kenneth G. Tropin is the president and ultimate sole shareholder, and KGT Investment Partners, L.P., a Delaware limited partnership in which Kenneth G. Tropin is a significant beneficial owner. Graham Capital LLP, a limited liability partnership registered in England and Wales, is majority owned by Graham Capital Holdings Ltd, a corporation registered in England and Wales, which is wholly owned by Graham.

As of December 31, 2018, Graham offers investors various trading strategies that trade in global currency, commodity and other financial markets. Graham utilizes both quantitative and discretionary strategies. Graham’s quantitative trading strategies are generally based on computerized mathematical models and primarily use technical information as the basis of trading decisions. The quantitative strategies seek to identify trends, which allow Graham to participate selectively in potential profit opportunities that can occur during periods of price trends in a diverse number of U.S. and international markets. Graham’s quantitative investment strategies also may be based on various other systems, including high-frequency systems, counter-trend systems and non-trend systems. Graham’s discretionary trading strategies are diversified among highly liquid global macro markets and are generally non-correlated with traditional and other alternative investments. The discretionary strategies trade actively in both U.S. and foreign markets, primarily on major futures exchanges as well as in inter-bank currency and swaps markets, equity exchanges and OTC markets.

Graham is generally granted broad investment authority with respect to the management of the accounts of its clients, which include investment vehicles and managed futures separate accounts intended for sophisticated institutional investors, including managed futures separate accounts for investment companies registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Graham may make changes to the trading strategies or systems employed in its trading programs at any time, in its sole discretion. Clients, as well as investors in the investment vehicles that Graham advises, will not be informed of these changes as they occur. With respect to managed futures separate accounts, Graham can, to a certain extent, tailor such accounts to the specific investment objectives of a client. Graham may agree in the investment management agreement or similar document with each such separate managed account client to investment restrictions or guidelines with respect to the types or amounts of financial instruments that may be purchased or sold for the client’s account as well as volatility targets and other desired characteristics. As of December 31, 2018, Graham provides discretionary investment advisory services to certain private investment funds and managed futures accounts with aggregate net assets of approximately $13,087,616,146. Graham has been a registered commodity pool operator and commodity trading advisor under the Commodity Exchange Act and a member of the National Futures Association (the “NFA”) since July 27, 1994. Graham has been registered as an investment adviser with the SEC since March 30, 2012. Graham serves as investment adviser to managed futures commodity pools sponsored by Graham and managed futures separate accounts collectively representing approximately $7,740,639,654 of the approximately $13,087,616,146 in net assets. This brochure generally does not address matters related to Graham’s managed futures business, except as it relates to Graham’s role as sub-adviser to registered investment companies. Graham may in the future provide advisory services, either on a discretionary or non-discretionary basis, to other funds or managed accounts on behalf of clients. Graham does not participate in any wrap fee programs. please register to get more info

Depending on the investment strategy and associated volatility level employed by Graham on behalf of its fund and registered investment company managed account clients, stated fees charged by Graham to the clients include a monthly management fee equal to a percentage of net assets, at an annual rate ranging from 0 to 3.5%, payable monthly in arrears, and a quarterly or annual performance fee or allocation equal to a percentage ranging from 0% to 30% of the amount by which the net value of each fund client, or series thereof, as of the end of each calendar quarter or year exceeds the net value of the fund, or series thereof, as of the beginning of the quarter or year, in certain cases subject to a hurdle rate and management fee credit.

The management fees charged to funds managed by Graham are deducted directly from the assets of each fund as such fees become payable, which is generally monthly in arrears. The performance allocation is typically payable quarterly in arrears, or upon withdrawal of capital from a fund. As described more fully later in this brochure, certain investors in funds managed by Graham may enter into side letters providing for, among other things, different fees. Management fees payable by managed account clients, including registered investment company clients, are not paid from account assets but rather are billed to the client.

Funds managed by Graham and managed account clients are responsible for all costs and expenses incurred in connection with the investments in their accounts, including brokerage commissions and exchange, clearing and regulatory fees. See “Brokerage Practices” below for more information about the brokerage expenses incurred by the funds.

Funds managed by Graham are responsible for all of their own operating expenses, which typically include (i) fees and expenses of a fund administrator, custodians and banks, (ii) income, withholding, transfer or similar taxes, (iii) fees and expenses of directors, auditors, legal and tax advisors, (iv) insurance costs of the fund, its directors and Graham, (v) any applicable registration, license, membership or similar fees payable to any government, exchange, or regulatory or self- regulatory organization (which includes costs associated with preparing and filing regulatory reports such as Forms PF and PQR and AIFMD Annex IV reports) or in connection with the distribution of any fund shares (including applicable stock exchange listing fees), (vi) the costs of maintaining the registered office of each fund and (vii) the costs of printing and distributing offering materials and net asset value reports and other notices to fund investors. Graham allocates expenses among the funds it advises in proportion to their respective net asset values, in proportion to their participation in a particular investment, or in such other manner as Graham determines to be equitable. please register to get more info

Graham ordinarily receives a performance-based fee or a special allocation of profits from each fund it manages as described above under “Fees and Compensation.” Different funds may be subject to different performance-based compensation arrangements. If Graham is entitled to receive a higher percentage of the net profits of one fund than the percentage that Graham receives from another fund, then Graham may have an incentive to favor, or to allocate certain riskier or more speculative investments to, the fund that is subject to the higher percentage. Graham will allocate all investment opportunities among clients in a manner that it considers fair and equitable to all clients, considering all factors potentially applicable to each client. Among the factors that may be considered by Graham in allocating trades among clients are investment policies, guidelines or restrictions applicable to each client; tax considerations; actual and targeted cash availability; liquidity requirements for payment of redemptions or other purposes; risk tolerances; restrictions under the Employee Retirement Income Security Act of 1974 (“ERISA”) or other applicable laws or regulations; available credit lines; counterparty arrangements; account size; and benchmark weightings.

All trading for Graham’s funds is conducted through underlying master funds in which the Graham funds invest. Graham’s discretionary portfolio managers are assigned to trade for a designated master fund based on the particulars of the portfolio manager’s investment strategy. Graham’s Investment Committee is responsible for determining, on a monthly basis, the relative weightings of a master fund’s allocation to its designated discretionary portfolio managers. All trading by a discretionary portfolio manager is done on behalf of the master fund to which he or she is assigned and, as such, neither the portfolio manager nor the Investment Committee can allocate trades to specific fund investors. Discretionary portfolio manager compensation is largely computed by reference to the performance of the portfolio manager’s investment strategy, subject to deduction for expenses related to the investment strategy and the overall performance of the Graham funds. Members of the Investment Committee are compensated generally based on the overall performance of Graham and not on the performance of a particular Graham fund or client.

With respect to managed accounts for registered investment company clients that pursue the same or similar investment strategies, Graham does not allocate investments between or among such accounts. Instead, trading for each account is conducted separately using an electronic non- discretionary execution system. For each trade order, the system shuffles the priority of the accounts to ensure that no account receives a systematic advantage related to the order in which its trades are executed. please register to get more info

Graham provides advice to private investment funds. The funds have minimum investment amounts as described in the offering materials for each fund, subject to waiver or modification at the discretion of Graham or the board of directors of the relevant fund. In particular, each investor in each of the funds generally must be an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and, depending on the fund, either a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act, or a “qualified eligible person” under Commodity Futures Trading Commission (“CFTC”) Rule 4.7. Graham also provides investment management services to registered investment company clients through separately managed accounts. please register to get more info

Graham’s quantitative strategies seek to identify trends which allow Graham to participate selectively in potential profit opportunities that can occur during periods of price trends in a diverse number of U.S. and international markets. Graham’s quantitative strategies also may be based on various other systems, including high-frequency systems, counter-trend systems and non-trend systems. Graham, through its various quantitative strategies, may trade actively in both U.S. and foreign markets (primarily in futures contracts, forward contracts, spot contracts and associated derivative instruments such as options and swaps) and take long and short positions in equity securities, fixed income securities, hybrid instruments, options, warrants, customized contractual agreements and other financial instruments. Graham may trade certain instruments as a substitute for futures or options traded on futures exchanges, and may also engage in exchange for physical (EFP) transactions, which involve the exchange of a futures position for the underlying physical commodity without making an open, competitive trade on an exchange. Instruments and contracts not traded on any organized exchange may be entered into with banks, brokerage firms or other financial institutions or commodity firms as counterparties.

Graham performs extensive ongoing research and development relating to the computerized mathematical models that are the basis of its quantitative strategies. Such strategies generally are based on computerized mathematical models and rely primarily on technical (i.e., historic price and volume data) rather than fundamental (i.e., general economic, interest rate and industrial production data) information as the basis for their trading decisions. The strategies establish positions in markets where the price action of a particular market signals the computerized systems underlying the strategies that a potential move in prices is occurring. The systems are designed to analyze mathematically the recent trading characteristics of each market and to statistically compare such characteristics to the historical trading patterns of the particular market. The systems also employ proprietary risk management and trade filter strategies that seek to benefit from price moves while reducing risk and volatility exposure.

Graham’s discretionary trading strategies are diversified among highly liquid global macro markets and are generally non-correlated with traditional and other alternative investments. These strategies trade actively in both U.S. and foreign markets, primarily on major futures exchanges as well as the inter-bank cash currency and swaps markets. Discretionary strategies also engage in EFP transactions and may use other derivatives in addition to swaps. Graham may also trade other financial instruments such as emerging market securities and distressed corporate debt as it endeavors to achieve superior results for investors and enhanced portfolio diversification. Trading positions taken may be both long and short. Using a proprietary asset allocation model to guide the allocation process, Graham’s Investment Committee determines the appropriate discretionary trading strategies to be included in a fund portfolio and the weighting of each in the portfolio. The committee may consider other factors and inputs, whether formal or informal, as part of the allocation process. In making allocation decisions, the committee considers, among other matters, the investment objectives and policies of a fund or portfolio thereof. At the individual strategy level, Graham works closely with each discretionary trader to design an appropriate investment profile, including return objective and volatility level. Through continuous monitoring and an active dialogue with every discretionary trader, Graham seeks to identify and minimize any deviations from the investment profile. In addition, Graham has implemented a uniform set of risk guidelines for all discretionary traders designed to reduce a strategy’s downside risk potential. The investment strategies employed by Graham on behalf of the funds that it manages involve significant risks. Investors in the funds should refer to the confidential private placement memorandum and other governing documents for each private investment fund managed by Graham for more complete information on the investment strategies employed by each fund and the corresponding risks associated with such investment strategies. The following summary of certain risks does not purport to be complete, but includes some of the potential risks generally associated with Graham’s investment strategies:

Futures and Options Trading Is Speculative and Volatile. Futures and options prices are highly volatile. Such volatility may lead to substantial risks and returns, generally much larger than in the case of equity or fixed-income investments. Price movements for futures are influenced by, among other things: changing supply and demand relationships; weather; agricultural, trade, fiscal, monetary, and exchange control programs and policies of governments; macro political and economic events and policies; changes in national and international interest rates and rates of inflation; currency devaluations and revaluations; and emotions of other market participants. The purchaser of an option is subject to the risk of losing the entire purchase price of the option, while the writer of an option is subject to an unlimited risk of loss, namely the risk of loss resulting from the difference between the premium received for the option and the price of the futures contract or other asset underlying the option which the writer must purchase or deliver upon exercise of the option. Highly Leveraged Trading. Graham typically trades futures, options and other instruments on a leveraged basis due to the low margin deposits normally required for trading. As a result, a relatively small price movement in a contract may result in immediate and substantial gains or losses.

Risks of Using Systematic Trading Models. The success of certain systematic trading models developed by Graham will depend on their ability to accurately predict future market prices, and upon the continuation of past correlations among the market prices of specific futures, forwards, securities and other financial instruments, the markets generally, and the factors used in the models. To the extent that such models, or the assumptions underlying them, are not correct, accounts managed by Graham that utilize such models may sustain losses. Even if the same correlations continue to exist in the future, they may not exist over the period of any particular investment by an account using such models. In Times of Market Stress, a Portfolio Might not be Diversified. When markets are subject to exceptional stress, trading strategies and programs may become less diversified and more highly correlated as the stress may cause diverse and otherwise unrelated markets all to act in a similar manner. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Fund interacts on a daily basis. Efforts by Graham to diversify trading strategies, reduce investment exposures and avoid counterparty risks may not succeed in protecting against significant losses in the event of severe market disruptions. Trading on Non-U.S. Exchanges May Present Greater Risks than Trading on U.S. Exchanges. Unlike trading on U.S. commodity exchanges, trading on non-U.S. commodity exchanges is not regulated by the CFTC and may be subject to greater risks than trading on U.S. exchanges. For example, some non-U.S. exchanges are “principals’ markets” in which no common clearing facility exists and a trader may look only to the broker for performance of the contract. In addition, unless Graham hedges against fluctuations in the exchange rate between the U.S. dollar (in which fund shares are denominated) and other currencies in which trading is done on non-U.S. exchanges, any profits that a fund might realize in trading could be reduced or eliminated by adverse changes in the exchange rate, or a fund could incur losses as a result of those changes. Additional costs could also be incurred in connection with international investment activities. Foreign brokerage commissions generally are higher than in the United States. Expenses also may be incurred on currency exchanges when a fund changes investments from one currency to another. Increased custodian costs as well as administrative difficulties (such as the applicability of foreign laws to foreign custodians in various circumstances, including bankruptcy, ability to recover lost assets, expropriation, nationalization and record access) may be associated with the maintenance of assets in foreign jurisdictions.

Over-The-Counter Foreign Currency Markets Have Counterparty Risks that Do Not Exist in Trading on Exchanges. Forward currency contracts with banks, financial institutions or dealers acting as principal may not be liquid in all circumstances, so that in volatile markets, Graham may not be able to close out a position by taking another position equal and opposite to such position on a timely basis or without incurring a sizeable loss. There are no limitations on daily price moves in forward contracts, and banks are not required to continue to make markets in forward contracts. Forward contracts are subject to the risk of bank failure and the inability of, or refusal by, a bank to perform with respect to such contracts.

Swaps and Derivatives Markets Involve Counterparty Risks that Do Not Exist in Trading on Exchanges. Certain swap contracts and other forms of derivative instruments with banks and other counterparties are not guaranteed by an exchange or clearing house. The default of a counterparty to an uncleared swap or other derivative may result in the loss of unrealized profits and force an investor to cover its resale commitments, if any, at the then current market price. It may not be possible to dispose of or close out an uncleared swap or other derivative position without the consent of the counterparty, and an investor may not be able to enter into an offsetting contract in order to be able to cover its risk. Debt Securities. Bonds and other fixed income securities may be adversely affected by the inability of the borrower to make principal and interest payments (credit risk) and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer, and general market liquidity risk (market risk). Equity Securities. Investments in long and short positions in equity securities may fluctuate in value, often based on factors unrelated to the value of the issuer of the securities. The market price of equity securities may be affected by general economic and market conditions, such as a broad decline in stock market prices, or by conditions affecting specific issuers, such as changes in earnings forecasts. Emerging Markets. The risks of foreign investments are usually much greater for emerging markets, including increased currency, information, liquidity, market, political and valuation risks. Investments in emerging markets may be considered speculative. Distressed Securities. Graham may invest in distressed securities, including loans, bonds and notes, many of which are not publicly traded and may involve a substantial degree of risk. Distressed securities include securities of companies that are in financial distress and that may be in or about to enter bankruptcy. In certain periods, there may be little or no liquidity in the markets for these securities or instruments. In addition, the prices of such securities may be subject to periods of abrupt and erratic market movements and above-average price volatility. Short Sales. Short sales of securities involve the sale of securities which are borrowed from a third party lender (such as a brokerage firm). Borrowed securities must be returned by delivering either securities received in an exchange transaction or securities purchased in the market. Although short selling permits an investor to profit from declines in the price of securities, the investor will experience a loss (which is potentially unlimited) if the investor is required to replace borrowed securities by purchasing them in the market at a time when the market price has increased over the price received at the time of the short sale.

Certain Investors May Receive Side Agreements. Certain investors in funds managed by Graham may enter into side letters providing for different fees, access to information about the fund’s investments in a certain format or other matters relating to an investment in the fund, including but not limited to notice given to ERISA investors in the event the fund becomes a “plan assets” fund under ERISA, acknowledgement that a governmental entity investor has certain disclosure obligations with respect to its fund investment and consent to the investor’s right to transfer the fund investment to qualified affiliates. Graham will not be required to notify other investors in the fund of any such agreements or any of the rights and terms thereof, nor will Graham be required to offer such additional rights and terms to other investors in the fund. In response to questions and requests and in connection with due diligence meetings and other communications, Graham may provide additional information to certain investors and prospective investors in a fund that is not distributed to other investors and prospective investors. Such information may affect a prospective investor’s decision to invest in the fund or an existing investor’s decision to stay invested in the fund. Each investor is responsible for asking such questions as it believes are necessary to make its own investment decisions and must decide for itself whether the information provided by Graham or the fund is sufficient for its needs. Graham Manages Other Accounts. Graham acts as general partner or trading advisor to various investment funds that have investment objectives and methodologies similar to one another. The majority of these investment funds employ many of the same discretionary or systematic trading strategies that are traded for one another. Graham may also receive higher fees for managing certain funds versus others. Graham and its principals may trade for their own accounts in the same markets in which the funds trade and such accounts may take positions that are opposite, or ahead of, positions taken for the funds. The funds’ investors will not be permitted to inspect the records of such proprietary accounts or the written policies related to such trading. Graham and its principals also may manage other accounts in the future. All of the above accounts may compete with the funds for the same positions. All of the foregoing accounts may be aggregated for purposes of determining applicable position limits, and may take the same or different positions as those for the funds. Graham continuously updates and changes its trading programs as a result of its ongoing research efforts and in response to changing market conditions. Graham also expects to develop and implement new trading programs from time to time. In connection with these development efforts, Graham may, in its sole discretion, determine not to include certain trading programs in client funds. The inclusion or exclusion of a trading program in a fund may have benefits or other consequences affecting other funds or Graham generally. Graham may make additions to or deletions from the funds’ trading programs or add or remove portfolio managers at any time, and may make modifications to those trading programs – such as changes in the amount of leverage of, or in the allocations of assets to, them – at any time as determined by Graham in its sole discretion. Graham is not required to provide prior, or any, notice to fund investors of any such changes. As a result, the descriptions of these trading programs in the funds’ offering materials may not at any particular time fully or accurately describe each trading program being used by a fund.

Operational Risks. Graham is responsible for developing, implementing and operating appropriate systems and procedures to execute all investment transactions and monitor and control operational risk on behalf of client accounts. Graham relies on its execution, financial, accounting and other data processing systems to trade, clear and settle all transactions, to evaluate and monitor potential and existing portfolio investments, and to generate risk management and other reports that are critical to oversight of client accounts. Certain of Graham’s operations are dependent upon systems operated by third parties, including prime brokers, counterparties, electronic exchanges, other execution platforms and their various service providers. Graham may not be in a position to verify the reliability of such third-party systems or data. Failure of or errors in such systems could result in mistakes or delays in the execution, confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. The increasing reliance on internet-based programs and applications to conduct transactions and store data also creates increased security risks. Targeted cyber-attacks, or accidental events, can lead to a breach in computer and data systems and access by unauthorized persons to sensitive transactional or personal information. Data taken in breaches may be used by criminals to commit identity theft, obtain loans or payments under false identities, and other crimes. Cybersecurity breaches at Graham or its service providers or counterparties may directly or indirectly affect clients, and could lead to theft, data corruption, interference with business operations, disruption of operational systems, interference with Graham’s or a client’s ability to execute transactions, direct financial loss or reputational damage, or violations of applicable laws related to data and privacy protection and consumer protection. please register to get more info

Graham and, to its knowledge, its principals have not been the subject of any material legal proceeding required to be disclosed in response to this item. please register to get more info

Graham has been registered as a commodity pool operator and commodity trading advisor under the Commodity Exchange Act and a member of the NFA since July 27, 1994. Members of Graham’s Investment Committee are registered with the NFA as principals and associated persons of Graham. None of Graham or, to its knowledge, its principals are registered as a broker-dealer or futures commission merchant or a registered representative or associated person of a broker-dealer or futures commission merchant or affiliated with any broker-dealer or bank.

Graham relies in part upon investment advice received from Graham Capital LLP, a limited liability partnership registered in England and Wales. Graham Capital LLP is an affiliate and relying advisor of Graham. Graham Capital LLP is authorized and regulated by the UK Financial Conduct Authority since April 25, 2012. please register to get more info

Graham has adopted a Code of Ethics as required by Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) that is also compliant with Rule 17j-1 of the Investment Company Act with respect to its registered investment company clients, and that requires all employees to conduct business consistent with the level of ethical standards and fiduciary duties owed by Graham to its clients. Graham has appointed a Chief Compliance Officer (“CCO”) who is responsible for maintaining and enforcing the Code.

The Code of Ethics contains policies and procedures with respect to personal securities transactions by employees and related accounts that are designed to prevent front-running, scalping, the misuse of inside information and other improper activities. Employees must obtain the prior approval of the CCO for personal securities transactions in covered securities, must report or affirm all personal transactions in covered securities to the CCO (or a designee) on at least a quarterly basis, and must report or affirm all holdings in covered securities to the CCO (or a designee) on an annual basis. Employees are limited in the number of personal securities transactions they may execute over any twelve-month period and are subject to minimum holding period requirements. The CCO (or a designee) monitors all transactions by employees in order to identify any pattern of conduct that may evidence conflicts or potential conflicts with the principles and objectives of the Code of Ethics, or other inappropriate behavior.

Graham will provide a copy of the Code of Ethics to any client or prospective client upon request. For purposes of fulfilling the delivery requirement for the Code of Ethics as well its proxy voting policies and procedures and voting record, the term “client” shall refer to the funds that Graham manages as confirmed in the SEC’s “Staff Responses to Questions About Part 2 of Form ADV.” Graham and its principals and employees may buy and sell covered securities and other financial instruments for themselves in which the funds that it manages may also invest. The Code of Ethics contains policies and procedures designed to prevent improper practices with respect to such transactions, and compliance with the Code of Ethics by Graham, its principals and employees is the primary method employed by Graham to address the conflicts of interest that arise with respect to these transactions. The principals and employees of Graham are required to obtain prior written approval of the CCO before executing a personal securities transaction in a covered security in which any client of Graham has a position. Graham and its principals and employees are investors in some of the funds managed by Graham. please register to get more info

Research and Other Soft Dollar Benefits. Graham selects brokers and dealers to execute transactions for the funds that it manages based on the benefits and costs of their services as compared to others in the marketplace. Graham generally seeks to achieve best price and execution. Graham may take into account special expertise or capacities of a particular broker as well as research and other services provided to Graham by brokers. Graham considers such factors as price, the ability to effect the transactions, the brokers’ or dealers’ facilities, reliability and financial responsibility, special execution capabilities, block trading and block positioning capabilities, willingness to execute related or unrelated difficult transactions in the future, efficiency of execution and error resolution, quotation services, the availability of stocks to borrow for short trades, custody, recordkeeping and similar services, and any research or investment management-related services and equipment provided by such brokers or dealers. Graham does not necessarily solicit competitive bids and does not have an obligation to seek the lowest available commission cost; however Graham will ordinarily use only broker-dealers who provide service at competitive institutional commission rates.

Graham may cause a higher commission to be paid to a broker or dealer that furnishes research, services or equipment than might be charged by another broker or dealer for effecting the same transaction, provided that Graham determines in good faith that the amount of commissions charged is reasonable in relation to the value of the brokerage and research or investment management-related services and equipment provided by such broker or dealer.

Research services provided to Graham by brokers may include written information and analyses concerning specific securities, companies or sectors (whether produced by the broker or a third party); market, financial and economic studies and forecasts (whether produced by the broker or a third party); statistics and pricing services; discussions with research personnel; data bases; and other news, technical and telecommunications services utilized by Graham in the investment management and execution process, accounting fees and legal fees. Graham will not receive any benefits from brokers that are outside the safe harbor under Section 28(e) of the Securities Exchange Act of 1934, as amended, for the use of commissions or “soft dollars” to obtain “research and execution” services. Research services provided by brokers may be used for the benefit of all funds that it manages. Funds may pay higher commissions than are obtainable from other brokers as a result of the consideration of research services as a factor in selecting brokers in addition to commission cost and best execution. Graham’s use of brokerage commissions to obtain research services is a benefit to Graham because Graham does not have to produce or pay for such research services. This may result in an incentive for Graham to select or recommend a broker-dealer based, in part, on the interest of Graham in receiving such research services, rather than exclusively on the interest of the funds in receiving most favorable execution. Graham and its affiliates may have other business arrangements with brokers and dealers used to execute transactions for the funds that it manages. Brokerage firms and their affiliates and representatives may invest in funds managed by Graham, and may provide financing or other services to Graham or other accounts managed by Graham. Brokerage firms and their employees may offer gifts to employees of Graham, and may invite employees of Graham to entertainment and social events. It is Graham’s policy that factors such as gifts and entertainment that do not benefit fund accounts should not be considered when selecting brokers and counterparties to execute transactions for the funds.

Brokerage for Client Referrals. Subject to seeking best execution, Graham may consider referrals of potential investors in the funds that it manages as a factor in the selection of brokers. Graham may have an incentive to select or recommend a broker-dealer based on its interest in receiving referrals of investors in such funds, rather than on the interest of the funds in receiving most favorable execution.

Aggregation of Orders. Graham has established allocation and aggregation procedures for the allocation of portfolio investment transactions among the accounts that it manages. The allocation and aggregation procedures are designed to ensure that each account is treated fairly and that transactions are allocated in a manner that is fair and equitable to each account relative to the other accounts, considering all relevant facts and circumstances. Graham will always consider each account’s investment objectives and the investment allocation policy in the allocation process.

Graham may place block orders with brokers on behalf of multiple accounts, including accounts in which Graham and its principals have an interest. Because a block order may be executed at different prices, one or more of the accounts may receive more favorable fills and some less favorable fills. Unless an average price of split fills is allocated to an order, Graham allocates fills according to a non-discretionary computer-based allocation methodology. Graham utilizes a Monte Carlo methodology for split fill allocation whereby a large number (thousands, depending on the number of fill prices) of hypothetical allocation scenarios or iterations are systematically modeled and the results are compared. The allocation scenario that results in the lowest variance among accounts is systematically selected and utilized for the allocation across applicable accounts. Consistent application of this allocation methodology satisfies regulatory requirements of objectivity and fairness such that no account or group of accounts receives consistently favorable or unfavorable treatment. Allocations made according to this methodology will be deemed equitable even though under certain market conditions a trade may be more favorable to some accounts than others. Graham may utilize other methodologies to allocate investment transactions among client accounts, subject in each case to its obligation to ensure that such transactions are allocated in a fair and equitable manner across client accounts. please register to get more info

All client accounts are reviewed by Graham’s Risk Committee, which meets on a daily basis to review each strategy’s position-level information and discuss risks related to the strategy and to the funds in general as well as market developments. The Risk Committee is comprised of Graham’s senior management, including Graham’s Chairman, Vice Chairman, President and Chief Investment Officer, Chief Risk Officer, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Investment Officer of Quantitative Strategies, Chief Economist, Managing Director of Quantitative Operations and Execution, Chief Legal Officer and Chief Compliance Officer . Clients receive various reports from Graham, depending on their reporting requirements. Investors in funds managed by Graham receive various reports, including a monthly statement of valuation, a monthly investor letter, daily and monthly risk reports available through Graham’s website and annual audited financial statements. please register to get more info

Graham or its affiliates may enter into arrangements with unaffiliated placement agents or other third parties to introduce clients or investors to funds managed by Graham. Any such compensation arrangements will be disclosed to the extent required by Rule 206(4)-3 under the Advisers Act.

As described above, Graham may also consider referrals of investors in determining its selection of broker-dealers for securities transactions for the accounts that it manages. A potential conflict of interest may arise between the interests of the clients in obtaining best price and execution and Graham’s interest in receiving such referrals. However, Graham will only consider referrals of investors in determining its selection of broker-dealers when Graham believes that the selection of the relevant broker is consistent with the obligation of Graham to seek best execution for all transactions on behalf of its clients, taking into account all relevant factors including, but not limited to, execution quality, price, the level of service offered, reliability, and such other factors as Graham deems relevant. please register to get more info

All funds and securities in the accounts of Graham’s clients will be held by a qualified custodian, except that certain privately offered securities may be recorded on the books of the issuer or its transfer agent in the name of the relevant fund and are not required to be maintained with a qualified custodian. All clients are urged to review the statements received from any custodian.

It is Graham’s policy to cause each private fund with assets over which Graham is deemed to have “custody” to be audited annually and to distribute audited financial statements to investors no later than 120 days after the end of each fiscal year. please register to get more info

Graham has discretionary authority to manage the account of each client. Graham generally enters into a written investment management agreement with each client granting it such discretionary authority. Unless otherwise agreed to between Graham and each client, Graham ordinarily will not be liable to the client for any acts or omissions in the performance of its services in the absence of willful misconduct, gross negligence, reckless disregard of its duties or as otherwise required by law, and will be indemnified by the client, to the extent permitted by law, against liabilities to third parties arising in connection with the performance of its services. Graham bears all costs incurred in correcting trade errors without reimbursement for such costs from a client, provided, however, that Graham shall be entitled to set off against such costs any amounts received by it from a broker or trade counter party in recognition of their relative degree of fault in the trade error. A “trade error” is any execution by an employee of Graham mistakenly transmitting, either through negligence or willful misconduct, a trade order to any broker or trade counter party on Graham’s behalf that Graham fails to liquidate through its trade reconciliation processes. In no event shall Graham either offset the cost of correcting trade errors through soft dollars or seek to correct a trade error by instituting a trade between client accounts.

With respect to Graham funds, Graham will not be liable to any fund or investor in such fund for: (i) any acts or omissions arising out of, or in connection with, the fund, any investment made or held by the fund or any governing agreement, unless such action or inaction was performed or omitted fraudulently or in bad faith or constituted gross negligence or willful misconduct, or for losses due to such action or inaction, or (ii) the negligence, dishonesty or bad faith of any broker or agent of the fund, provided that such broker or agent was selected, engaged or retained by Graham in good faith. As a result, any negative or positive results of trading errors generally will be borne by the fund, rather than by Graham, so long as Graham adheres to the foregoing standard of care. The foregoing provision will not be construed so as to provide for the exculpation of Graham for any liability (including liability under U.S. Federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but will be construed so as to effectuate the foregoing provisions to the fullest extent permitted by law.

With respect to any account for which Graham serves as adviser or sub-adviser to a registered investment company, a “trade error” refers to any trade that is mistakenly made on behalf of the account by Graham through Graham’s negligence, willful misconduct or reckless disregard of its duties, in violation of applicable law or governing account documentation or investment guidelines. The term shall include the purchase or sale of the incorrect financial instrument, the purchase or sale of a financial instrument in the incorrect quantity or at the incorrect price, and the incorrect direction (i.e., buy versus sell) in transacting a financial instrument.

As a fiduciary, Graham always seeks to act in the best interest of its clients, with good faith, loyalty, and due care. Accordingly, with respect to class actions involving any funds managed by Graham, Graham will determine whether the fund will (a) participate in a recovery achieved through a class action, (b) opt out of the class action and separately pursue its own remedy, or (c) opt out of the class action and not pursue its own remedy. Graham’s legal department oversees the completion of proof of claim forms and any associated documentation, the submission of such documents to the claim administrator, and the receipt of any recovered monies. Graham will maintain documentation associated with participation in class actions by any funds. Consistent with its procedures for selecting and monitoring service providers and its fiduciary obligation to Clients, Graham may utilize third-party service providers to facilitate the processing and administration of class action claims. Graham, for itself or on behalf of its funds, generally does not serve as the lead plaintiff in class actions because the costs of such participation typically exceed any extra benefits that accrue to lead plaintiffs. please register to get more info

Graham has adopted policies and procedures regarding the voting of proxies as required under Rule 206(4)-6 under the Advisers Act. These policies and procedures are designed to ensure that proxies received with respect to securities in client accounts are voted in the best interests of the clients and that Graham maintains records of its proxy voting in compliance with the Advisers Act. Graham’s proxy voting policy includes provisions for mitigating and resolving conflicts of interest between Graham and its clients.

Graham has retained ISS Governance Services to assist in the proxy voting process. Graham’s Chief Compliance Officer manages Graham’s relationship with ISS and will ensure that ISS votes all proxies according to Graham’s general guidance, and retains all required documentation associated with proxy voting. In this regard, Graham has directed ISS to vote proxies according to ISS’ proxy voting guidelines. Notwithstanding this general policy, Graham may direct ISS to vote proxies in a manner that differs from ISS’ guidelines where Graham determines that it is in the best interest of its clients to do so.

Graham will provide a copy of its voting policies and procedures to any client upon request. Graham will provide to any client upon request information regarding how proxies have been voted in the past for securities in such client’s account.

With respect to class actions involving any Graham clients, Graham will ordinarily determine whether the client will (a) participate in a recovery achieved through a class action, (b) opt out of the class action and separately pursue its own remedy, or (c) opt out of the class action and not pursue its own remedy. Graham’s legal department oversees the completion of Proof of Claim forms and any associated documentation, the submission of such documents to the claim administrator, and the receipt of any recovered monies. Graham will maintain documentation associated with participation in class actions by any Graham funds. Graham may utilize third- party service providers to facilitate the processing and administration of class action claims. please register to get more info

Not applicable.
Requirements for State-Registered Advisers
Not applicable. please register to get more info