Structure; Ownership Voleon Capital Management LP is an investment advisory firm that has been in business since 2008, and its principal place of business is located in Berkeley, California. Voleon Capital Management LP may be referred to in this brochure as “Voleon,” the “Investment Adviser,” “we,” or the “firm.” Voleon Capital Management LP is a Delaware limited partnership, and its general partner is Voleon Capital Management LLC. The firm was founded by Michael Kharitonov, PhD, our Chief Executive Officer, and Jon McAuliffe, PhD, our Chief Investment Officer. Mr. Kharitonov is a limited partner in Voleon and is a member of the company that serves as Voleon’s general partner; his aggregate ownership interest in Voleon exceeds 25% of the total capital of Voleon.

Types of Advisory Services Voleon serves as investment adviser and provides discretionary investment supervisory services to two master-feeder fund structures. Specifically, Voleon serves as investment adviser to the following funds: 1. Voleon Investors Fund LP, Delaware limited partnership (the “Investors Onshore Fund”); 2. Voleon International Investors, Ltd., a Cayman Islands exempted company (the “Investors Offshore Fund”); 3. Voleon Master Fund Ltd., a Cayman Islands exempted company (the “Investors Master Fund,” and collectively with the Investors Onshore Fund and the Investors Offshore Fund, the “Investors Funds”), which serves as the master fund into which the Investors Onshore Fund and the Investors Offshore Fund invest substantially all of their assets through a “master feeder” structure; 4. Voleon Institutional Strategies Fund LP, a Delaware limited partnership (the “Institutional Onshore Fund”); 5. Voleon Institutional Strategies International, Ltd., a Cayman Islands exempted company (the “Institutional Offshore Fund”); and 6. Voleon Institutional Master Fund, Ltd., a Cayman Islands exempted company (the “Institutional Master Fund,” and collectively with the Institutional Onshore Fund and the Institutional Offshore Fund, the “Institutional Funds”), which serves as the master fund into which the Institutional Onshore Fund and the Institutional Offshore Fund invest substantially all of their assets through a “master feeder” structure. The Investors Funds and Institutional Funds are each referred to as a “Fund” and collectively as the “Funds.” The Investors Onshore Fund and Institutional Onshore Fund are collectively referred to as the “Onshore Funds.” The Investors Offshore Fund and Institutional Offshore Fund are collectively referred to the “Offshore Funds.” The Onshore Funds and Offshore Funds are collectively referred to as the “Feeder Funds.” The Investors Master Fund and Institutional Master Fund are collectively referred to as the “Master Funds.” As used in this brochure, the term “client” generally refers to each Feeder Fund and each Master Fund. The investors in the Funds (the “Investors”) have no opportunity to select or evaluate any investments or strategies for the Funds. Voleon selects all investments and strategies for the Funds. Our services are provided to each of the Investors Fund entities pursuant to the terms of an investment advisory and management agreement (the “Investors Management Agreement”) among the Investors Master Fund, Voleon, and Voleon Funds LP (the “Investors Manager”), which acts as the General Partner of the Investors Onshore Fund and as the Manager of the Investors Offshore Fund and the Investors Master Fund. Our services are provided to each of the Institutional Fund entities pursuant to the terms of a separate investment advisory and management agreement (the “Institutional Management Agreement”) among the Institutional Master Fund, Voleon, Voleon Institutional Partners LP (the “Institutional Master Fund Manager”), which acts as the Master Fund Manager of the Institutional Master Fund, and Voleon Institutional Managers LP (the “Institutional Feeder Fund Manager”), which acts as the General Partner of the Institutional Onshore Fund and as the Manager of the Institutional Offshore Fund. The Investors Management Agreement and the Institutional Management Agreement are herein collectively referred to as the “Management Agreements.” The Investors Manager, the Institutional Master Fund Manager, and the Institutional Feeder Fund Manager are collectively referred to as the “Managers.” Voleon and its affiliates are also referred to by the trade name “The Voleon Group.” The Funds do not offer their interests to the public. Fund interests are offered only in private placements to qualified investors. The terms applicable to investors in the Funds are detailed in the Feeder Funds’ confidential offering documents, which are provided to prospective investors. Capitalized terms used but not defined in this brochure shall have the meaning ascribed to them in the confidential offering documents. We seek, on behalf of our clients, to profit from the identification and exploitation of anomalies in asset valuation in order to generate appreciation in the value of our clients’ accounts. The investment strategies we employ on behalf of the Funds are described in greater detail below at Item 8 and in the Feeder Funds’ confidential offering documents. We do not tailor such strategies to the needs of individual investors in the Funds. The Feeder Funds invest substantially all of their assets in the Master Funds. Through this structure, we seek to execute the strategies discussed above, on behalf of the Feeder Funds, through the activities and investments of the Master Funds. While the Feeder Funds may also make and hold investments directly, rather than through the Master Funds, the Feeders Funds to date have invested substantially all of their assets in the Master Funds and currently anticipate that they will continue to invest substantially all of their assets in the Master Funds. See Item 8 of this brochure for a more detailed discussion of Voleon’s investment strategies. Assets Under Management As of December 31, 2018, Voleon manages approximately $3,804,164,351 of client assets (calculated as Regulatory Assets Under Management), all of which are managed on a discretionary basis. please register to get more info

Management Fee We are entitled to an asset-based management fee from the Master Funds. Because the Funds are set up in a master-feeder structure, we do not receive a separate asset-based management fee from the Feeder Funds. The Master Funds pay Voleon such management fee on a monthly basis in advance, based on a percentage of the net asset value of the Feeder Funds as of the first day of each calendar month. The management fee is paid in advance on the first business day of each calendar month and will be prorated with respect to contributions made to the Master Funds on a date other than the first day of the calendar month. Investors in the Feeder Funds bear their proportionate share of the management fee paid by the Master Funds.

The Master Funds have the ability to terminate the services of Voleon pursuant to the terms of each management agreement. The details of how the fees are calculated for the Master Funds can be found in the confidential offering documents of the Feeder Funds, which are provided to investors.

Our fees are indicative of our typical fee structure. However, we may enter into agreements with one or more Feeder Fund investors providing for the waiver or modification of the management fee without notice to the other Feeder Fund investors.

The fees payable by a Master Fund are deducted from the assets of the Master Fund and are paid directly to us.

Expenses

The Feeder Funds, and any feeder funds established in the future will, in general, bear the costs and expenses of each Master Fund pro rata to their respective investments in each Master Fund, provided, that the Master Fund may allocate to a particular Feeder Fund any costs and expenses that are attributable only to that Feeder Fund, as determined in the sole discretion of the Managers. Such costs and expenses will include, without limitation, the Management Fee, as described above, a Performance Fee and/or Performance Allocation (which are discussed in Item 6 of this brochure), and the respective expenses of each Feeder Fund. To the extent permitted by law, the Feeder Funds and the Master Funds each pay all of their own operating expenses or reimburse those expenses that are paid on their behalf. Under the terms of each Management Agreement, Voleon is entitled to reimbursement from the Master Funds for all out-of-pocket expenses relating to the Master Funds or Feeder Funds properly and reasonably incurred by Voleon in the course of its duties. Certain expenses relating to the Funds are subject to an Expense Cap (as defined below) and other expenses are not. Expenses which are not subject to the Expense Cap are operating expenses of the Master Funds and the Feeder Funds which include, without limitation: (i) external legal, bookkeeping, accounting, administration, auditing, tax preparation and insurance costs, including D&O and E&O liability insurance for the directors of the Master Funds and the Feeder Funds; (ii) expenses and other costs incurred in the distribution of periodic and annual reports and statements to Investors; (iii) expenses associated with the continued offering of the shares or interests, as applicable, which include but are not limited to expenses enumerated in clause (i), as well as printing and expenses relating to Blue Sky filings and out-of-pocket expenses incurred in relation to preparing the Funds to comply with the regulations of various countries, such as Switzerland, for the offering and sale of the Funds in such countries; (iv) income taxes, withholding taxes, transfer taxes, and other governmental taxes, charges, duties and related costs directly incurred or imposed on the Master Funds or Feeder Funds; (v) investment-related expenses, including, without limitation, all transaction charges, exchange fees, financing expenses, brokerage commissions, interest expenses, administration fees, valuation and registration fees, fees of any brokers, Valuation Agent, clearing, custody and execution costs; (vi) fees and expenses payable to the third-party Administrator; (vii) bank service fees; (viii) the costs of maintaining the Master Funds’ and the Feeder Funds’ exempted company status in the Cayman Islands, fees and expenses payable to the independent directors and officers of the Master Funds and the Feeder Funds, and such customary fees of the secretary for its secretarial services to the Master Funds and the Feeder Funds, as well as all reasonable out-of-pocket expenses of the directors, officers, and secretary incurred in the performance of their duties; (ix) fees and expenses incurred by the Master Funds or the Feeder Funds in complying with the Foreign Account Tax Compliance Act as well as any other Master Fund or Feeder Fund regulatory compliance filing (excluding Form PF); (x) any extraordinary expenses incurred by or on behalf of the Master Funds or the Feeder Funds (such as indemnification), if any; and (xi) any operating expenses of the Master Funds or the Feeder Funds to the extent not included below under the Expense Cap.

Capped Expenses. Expenses that are subject to the Expense Cap are licensing expenses paid by the Investment Adviser to Voleon Financial Strategies LP (the “IP Company”), which is an affiliate of the Investment Adviser (and reimbursed by the Master Funds), for the algorithms, software code, and systems needed to implement the investment objectives of the Master Funds that are attributable to trading and risk management, but not to the prediction models employed by the Investment Adviser to implement the Funds’ investment strategy, which prediction model licensing fees are not charged to the Funds; other licensing expenses to external parties for computer hardware and software used for trading, back office software, and risk management (including expenses and licensing fees for purchased and leased hardware and software); data center/colocation facility expenses; networking expenses; electronic data expenses; data processing hardware and software costs; D&O and E&O liability insurance for certain executives employed by the Investment Adviser and the Managers; salaries of the limited staff of the Investment Adviser primarily involved with the trading operations of the Master Funds; and other technology and risk management-related expenses related to the operation of the Master Funds. Expenses not listed in this paragraph are not subject to the Expense Cap. Expenses that are subject to the Expense Cap are charged on each Valuation Date to the Feeder Funds on a pro rata basis; each Feeder Fund’s share of these expenses are capped at an amount equal to 0.04% per month of the Net Asset Value on each Valuation Date (the “Expense Cap”). However, if on any Valuation Date, capped expenses are less than the Expense Cap, such amounts remaining under the Expense Cap will (a) be used to reimburse the Investment Adviser for capped expenses in excess of the Expense Cap that were not paid to the Investment Adviser on preceding Valuation Dates occurring in the same calendar year and, if there are still amounts remaining and the Valuation Date is not the last Valuation Date of the calendar year, (b)be carried forward to subsequent Valuation Dates in the same calendar year and be used to pay any eligible expenses subject to the Expense Cap and owed to the Investment Adviser in excess of the Expense Cap on such Valuation Dates. On the last Valuation Date of a calendar year, any remaining amounts carried forward and not used to pay Investment Adviser expenses will no longer be carried forward. Subject to the Expense Cap, any expenses incurred by the Investment Adviser on behalf of the respective Master Fund that are in excess of this cap (plus any carry forward amounts) will not be reimbursed to the Investment Adviser.

For the avoidance of doubt, the Investment Adviser is not entitled to reimbursement for its general overhead and operating expenses, such as office space, office facilities and office personnel, required for the performance of its services other than as specifically set forth above.

Administrator’s Fees. The fees payable to the Administrator are based on the standard schedule of fees charged by the Administrator for similar services. These fees are detailed in the applicable administration agreement. The Administrator will also be entitled to be reimbursed by the relevant Fund for all out-of-pocket expenses relating to such Fund properly incurred by the Administrator in the course of its duties.

Custodians’ Fees. The fees payable to the Funds’ custodians, if any, will be based on the standard schedule of fees charged by such custodian for similar services. These fees will be detailed in the custodian agreements between each of the relevant Funds and each such custodian. The custodians will also be entitled to be reimbursed by the relevant Fund for all out- of-pocket expenses relating to the relevant Fund properly incurred by such custodian in the course of its duties. Please refer to the fund documents for further details on the treatment of fees and expenses. As we consider appropriate, we may invest a portion of the Master Funds’ assets in one or more money market funds, short-term U.S. Government Treasuries, and other instruments to temporarily invest its cash. When any such investments are made, investors will be paying, in addition to the compensation payable to us, their proportionate share of any management or other fees charged by the manager of such money market fund, mutual fund or exchange-traded fund. See Item 12 of this brochure for additional information regarding Voleon’s brokerage practices. please register to get more info

Voleon is not entitled to any performance-based fees or performance-based fees/allocations from the Master Funds. However, certain of its affiliates are entitled to performance-based compensation as follows: (1) the Investors Manager is entitled to a quarterly performance-based fee from the Investors Master Fund, (2) the Institutional Master Fund Manager is entitled to a quarterly performance-based allocation from the Institutional Master Fund, and (3) the Institutional Feeder Fund Manager is entitled to a quarterly performance-based fee from the Institutional Feeder Fund. The details of how the performance fees/allocations are calculated can be found in the confidential offering documents of the Feeder Funds, which are provided to prospective investors. However, the Feeder Funds may enter into agreements with one or more investors providing for the waiver or modification of the performance fee/allocation applicable to such investor(s) without notice to the other investors in the applicable Feeder Fund.

Such performance-based fees/allocations create certain inherent conflicts of interest with respect to Voleon’s management of assets. Specifically, our affiliates’ entitlement to performance-based fees/allocations may create an incentive for us to take risks in managing assets that we would not otherwise take in the absence of such arrangements. Additionally, since performance fees/allocations reward our affiliates for performance in client accounts that are subject to such fees/allocations, we may have an incentive to favor such accounts over those that have only fixed asset-based fees with respect to areas such as trading opportunities, trade allocation, and allocation of new investment opportunities. Currently, Voleon’s advisory services are provided solely to the Funds, which invest through a master-feeder structure. Voleon may advise individual clients through managed accounts in the future, but it currently does not advise any such accounts. As a registered investment adviser and a fiduciary, Voleon exercises due care to ensure that investment opportunities are allocated equitably among all clients. Voleon has implemented policies and procedures to address trade allocation decisions, order aggregation, and brokerage allocation decisions. These policies and procedures, which are discussed more fully in Item 12, seek to ensure fair and equitable treatment of all clients over time. See Item 12 of this brochure for additional information regarding Voleon’s trade aggregation and allocation procedures. please register to get more info

We provide investment advice only to the Funds, which are private pooled investment vehicles. Investment advice provided to the Master Funds is subject to the direction and control of the Board of Directors of each Master Fund. Investors in our Feeder Funds are generally required to make a minimum initial investment of $1,000,000, and generally must maintain a minimum investment of at least $50,000. Onshore Feeder Funds Investors in the Onshore Feeder Funds generally are persons who are U.S. Persons and who qualify as “accredited investors” as defined in Rule 501 under Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), qualify as “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act, and meet other eligibility criteria established by the Managers. Offshore Feeder Funds Investors in the Offshore Feeder Fund generally are persons who are Non-U.S. Persons (as defined under Regulation S under the Securities Act) pursuant to the exemption offered by Regulation S, or are certain tax-exempt U.S. Persons pursuant to the exemption offered by Regulation D under the Securities Act, and meet other eligibility criteria established by the Managers. please register to get more info

Investment Strategies
The Master Funds’ respective trading strategies are implemented through the trading activities conducted on their behalf by the firm, with the goal of generating positive risk-adjusted returns through quantitative trading strategies. We seek to generate returns that are not correlated or are only minimally correlated with the returns of various national and/or global equity and bond market indices, or with the returns of non-U.S. Dollar currencies relative to the U.S. Dollar. While the Master Funds’ past trading strategies have been based on a subset of quantitative strategies commonly referred to as “statistical arbitrage” trading strategies, we have, and at any time, may implement additional quantitative strategies beyond the subset of “statistical arbitrage” strategies. We may use a range of quantitative tools to seek to identify profit opportunities, to construct portfolios in a cost-efficient manner, and to manage the overall risk of the Master Funds’ portfolios. We may implement one or more strategies, including strategies based on our quantitative research. Our rigorously researched and implemented quantitative strategies seek to exploit mis-pricings that exist due to inherent inefficiencies in the flow and accuracy of information and other factors in the marketplace. We may implement one or more quantitative-based strategies based on proprietary quantitative research employed by Voleon. As a result of this research, we may also implement quantitative- based trading strategies utilizing a variety of asset classes and financial instruments, such as equity securities and/or related equity derivative products (collectively, “Equity Instruments”) and fixed income securities, fixed income derivatives, including credit default swaps, and other instruments selected by the Investment Adviser in its sole discretion (collectively, “Fixed Income Instruments”). By analyzing the behavior of asset prices and other available asset-related and security-related information as well as other information that we believe may have predictive value, and by testing relationships between these data sets in what it believes to be a statistically sound framework, we seek to make economically significant predictions about future asset price moves, absolute or relative to other similar assets or tradable indices, net of transaction costs. We may use a range of quantitative tools to seek to identify profit opportunities, to construct portfolios in a cost-efficient manner, and to manage the overall risk of the Master Funds’ portfolios. Based on our quantitative research, we employ trading models (the “Trading Models”) that are implemented through our computerized trading system (the “Trading System”), which may comprise a combination of third-party and proprietary developed software components. The Trading System tracks multiple data sources and, using the Trading Models, regularly updates risk models and forecasts of asset price moves to determine target asset portfolios and trading programs with the aim of optimizing returns relative to risk. For Equity Instruments, the Trading System incorporates order management and other trading related components. For Fixed Income Instruments, certain trading related components, including trade execution, are generally implemented by the trading staff. While the principals and/or employees of the Investment Adviser develop set key parameters for the Trading Models, the Trading System generally executes trades on a non- intervention basis for Equity Instruments. With respect to such instruments, no person will typically review individual orders or programs of trades before they are carried out by the Trading System, except in unusual circumstances. The Trading System executes trades directly via electronic links to the Master Funds’ brokers. However, some trades of Equity Instruments may be executed, and most trades of Fixed Income Instruments will be executed, by a principal or employee of the Investment Adviser. During trading hours, a principal or employee of the Investment Adviser may monitor instrumentation of aggregate characteristics of the Trading System, and from time to time, that person or another principal or employee may intervene, typically to halt, limit trading, or liquidate holdings in one or more securities should unusual circumstances arise (such as a company becoming the subject of merger speculation), or under adverse market conditions. There can be no assurance that such human intervention will be taken in all cases where it may be desirable, and any given human intervention action may not have the intended effect and could result in loss, or greater loss for the Master Funds than if human intervention had not occurred. In the future we, based on our judgment of which techniques are likely to be most effective for carrying out current and any future trading strategies, may further automate the Trading System and thus reduce the level of human oversight and/or intervention, or may increase the level of human oversight and/or intervention. The Master Funds may invest directly or indirectly in publicly traded securities of companies domiciled in Western Europe and Eastern Europe (collectively, “European Countries”); companies domiciled in the Asia-Pacific region (collectively, “Asia-Pacific Countries”); and companies domiciled in other countries selected by the Investment Adviser in its sole discretion (such countries, together with European Countries and Asia-Pacific Countries, are collectively referred to as “Non-U.S. Countries”). The Master Funds may invest in common and preferred stocks, depositary receipts, exchange-traded funds (“ETFs”), and any other instrument selected by the Investment Adviser in its sole discretion. We are not required to adhere to any restrictions with respect to diversification, such as number of holdings, holding periods, types of Investments held, geography of Investments, or any other factor. While we anticipate maintaining a diversified portfolio of countries, we are not required to do so. We may invest entirely in any one Non-U.S. Country or in the U.S. as we determine appropriate based on the Trading Models. The Trading Systems and Trading Models are designed to hold securities for varying lengths of time. Equity Instruments include equity derivatives (including but not necessarily limited to swaps), though the Master Funds may choose to trade in the underlying equities in the future, executed with their prime brokers and other brokers, although it may execute derivative contracts with other derivatives dealers.
As a result, the Master Funds may not have beneficial ownership interests in the equity securities but a contractual right to receive any increase in the value of the equity securities or an obligation to pay any decrease in the value of the equity securities or an obligation to pay any decrease in the value of the equity securities. Accordingly, the Master Funds’ assets may consist mostly of cash and equity derivative contracts. Currently, the Master Funds utilize one or more derivative counterparties for its equity derivative trades. The Master Funds may also trade currency derivatives (including but not limited to swaps). Currency derivatives may be utilized for hedging purposes and for speculative trading purposes. In the future, the Master Funds may expand their investment focus to include other types of Investments. In addition to the United States and Non-U.S. Countries, the Master Funds may expand trading to other non-U.S. and foreign markets, including, but not limited to, emerging markets. In addition, the Master Funds may engage in trading of foreign currencies, currency forwards, or other instruments or asset classes. The Master Funds may also deploy a fixed-income trading strategy by investing in Fixed Income Instruments, and certain Master Funds currently deploy such strategy. The Investment Adviser may select Fixed Income Instruments from corporate issuers located in the United States and in Non-U.S. Countries. The Investment Adviser may also select Fixed Income Instruments regardless of whether they receive ratings from credit rating agencies. There are no requirements for the Master Funds to invest only in Fixed Income Instruments above a particular credit rating or to diversify its investments in Fixed Income Instruments by issuer, instrument type, credit rating, or any other criteria. The Master Funds may also invest in credit derivative instruments, such as credit default swaps, and sovereign obligations, such as U.S. Treasury bills and notes, for speculative or risk management purposes. The mix and relative proportions of investment strategies deployed by the Master Funds may vary over time as determined by the Investment Adviser in its sole discretion. Each Master Fund is not required to diversify among the investment strategies or within any particular investment strategy it deploys. In addition to investing in Equity Instruments and Fixed Income Instruments in both the United States and in Non-U.S. Countries, the Master Funds may engage in hedging activities and any other activities or strategy selected by the Investment Adviser in its sole discretion. The Master Funds may also invest in money market funds, short-term U.S. Government Treasury securities with a maturity of one year or less ,and other instruments. Each Master Fund may trade any type of security, commodity, financial instrument (including derivatives), and any other real or personal property of any kind in any market and across global markets, and over time expects to expand the range of securities, instruments, asset classes, and markets in which it invests to accomplish its investment objectives. There can be no assurance as to which instruments or markets the Master Funds may trade, either over time or from time to time. Equity Instruments, Fixed Income Instruments, securities, commodities, financial instruments (including derivatives), and any other real or personal property of any kind are collectively referred to as “Investments.” The Investment Adviser may or may not hedge its foreign currency exposure with respect to its Investments in Non-U.S. Countries. Any adverse currency movements against the U.S. Dollar with respect to any such foreign currency position will reduce returns to investors. The Investment Adviser may choose to hedge its foreign currency exposure in whole or in part in its sole discretion. Adverse foreign currency movements may reduce the returns of the Master Funds significantly, even if the market value of the underlying foreign assets have increased. The trading strategies employed by Voleon are proprietary, confidential, and subject to change. The foregoing description is therefore intentionally general in nature and is not a complete description of the strategies summarized or of all of the strategies that may be utilized by Voleon over time or from time to time. The Master Funds are not in any way limited in the strategies, Investments, asset classes, or markets they may trade or the manner in which they may implement trading strategies that, in the Investment Adviser’s opinion, may deliver attractive returns with acceptable risk and accomplish the Master Funds’ investment objectives. Similarly, the Investment Adviser is not otherwise limited in the construction of the Master Funds’ portfolios. The Investment Adviser will decide in its sole discretion the mix and relative proportion of strategies deployed in the Master Funds’ portfolios at any time, and there can be no assurance that the information and disclosure provided herein with respect to the Master Funds’ investment strategies, policies, limitations, and portfolio construction is current as of the date of this brochure. The Investment Adviser frequently reviews market conditions, reviews and revises its investment strategies and policies from time to time, and allocates the Master Funds’ assets to any strategies, markets, or instruments (including ones not disclosed herein) it identifies as being capable of delivering robust performance. The Investment Adviser may pursue and may allocate the Master Funds’ assets to other investment strategies not described herein on behalf of the Master Funds without providing advance notice thereof to investors. The Master Funds may trade any strategy and any Investment in any market and across global markets, whether or not described herein. There can be no assurance as to which markets, strategies, or Investments the Master Funds may trade from time to time. General Investment and Trading Risks General Market and Regulatory Developments. The global financial markets have in the past gone through pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention. Such intervention was in certain cases implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of the markets, as well as previously successful investment strategies. These events and their cumulative effect have led to concerns that regulatory and legislative bodies may impose new and burdensome regulations on hedge funds and their managers. Indeed, recent developments in the U.S. financial markets illustrate that the current environment is one of extraordinary and possibly unprecedented uncertainty for the hedge fund industry. Additionally, geopolitical events, the continued threat of terrorism both within the United States and abroad, the ongoing military and other actions and heightened security measures in response to these threats, international tensions between the United States and other nations, and instability in the credit and sub-prime markets may cause disruptions to commerce, reduced economic activity, and continued volatility in markets throughout the world. Such systemic risks may have an adverse impact on the assets in the Master Funds’ portfolios in the event that such risks result in a decline in the securities markets and economic activity. Voleon cannot predict the extent and timing of any decreased commercial and economic activity resulting from the above factors, or how any such decrease might affect the value of securities and other assets held by the Master Funds. These factors could also result in incidents or circumstances that could disrupt the normal operations of Voleon and its affiliates, the brokers, and the Administrator, or any of the Trading Counterparties utilized by the Master Funds, which could also have negative effects on the investment performance of the Master Funds. The Master Funds may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets, many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available to the Master Funds from its Trading Counterparties is typically reduced in disrupted markets. Such a reduction may result in substantial losses to the Master Funds. Market disruptions may cause dramatic losses for the Master Funds, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. Risks of Investing Globally Issuers are generally subject to different accounting, auditing, and financial reporting standards in different countries throughout the world. The volume of trading, the volatility of prices, and the liquidity of issuers may vary in the markets of different countries. Hours of business, customs, and access to these markets by outside investors may also vary. In addition, the level of government supervision and regulation of securities exchanges, securities dealers, and listed and unlisted companies is different throughout the world. In addition, there may be a lack of adequate legal recourse for the redress of disputes, and in some countries, the pursuit of such disputes may be subject to a highly prejudiced legal system. Additional risks may include lack of transparency in financial markets, inefficient execution of transactions, reduced ability to sell securities short, and high transaction costs. Different markets also have different clearance and settlement procedures. Delays in settlement could result in temporary periods when a portion of the assets of the Master Funds are uninvested and no return is earned thereon. The inability of the Master Funds to make intended security purchases due to settlement problems could cause the Master Funds to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result either in losses to the Master Funds due to subsequent changes in value of the portfolio security or, if the Master Funds have entered into a contract to sell a security, could result in possible liability to the purchaser. In certain markets, there may be limited availability of historical data to support the research and development of effective trading strategies. Real-time data may also be unavailable or unreliable, thereby introducing trading delays and errors that could impair returns. There may be limited or no availability of borrowable securities to enable short-selling, reducing the range of trading opportunities and making it harder to develop hedged portfolios; “short squeezes” may also be more likely in such circumstances, which raises the risk of sudden large losses on any short positions held. Execution quality may be lower in certain markets; bid-ask spreads may be wide, and it may be difficult to execute at posted market prices. With respect to certain countries, there is a possibility of expropriation or confiscatory taxation; imposition of withholding taxes on dividends or interest payments, capital gains, or other income; limitations on the removal of funds or other assets of the Master Funds, potentially imposed after the Master Funds have made an investment in a given country and without sufficient notice to allow withdrawal or redemption under the pre-existing terms; managed or manipulated exchange-rates, volatility of exchange rates, the cost of currency hedging if employed, direct currency conversion costs, and other issues affecting currency conversion; political, economic or social instability or diplomatic developments that could affect investments in those countries; or government policies that may restrict the Master Funds’ investment opportunities. An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, may change independently of each other. These risks may be greater in emerging markets. The Master Funds may trade in emerging markets in the future. Foreign Investment The Master Funds will make investments in issuers organized or based in Non-U.S. Countries. These investments may be subject to a variety of risks and other special considerations not affecting investments in domestic issuers. Many foreign investment markets are not as developed or efficient as those in the United States. Investments in some foreign issuers are less liquid and more volatile than investments in comparable U.S. issuers. Similarly, volume and liquidity in many foreign markets are less than in the United States and, at times, volatility of price can be greater than in the United States. The issuers may be subject to less stringent financial reporting and informational disclosure standards, practices, and requirements than those applicable to U.S. issuers. Since transactions in foreign investments often are denominated in currencies of foreign countries, the Master Funds may incur currency exchange costs when effecting these transactions and the value of these investments as measured in U.S. dollars may be affected favorably or unfavorably by subsequent changes in currency rates and exchange control regulations. Currency exchange rates may fluctuate significantly over short periods of time. The Master Funds will be permitted, but will not be required, to engage in currency hedging transactions (using forward, futures, or options contracts) to protect against adverse changes in currency rates, and it is possible that such hedging transactions could be unsuccessful. Foreign Exchanges The Master Funds may trade on exchanges located outside the United States, where the protections provided by U.S. regulations do not apply. In the case of trading on foreign exchanges, the Master Funds will be subject to the risk of the inability of or refusal by their Trading Counterparties to perform with respect to their contracts with the Master Funds. The Master Funds also may not have the same access to certain trades as do various other participants in foreign markets. European Investment Risk Because the Master Funds’ investment strategies include trading in European Countries, the Master Funds’ performance will be impacted by the political, social, and economic environment within Europe. Most European Countries are members of the Economic and Monetary Union of the European Union (the “EU”), which faces major issues involving its membership, structure, procedures, and policies. The EU also requires compliance with restrictions on inflation rates, deficits, interest rates, debt levels, and fiscal and monetary controls, each of which may significantly affect EU member countries, as well as other European countries. Decreasing imports or exports, changes in governmental regulations on trade, changes in the exchange rate of the Euro, and recessions in EU economies may have a significant adverse effect on the economies of EU members and their trading partners, including non-member European countries. It is possible that the timing and substance of these EU directives and regulations may not address the needs of all EU member countries. There is also continued concern over member state-level support for the Euro, which could lead to certain countries leaving the EU, the implementation of currency controls, or potentially the dissolution of the Euro. The dissolution of the Euro could have significant negative effects on European financial markets. Additionally, Eastern European markets remain relatively undeveloped and may be particularly sensitive to political and economic developments. The Master Funds’ foreign investments may be adversely affected by political and social instability, changes in economic or taxation policies, difficulty in enforcing obligations, decreased liquidity, or increased volatility. The European financial markets have in the past experienced volatility and adverse trends due to concerns about economic downturns or rising government debt levels in several European countries, including Greece, Ireland, Italy, Portugal, and Spain. These events have adversely affected the exchange rate of the Euro and may continue to significantly affect every country in Europe, including countries that do not use the Euro. The Master Funds’ performance will be affected by political, social, and economic conditions in Europe, such as growth of the economic output (the gross national product), the rate of inflation, the rate at which capital is reinvested into European economies, the success of governmental actions to reduce budget deficits, the resource self-sufficiency of European countries, and interest and monetary exchange rates between European countries. European financial markets may experience volatility due to concerns about high government debt levels, credit rating downgrades, rising unemployment, the future of the Euro as a common currency, possible restructuring of government debt, and other government measures responding to those concerns, and fiscal and monetary controls imposed on EU member countries. In addition, if one or more countries were to abandon the use of the Euro as a currency, the value of investments tied to those countries or the Euro could decline significantly and unpredictably. In June 2016, citizens of the United Kingdom approved a referendum to leave the EU, creating economic and political uncertainty. Significant uncertainty exists regarding the timing of the United Kingdom's anticipated withdrawal from the EU and the effects such withdrawal may have on the United Kingdom, other EU countries, and the global economy, which could be significant, potentially resulting in increased volatility and illiquidity and lower economic growth. The resulting developments from this United Kingdom referendum may adversely impact the Master Funds’ performance. Risks Relating to China Trading China Trading Considerations. In general, the Master Funds intend to trade in China through equity swaps, but they may also trade through any other instruments selected by the Investment Adviser. The underlying equity securities are typically A-shares issued by companies incorporated in China which are denominated and traded in Chinese yuan (“CNY”) on the Shanghai and Shenzhen Stock Exchanges. Under current regulations in the People’s Republic of China (the “PRC”), foreign investors may invest in domestic PRC securities through certain restricted market-access programs. The A-share market is made available to certain foreign investors, including those foreign investors that have been approved as Renminbi Qualified Foreign Institutional Investors (“RQFII”) or as Qualified Foreign Institutional Investors (“QFII”). A RQFII or QFII license may be obtained by submitting an application and receiving a license from the China Securities Regulatory Commission. QFII and RQFII investors have also been granted a specific aggregate dollar amount investment quota by China’s State Administration of Foreign Exchange (“SAFE”) to invest foreign freely convertible currencies (in the case of a QFII) and CNY (in the case of an RQFII) in the PRC for the purpose of investing in the PRC’s domestic securities markets. The Master Funds may engage Derivative Counterparties with licenses in these programs to access the A-shares selected by the Trading Models. The Derivative Counterparties may invest in A-shares and other permitted China securities listed on the Shanghai and Shenzhen Stock Exchanges up to the specified quota amount and provide synthetic exposure to the Master Funds. Investment companies, such as the Master Funds, are not currently within the types of entities that are eligible for a RQFII or QFII license, so the Master Funds will not have direct access to the A-share market. The Master Funds also intend to invest in equity swaps for which the underlying equity securities are known as in A-shares listed and traded on the Shanghai Stock Exchange and Shenzhen Stock Exchange through the Shanghai–Hong Kong and Shenzhen–Hong Kong Stock Connect programs (collectively, “Stock Connect”). Stock Connect is a securities trading and clearing program between either the Shanghai Stock Exchange or the Shenzhen Stock Exchange and any of the Stock Exchanges of Hong Kong Limited, China Securities Depository, or Clearing Corporation Limited and Hong Kong Securities Clearing Company Limited. Stock Connect is designed to permit institutional stock market access between China and Hong Kong by allowing investors to trade and settle shares on each market via their local exchanges. Trading through Stock Connect is subject to daily quotas that limit the maximum daily net purchases on any particular day. Accordingly, the Master Funds’ indirect investments in A-shares available through Stock Connect will be limited by the quota allocated to its Derivative Counterparties or allocated via Stock Connect, and by the daily quotas that limit total purchases and/or sales through Stock Connect. The efficiency and speed at which the Master Funds’ Trading Systems are able to access the A-shares market is likely to be slower than those of other countries due to these stringent regulatory restrictions imposed by the PRC. The Investment Adviser anticipates that more human intervention will be needed for trades executed in the PRC due to these regulatory restrictions on foreign access. Risks described below are also applicable to the Master Funds’ Counterparties that transact directly in A-shares. China Investing Risk. The Master Funds are subject to certain risks applicable to investing in A- shares in the PRC that are unique to the PRC. China may be subject to considerable degrees of economic, political, and social instability. China is an emerging market and demonstrates significantly higher volatility from time to time in comparison to developed markets. Over the last few decades, the Chinese government has undertaken reform of economic and market practices and has expanded the sphere of private ownership of property in China. In addition, the Chinese economy is export-driven and highly reliant on trade. Adverse changes to the economic conditions of its primary trading partners, such as the United States, Japan, and South Korea, could adversely impact the Chinese economy. Chinese markets generally continue to experience inefficiency, volatility, and pricing anomalies resulting from governmental influence, a lack of publicly available information, and/or political and social instability. Internal social unrest or confrontations with other neighboring countries, including military conflicts in response to such events, may also disrupt economic development in China and result in a greater risk of currency fluctuations, currency non-convertibility, interest rate fluctuations, and higher rates of inflation. China has experienced security concerns, such as terrorism and strained international relations. Incidents involving China’s or the region’s security may cause uncertainty in Chinese markets and may adversely affect the Chinese economy and the Master Funds’ investments. Export growth continues to be a major driver of China’s rapid economic growth. Reduction in spending on Chinese products and services, institution of tariffs or other trade barriers, or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the Chinese economy. While policy implications remain uncertain, new regulations or trade barriers could lead to a decrease in trade activity between China and the U.S., which could have an adverse impact on the Chinese economy. China Securities Risk. Investing in securities of Chinese companies, including investments that provide exposure to A-shares, involves certain risks and considerations not typically associated with investing in securities of U.S. or Western European issuers, including, among others: (i) the small size of the market for Chinese securities and low trading volume, resulting in a lack of liquidity and in price volatility; (ii) currency devaluations and other currency exchange rate fluctuations or blockages; (iii) the nature and extent of intervention by the PRC government in the Chinese securities markets, whether such intervention will continue, and the impact of such intervention or its discontinuation; (iv) the risk of nationalization or expropriation of assets; (v) the risk that the PRC government may decide not to continue to support economic reform programs; (vi) the limitation on the use of brokers; (vii) higher rates of inflation; (viii) greater political, economic, and social uncertainty; (ix) market volatility caused by potential regional or territorial conflicts or natural disasters; and (x) the risk of increased trade tariffs, embargoes, and other trade limitations. These factors can directly affect A-shares. The economy of China differs, often unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, interest rates, and allocation of resources and capital reinvestment. The PRC central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership and actions of the PRC central and local government authorities continue to have a substantial effect on economic conditions in China. In addition, the PRC government has from time to time taken actions that influence the prices at which certain goods may be sold; encouraged companies to invest or concentrate in particular industries; induced mergers between companies in certain industries; induced private companies to publicly offer their securities to increase or continue the rate of economic growth; and controlled the rate of inflation or otherwise regulated economic expansion. It may do so in the future as well, potentially having a significant adverse effect on economic conditions in China. The Chinese securities markets are emerging markets with limited operating history characterized by relatively low trading volume, resulting in substantially less liquidity and greater price volatility. Liquidity risks may be more pronounced for the A-share market than for Chinese securities markets in general because the A-share market is subject to greater government restrictions and control, including trading suspensions. Price fluctuations of A- shares have been limited to either 5% or 10% per trading day. In addition, there is less regulation and monitoring of Chinese securities markets and the activities of investors, brokers, and other participants than in the United States. Accounting, auditing, and financial reporting standards in China are different from U.S. standards and, therefore, disclosure of certain material information may not be made. There is also less information available than would be the case if Investments were restricted to securities of U.S. or Western European issuers. There is also generally less governmental regulation of the securities industry in China, and less enforcement of regulatory provisions, than in the United States. Additionally, it may be more difficult to obtain a judgment in a court outside of the United States. China Currency and Expropriation Risk. The PRC government strictly and heavily regulates the payment of foreign currency denominated obligations and sets monetary policy. Chinese law requires that all domestic transactions must be settled in CNY, places significant restrictions on the remittance of foreign currencies, and strictly regulates currency exchange from CNY. Emerging markets such as China can experience high rates of inflation, deflation, and currency devaluation. The value of the CNY may be subject to a high degree of fluctuation due to, among other factors, changes in interest rates, the effects of monetary policies issued by the PRC, the United States, foreign governments, central banks, or supranational entities, the imposition of currency controls, or other national or global political or economic developments. The Master Funds’ exposure to the CNY and changes in value of the CNY versus the U.S. Dollar may result in reduced returns of the Master Funds and result in volatility. The CNY is currently not a freely convertible currency. The PRC government places strict regulations on CNY and sets the value of CNY to levels dependent on the value of the U.S. Dollar, but the PRC government has been under pressure to manage the currency in a less restrictive fashion so that it is less correlated to the U.S. Dollar. The PRC government’s imposition of restrictions on the repatriation of CNY out of China may limit the depth of the offshore CNY market and may reduce the liquidity of Chinese investments. Repatriations by RQFIIs, such as the Master Funds’ Derivative Counterparties, are currently permitted daily and are not subject to repatriation restrictions or prior regulatory approval. However, there is no assurance that Chinese rules and regulations will not change or that repatriation restrictions will not be imposed in the future. Further, such changes to the Chinese rules and regulations may be applied retroactively. Any restrictions on repatriation of the Master Funds’ Investments in China may have an adverse effect on the Master Funds’ returns or their ability to meet redemption requests. Special Risk Considerations Relating to the RQFII. A reduction in or elimination of the RQFII quota available to licensed participants to trade in A-shares may adversely affect the willingness of Derivative Counterparties to engage in swaps on A-shares with the Master Funds. These risks are compounded by the fact that at present there are only a limited number of firms and counterparties that have QFII or RQFII status or are otherwise able to obtain the A-shares quota. In addition, the RQFII quota may be reduced or revoked by Chinese regulators if, among other things, the RQFII fails to observe SAFE and other applicable Chinese regulations, which could also lead to other adverse consequences, including the requirement that the Master Funds dispose of their A-shares holdings. There can be no guarantee that the Master Funds will be able to invest in appropriate futures contracts, swaps, and other derivative instruments, and the PRC government may at times restrict the ability of firms regulated in the PRC to make such instruments available. Risks of Investing Through Stock Connect. The Master Funds anticipate trading derivatives of A-shares through Stock Connect. Trading through Stock Connect is subject to a number of restrictions that may affect the Master Funds’ investments and returns. For example, trading through Stock Connect is subject to daily quotas that limit the maximum daily net purchases on any particular day, which may restrict or preclude the Master Funds’ ability to invest in Stock Connect A-shares. In addition, investments made through Stock Connect are subject to trading, clearance, and settlement procedures that are relatively untested in the PRC, which could pose new and unknown risks to the Master Funds. Moreover, Stock Connect A-shares generally may not be sold, purchased, or otherwise transferred other than through Stock Connect in accordance with applicable rules. A primary feature of Stock Connect is the application of the home market’s laws and rules applicable to investors in A-shares. Therefore, the Master Funds’ investments in Stock Connect A-shares are generally subject to PRC securities regulations and listing rules, among other restrictions. Finally, while overseas investors currently are exempted from paying capital gains or business taxes on income and gains from investments in Stock Connect A-shares, these PRC tax rules could be changed, which could result in unexpected tax liabilities for the Master Funds. The Stock Connect program is a relatively new program. Further developments are likely and there can be no assurance as to the program’s continued existence or whether future developments regarding the program may restrict or adversely affect the Master Funds’ investments or returns. In addition, the application and interpretation of the laws and regulations of Hong Kong and the PRC, and the rules, policies, or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect program are uncertain, and may have a detrimental effect on the Master Funds’ investments and returns. A-shares Tax Risk. Uncertainties in PRC tax rules governing taxation of income and gains from investments in A-shares could result in unexpected tax liabilities for the Master Funds. China generally imposes withholding tax at a rate of 10% on dividends and interest derived by nonresident enterprises (including QFIIs and RQFIIs) from issuers resident in China. China also imposes withholding tax at a rate of 10% on capital gains derived by nonresident enterprises from investments in an issuer resident in China, subject to an exemption or reduction pursuant to domestic law or a double taxation agreement or arrangement. The Master Funds may also be liable to its Derivative Counterparties for any tax that is imposed on such Derivative Counterparty by the PRC. The current PRC tax laws and regulations and interpretations thereof may be revised or amended in the future, including with respect to the possible liability of the Master Funds for obligations of its Derivative Counterparties. The withholding taxes on dividends, interest, and capital gains may in principle be subject to a reduced rate under an applicable tax treaty, but the application of such treaties in the case of a RQFII acting for foreign investors such as the Master Funds are also uncertain. Finally, it is also unclear whether a RQFII would also be eligible for PRC Business Tax (“BT”) exemption, which has been granted to QFIIs with respect to gains derived prior to May 1, 2016. In practice, the BT has not been collected. However, the imposition of such taxes could have a material adverse effect on the Master Funds’ returns. Since May 1, 2016, RQFIIs are exempt from PRC Value- Added Tax, which replaced the BT with respect to gains realized from the disposal of securities, including A-shares. The PRC rules for taxation of RQFIIs (and QFIIs) are evolving and tax regulations issued by the PRC State Administration of Taxation and/or PRC Ministry of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse to the Master Funds. China has implemented a number of tax reforms in recent years, and may amend or revise its existing tax laws and/or procedures in the future, possibly with retroactive effect. Changes in applicable Chinese tax law could reduce the after-tax profits of the Master Funds, directly or indirectly, including by reducing the after-tax profits of companies in China in which the Master Funds invest. Uncertainties in Chinese tax rules could result in unexpected tax liabilities for the Master Funds. If the PRC begins applying tax rules regarding the taxation of income from A-shares investments to RQFIIs and/or begins collecting capital gains taxes on such investments, the Master Funds could be subject to withholding tax liability in excess of the amount reserved (if any). The impact of any such tax liability on the Funds’ return may be material. The Master Funds will be liable to their Derivative Counterparties for any Chinese tax that is imposed on the Derivative Counterparty with respect to the Funds’ investments. In addition, to the extent the Master Funds invest in swaps and other derivative instruments, such investments may be less tax-efficient from a U.S. tax perspective than direct investment in A-shares and may be subject to special U.S. federal income tax rules that could adversely affect the Funds. The Master Funds may also be required to periodically adjust their positions in those instruments to comply with certain regulatory requirements which may further cause these investments to be less efficient than a direct investment in A-shares. Emerging Markets Risk. Certain Non-U.S. Countries are considered emerging markets. Emerging markets (also referred to as developing markets) are generally subject to greater market volatility, political, social, and economic instability, uncertain trading markets, and more governmental limitations on foreign investment than more developed markets. In addition, companies operating in emerging markets may be subject to lower trading volume and greater price fluctuations than companies in more developed markets. Securities law and the enforcement of systems of taxation in many emerging market countries may change quickly and unpredictably. In addition, investments in emerging markets securities may also be subject to additional transaction costs, delays in settlement procedures, and lack of timely information. Emerging market investments also involve the risk of the possible seizure, nationalization, or expropriation of the issuer or foreign deposits (in which the Master Funds could lose their entire investments in a certain market) and the possible adoption of foreign governmental restrictions such as exchange controls. Concentration Risk The Investment Adviser may choose to invest a substantial amount of its assets in a single country or a limited number of countries. While the Investment Adviser anticipates maintaining a diversified portfolio of countries in which it invests, it is not required to do so. At any time, the Master Funds’ portfolios may be broadly diversified or may be concentrated in one country or a limited group of countries. As a result, each Master Funds performance may be subject to greater volatility than a more geographically diversified fund. If the Master Funds concentrate their investments in this manner, they assume the risk that economic, political, and social conditions in those countries will have a significant impact on investment performance. The Investment Adviser will have sole discretion to pursue a concentrated investment strategy or a diversified trading strategy. There are no limits on the Investment Adviser’s investment discretion in this regard. If the Investment Adviser chooses to focus on a particular geographic region or country or Equity Instruments or Fixed Income Instruments therein, the Master Funds will have increased exposure to currency, political, regulatory, and other risks. To the extent the Master Funds invest a significant portion of their assets in a particular geographic region or country, economic, political, social, and environmental conditions in that region or country will have a greater effect on performance than they would in a more geographically diversified fund and the Master Funds’ performance may be more volatile than the performance of a more geographically diversified fund. This potentially limited diversity could expose the Master Funds to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in those investments. Because the Master Funds may invest at least a significant portion of their assets in a specific region, the Master Funds are subject to greater risks of adverse developments in that region and/or the surrounding regions than a fund that is more broadly diversified geographically. Political, social, or economic disruptions in the region, even in countries in which the Master Funds are not invested, may adversely affect the value of securities values held by the Master Funds. In addition, the Master Funds may face other types of concentration risk. For example, they may invest a substantial portion of their assets in particular types of instruments, such as Equity Instruments or Fixed Income Instruments, or it may have substantial counterparty exposure to a single counterparty or a small group of counterparties. The Investment Adviser will make such decisions in its sole discretion. The Master Funds would be subject to greater risk if adverse events occurred in areas in which the Master Funds are concentrated. Foreign Currency Risk Non-U.S. Country securities will be denominated in foreign currencies. The value of the Master Funds’ investments, as measured in U.S. dollars, may be unfavorably affected by changes in foreign currency exchange rates. Changes in foreign currency exchange rates will affect the value of the Master Funds’ securities and the returns to investors. Generally, when the value of the U.S. dollar rises in value relative to a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Devaluation of a currency by a country’s government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets. Unless the Master Funds have hedged their foreign currency risk, foreign securities risk also involves the risk of negative foreign currency rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which the Master Funds have exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time. Even if currency hedging strategies are utilized by the Master Funds, such hedging strategies are not always successful. The Investment Adviser may or may not hedge foreign currency risk and therefore the Master Funds may suffer losses on their foreign investments due to adverse currency moves even if the investments increase in value. The Investment Adviser may or may not hedge any foreign currency exposure, and it may choose to do so fully or partially. Even if the Investment Adviser chooses to hedge foreign currency exposure, currency hedging strategies are not always successful. Changes in currency exchange rates may affect the value of the Master Funds’ investments and the returns to investors. The Master Funds’ returns may go down if the value of the local currency of the Non- U.S. Country markets in which the Master Funds invest depreciates against the U.S. dollar, even if the local currency value of securities in the Master Funds’ holdings goes up. Furthermore, the Master Funds’ use of forward currency contracts may eliminate some or all of the benefit of an increase in the value of a foreign currency versus the U.S. dollar. The value of the U.S. dollar measured against other currencies is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political, economic, or financial events, monetary policies of governments, actual or potential government intervention, global energy prices, political instability, government monetary policies, and the buying or selling of currency by a country’s government. Volatility Risks. The prices of some instruments traded by Voleon have been highly volatile during certain periods in the past (including notably the period of mid-2007 through 2009 and the fall of 2011), and such periods may recur. The price movements of these instruments are caused by many unpredictable factors, including but not limited to, market sentiment, inflation rates, interest rate movements and general economic and political conditions. Volatility creates the specific risk, in the case of Voleon, that historical or theoretical pricing relationships will be disrupted, causing what would otherwise be a comparatively low-risk “relative value” position to incur major losses. Past returns of the Master Funds will not necessarily be indicative of their future performance. Risks Associated with Trading Activities The Master Funds also face the following risks associated with their trading activities and Investments.
• Counterparty Risks. The Master Funds will be a party to derivative contracts with third- party brokers, dealers under which such brokers or dealers will have unsecured obligations to pay amounts due to the Master Funds while the Master Funds secure their obligations to such parties with the assets of the Master Funds. Default by Derivative Counterparties under an unsecured derivative contract with the Master Funds will cause the Master Funds to become unsecured creditors in such Derivative Counterparty’s insolvency proceedings and may cause the Master Funds to lose all or significantly all of their assets. The Master Funds may also enter into tri-partite agreements that allow collateral for swap transactions to be posted to independent custodians. The Master Funds may also be a party to securities lending agreements under which they lend specified types of securities to the relevant Counterparty, which Counterparty in turn is obligated to return the lent securities to the Master Funds on an agreed upon future date. The default of any such Counterparty on any such obligation could have a material adverse effect on the Master Funds in that any securities borrowed may not be timely returned. In such event, the Master Funds may be subject to the risk that any lent securities will increase in value before they are able to replace them using any cash collateral (or the proceeds of any securities collateral) they hold, or that any securities they hold subject to repurchase by the third-party will decline in value before the Master Funds are able to resell them. In addition, if, in the event of such a Counterparty default, the Master Funds are delayed or prevented from exercising their rights to dispose of any securities collateral, it will be subject to the additional risk of a possible decline in the value of such collateral during the period in which it seeks to assert these rights. Moreover, such Counterparty may have a lien on some or all of the assets of the Master Funds, and will be allowed to liquidate such assets in certain circumstances, which liquidation could be at losses. While Voleon will select Trading Counterparties that it believes are creditworthy, the Master Funds generally do not perform extensive credit analyses on their Trading Counterparties. Furthermore, any misconduct on behalf of the Trading Counterparties, including, without limitation, fraudulent activities, will increase the Master Funds’ possible risk exposure.
• Prime Brokers. The Master Funds each have one or more prime brokers with custody of almost all of the Master Funds’ assets and/or the prime brokers’ affiliates are the Derivative Counterparties for a substantial portion of the Master Funds’ swaps. Voleon may engage in relationships with additional brokers from time to time or may terminate relationships with existing prime brokers in its discretion. If a prime broker were to enter insolvency proceedings, the assets of the Master Funds held by such prime broker may not be recouped. When the Master Funds execute trades synthetically through swap agreements, they do not typically have beneficial ownership of the securities. However, the Master Funds may engage in cash trading at any time and securities purchased with cash may be held in custody with one or more of the prime brokers. Additionally, the Master Funds may choose to execute their trades synthetically and with cash trading as Voleon deems appropriate.
• Leverage. The Memorandum and Articles of Association of the Master Funds do not impose any limits on the degree of leverage that the Master Funds may employ. Nonetheless, the Investment Adviser currently expects that the total average borrowings of the Master Funds will not exceed fifteen times the latest available Net Asset Value of the Master Funds at the time of such borrowings. The use of leverage will magnify both the potential for gains and the potential for losses in the value of the Master Funds’ assets. This use of leverage places increased importance on the Investment Adviser’s ability to hedge against moves in prices among related securities or within a market as a whole. Valuation Risk. We (or the Valuation Agent) will value the Master Funds’ positions, and such valuation will be the basis for the Net Asset Value calculation. The Master Funds’ asset values will generally be based on quotes provided by brokers and other competent third-party pricing sources. However, certain of the Master Funds’ positions may be valued based on theoretical models developed by Voleon. While these models will from time to time be corroborated by quotes obtained from third-party dealers, these valuations will generally be within the control of Voleon (which has a conflict of interest in valuing the Master Funds’ positions because the Performance Fee/Performance Allocation paid to the Managers, which are under common control with us, and the Management Fee paid to us, are both directly affected by such valuation). The fair market value of those investments for which a reliable third-party quote is not available is based on other relevant sources deemed reliable by us in our good faith judgment. Certain Fixed Income Instruments may be valued on the basis of factors other than market quotations. This may occur more often in times of market turmoil or reduced liquidity. There are multiple methods that can be used to value a Fixed Income Instrument when market quotations are not readily available. The value established for any Fixed Income Instrument at a point in time might differ from what would be produced using a different methodology or if it had been priced using market quotations. Fixed Income Instruments that are valued using techniques other than market quotations may be subject to greater fluctuation in their valuations from one day to the next than if market quotations were used. In addition, there is no assurance that the Master Funds could close out a fixed income position for the value established for it at any time, and it is possible that the Master Funds could incur a loss because a portfolio position is, in the case of a long position, closed out at a discount to the valuation established by the Master Funds or, in the case of a short position, closed out at a premium to the valuation established by the Master Funds. None of the Master Funds, the Investment Adviser, or the principals of any of them shall be liable if a price, reasonably believed by any of them to be an accurate valuation of a particular investment of the Master Funds, is subsequently found to be inaccurate. General Trading Counterparty Risk. When the Master Funds invest in options, swaps, contracts for differences, derivative and other synthetic instruments, forward contracts, or other OTC transactions and instruments or interests underlying them that may include securities, securities indices, interest rates, commodities, and commodities indices, the Master Funds may take a credit risk with regard to parties with whom each trade and may also bear the risk of settlement default. All financing transactions, such as those involving the borrowing or lending of funds or securities, will carry Counterparty risks until such borrowing or lending has terminated and the relevant collateral is returned. All deposits of securities or cash with a custodian bank or financial institution will carry Counterparty risk. On default by a Trading Counterparty, the Master Funds may be forced to unwind certain transactions and the Master Funds may encounter delays and difficulties with respect to court procedures in seeking recovery of the Master Funds’ assets. Collapses of large derivative dealers during the financial crisis illustrate the risks of such trading. These risks may differ materially from those entailed in exchange-traded transactions, which generally are backed by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. In addition, there are risks involved in dealing with the custodians or brokers who settle trades on behalf of the Master Funds. Securities and other assets deposited with custodians or brokers may not be clearly identified as being assets of the Master Funds, and therefore the Master Funds may be exposed to a credit risk with regard to such parties. The Master Funds may also enter into tri- partite agreements that allow collateral for swap transactions to be posted to independent custodians. In some jurisdictions, the Master Funds may only be an unsecured creditor of their broker in the event of the bankruptcy or administration of such broker. Further, there may be practical or time problems associated with the delay that can be involved in enforcing the Master Funds’ rights to their assets in the case of an insolvency of any such party. The significant losses incurred by many hedge funds in relation to the bankruptcy and/or administration of Lehman Brothers Holdings and its affiliates illustrate the risks that can arise in both derivatives trading and custody/brokerage arrangements. Confidential Information Conflicts. While unlikely due to the nature of our trading strategy, it is possible that in the course of the investment activities, we and the Funds may from time to time come into possession of confidential information which we and the Funds are prohibited from using for the benefit of the Master Funds, and which would have caused the Master Funds to take or omit to take certain actions had we or the Master Funds been permitted to do so. Custody Risk. When the Master Funds execute trades synthetically through swap agreements, they do not typically have beneficial ownership of the securities. However, the Master Funds may engage in cash trading at any time. At times when the Master Funds engage in cash trading, the Master Funds will not control the custodianship of all of their securities. Instead, such securities will be held by the banks or brokerage firms with whom the Master Funds execute trades. Consequently, if the banks or brokerage firms selected to act as custodians become insolvent, the Master Funds may lose all or a portion of the funds or securities held by those custodians. The Master Funds each have engaged one or more prime brokers, which also act as custodians of most or all of the Master Funds’ assets and their affiliates act as Derivative Counterparties for almost all or all of their swaps. The Master Funds may also enter into tri- partite agreements that allow collateral for swap transactions to be posted to independent custodians. However, if any such Derivative Counterparty were to enter insolvency or bankruptcy proceedings, the Master Funds’ assets would be at risk even if such tri-partite agreements were in place if the bankruptcy occurred during the business day or if the Derivative Counterparty failed to sweep the assets to the custodian. Short Sale Risks. The Master Funds routinely sell securities short in implementing their trading and risk management strategies. Since the borrowed securities sold short must later be replaced by market purchases, any appreciation in the market price of these securities will result in a loss. Short selling is subject to a theoretically unlimited risk of loss because there is no limit on how much the price of a security may appreciate before the short position is closed out. There can be no assurance that the securities necessary to cover the short position will be available for purchase by the Master Funds. In addition, purchasing securities to close out the short position can itself cause their market price to rise further, increasing losses. Furthermore, the Master Funds may be prematurely forced to close out a short position if a Trading Counterparty from which Master Funds borrowed such security demands its return, as Trading Counterparties may do in their discretion, resulting in a loss on what otherwise could have been a profitable position. Under certain circumstances, including any U.S. or non-U.S. governmental or regulatory action which impacts short selling, the Master Funds may be prematurely forced to close out a short position. The lender of a security used to cover a short position generally has the right please register to get more info

This item is not applicable to Voleon. please register to get more info

Material Financial Industry Affiliations of the Firm Our affiliate, Voleon Funds LP, serves as the General Partner of the Investor Onshore Fund and the manager of the Investors Master Fund and the Investors Offshore Fund. Our affiliate, Voleon Institutional Partners LP, serves as the Manager of the Institutional Master Fund. Our affiliate, Voleon Institutional Managers LP, serves as the General Partner of the Institutional Onshore Fund and the Manager of the Institutional Offshore Fund. Our affiliate, Voleon Financial Strategies LP, licenses certain intellectual property to the Investment Adviser that is used in connection with certain trading and other activities of the Funds. Neither Voleon nor the Managers nor any of their affiliates are registered as broker/dealers, commodity pool operators, or commodity trading advisors at the current time.

Conflicts of Interest The Funds invest through master-feeder structures and employ investment strategies, which are described in Item 8 of this brochure. In addition to the Funds, Voleon may in the future participate in or sponsor other investment vehicles, and possibly have additional advisory accounts or clients. We may also determine to engage in other businesses. Such investment vehicles, advisory accounts, clients, or other businesses may create material conflicts of interest, which are described below. Affiliate Conflicts Relating to Intellectual Property. The Intellectual Property developed by Voleon, including but not limited to all algorithms, software code, techniques, processes, systems, or trade secrets, was transferred in October 2014 to the IP Company, an affiliate of Voleon. Certain affiliate(s) of Voleon have entered into a long-term contract to develop additional Intellectual Property on behalf of the IP Company. Voleon entered into two Licensing Agreements with the IP Company to access the Intellectual Property. Without this access, Voleon would be unable to implement its investment strategy and the Funds would be unable to achieve their investment objectives. One Licensing Agreement is for trading and risk management software, and the other Licensing Agreement is for the remainder of the Intellectual Property including the predictive models employed by Voleon to implement the Funds’ investment objectives. Under each Licensing Agreement, Voleon will pay an annual fee to the IP Company payable in monthly installments for the use of the Intellectual Property. Voleon is reimbursed by the Master Funds for licensing fees payable under the Licensing Agreement attributable to trading and risk management expenses which are otherwise payable by the Master Funds and are subject to the Expense Cap. However, the licensing fee for the Licensing Agreement relating to the remainder of the Intellectual Property, including the prediction models that are employed by Voleon to implement the Funds’ investment strategy is not reimbursed by the Master Funds. The Funds will have no control over the amount of the monthly fee. The Funds and the investors will bear their pro rata share of the reimbursed licensing fee. Neither Licensing Agreement was negotiated on an arm’s length basis, and the terms of these Licensing Agreements may not reflect standard industry practices and/or the licensing fee paid by the Master Funds may not reflect fair market value as would be the case had the Licensing Agreements been negotiated on an arm’s length basis. Although Voleon does not expect to lose access to the Intellectual Property, the IP Company has the right to cancel either license in the event of insolvency, breach of the Licensing Agreement, and in certain other limited circumstances. However, no party shall be deemed to be in breach of either Licensing Agreement if such breach is caused by a Force Majeure Event. A Force Majeure Event is any circumstance beyond a party’s reasonable control, including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of either Licensing Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of laws or any action taken by a governmental or public authority, including imposing an export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. If a Force Majeure Event occurs that results in a breach of either Licensing Agreement by a party, the other party may terminate the applicable Licensing Agreement if the Force Majeure Event continues substantially uninterrupted for a period of 30 calendar days or more. Additionally, each Licensing Agreement provides that either the IP Company or Voleon may terminate the Licensing Agreement upon giving notice to the other party 60 calendar days in advance of the annual renewal date. If the IP Company were to terminate the Licensing Agreements, the investment strategy set forth herein would not be capable of being implemented and the investors may be subject to losses as a result and the Master Funds will likely have to cease its trading activities and be wound down. The wind down may take significant time and may result in an investor’s investment in the Fund being unavailable during such wind down process. The IP Company also licenses the Intellectual Property to Voleon for the benefit of other funds currently advised by Voleon, and may license it to Voleon for other affiliated or unaffiliated funds advised by Voleon, or its affiliates in the future; and to other parties so that the investors will not have exclusive access to the Intellectual Property. Such lack of exclusive access to the Intellectual Property may result in a deterioration of the returns earned by the investors especially since the strategies based on the Intellectual Property may have limited capacity. Certain principals of the IP Company are also principals of Voleon. Since the IP Company will provide separate income to these principals, these principals may be conflicted in the amount of time they spend between activities relating to the IP Company and activities relating to the Funds. Management of Other Accounts and Funds. In addition to trading for the account of the Master Funds, the Indemnified Parties and their principals may also manage or advise the trading of other investment and trading accounts with objectives similar or dissimilar to those of the Funds, including other limited liability entities or other collective investment vehicles which may currently, or in the future, be managed, advised, or sponsored by the Indemnified Parties in which the Indemnified Parties and their principals, their affiliates, and/or their respective employees (collectively, the “Voleon Parties”) may have an equity interest. The Voleon Parties have established other affiliated funds that have substantially the same strategy as the Master Funds, and may establish other funds in the future that may or may not have substantially the same strategy as the Master Funds. The other funds will also utilize substantially similar proprietary software from the IP Company. The Voleon Parties may also sponsor, advise, and manage a number of other private investment funds, proprietary accounts, and separate institutional accounts, each of which may use a substantially similar quantitative-based investment objective approach as the Master Funds. The Funds may make certain of the same investments as other funds and accounts managed or advised by the Voleon Parties, including those in which the Voleon Parties may have an equity interest. The Managers and Investment Adviser will act in a manner that they consider fair, reasonable, and equitable in allocating investment opportunities to the Funds, but the Management Agreements do not otherwise impose any specific obligations or requirements concerning the allocation of time, effort, or investment opportunities to the Funds or any restrictions on the nature or timing of investments for the Funds and for the Voleon Parties’ own account or for other funds and accounts which the Voleon Parties may manage or advise. The Investment Adviser may choose to trade or rebalance separate products with similar strategies at different times. The Voleon Parties are not obligated to devote any specific amount of time to the affairs of the Funds and are not required to accord exclusivity or priority to the Funds in the event of a shortfall in allocations of underlying investment assets or opportunities for which the Funds have made an investment execution order together with other affiliated funds. It is not anticipated that the Investment Adviser will need to use discretion to allocate investment opportunities between the Funds and any other investment vehicles that the Voleon Parties manage or advise due to the nature of the Funds and the other master-feeder fund structure. Trades by the Master Funds and any other master-feeder fund structure managed or advised by the Voleon Parties are executed independently. The Master Funds and each other master-feeder fund structure have their own separate accounts at the prime brokers. All trades initiated by both the Master Funds and any other master-feeder fund structure will be for their own separate accounts and these trades will be allocated by the prime brokers in accordance with such prime broker’s internal policies and procedures for the allocation of trades to different client accounts. Accordingly, the Investment Adviser has no ability to determine the post-trade allocation of trades between the Master Funds and each of the other master-feeder fund structures. With respect to the shorting of securities, if the prime brokers are unable to provide sufficient lending of securities for purposes of shorting the same security by the Master Funds and each of the other master-feeder fund structures, the Investment Adviser will allocate the borrowing shortage in a fair and equitable manner, although there is no assurance that the Investment Adviser will be able to do so in a manner deemed fair and equitable by the investors in the Funds. Given the independent algorithmic programs executing trades on behalf of the Funds and other master-feeder fund structures, situations in which the principals of the Managers and Voleon have an incentive to favor one or more other funds or accounts over the Funds are typically not expected to arise. While situations may occur where the Funds could be disadvantaged because of the investment activities conducted by Voleon for other investment accounts, Voleon will, in such situations, act in a fair and equitable manner although there is no assurance that Voleon will be able to do so in a manner deemed fair and equitable by the investors in the Funds. Furthermore, the other funds or accounts managed by Voleon may implement investment strategies that are parallel or similar to (and thus compete with) the Funds, or that are different from the Funds. Voleon is under no obligation to offer any specific strategy to the Funds. Voleon is under no obligation to offer any other strategy, fund or account investment opportunity to any investor in the Funds. A portion of the assets of any of the Funds may be retained by such Fund in cash, cash equivalents, or other instruments, rather than being invested in the Master Funds, in order to target a volatility level or leverage level that is different from the target volatility level or leverage level of such Master Funds through which the Feeder Funds and other collective investment vehicles trade. The Investment Adviser intends to invest all of the Funds’ assets through the Master Funds, other than assets that are retained by the Funds in cash or cash equivalents to target a different volatility level, leverage level, or for currency hedging purposes. Voleon and its principals, directors, officers, partners, managers, shareholders, employees and their affiliates, as applicable, trade or may trade for their own accounts, and certain of such persons have sponsored or may in the future sponsor or establish other public and private investment funds (including the Funds). Voleon and its principals and affiliates may trade for other accounts, including for their own accounts, and they will remain free to trade for such other accounts and to utilize trading strategies and formulae in trading for such accounts that are the same or different from the ones Voleon will utilize in making trading decisions for the Funds. In addition, and if and when applicable, in their respective proprietary trading, Voleon and its principals and affiliates may take positions that are the same as, different than, or opposite to those of the Funds. The records of any such trading will not be available for inspection by investors in the Funds except to the extent required by law. Furthermore, all of the positions held by accounts owned, managed, or controlled by Voleon and its principals and affiliates will be aggregated with each other for purposes of applying speculative position limits. As a result, the Funds might not be able to enter into or maintain certain positions if such positions, when added to the positions already held by such persons and such other accounts, would exceed the applicable limits. Such aggregation could limit the ability of Voleon to trade its Funds according to its regular trading methods, and the Funds could be required to liquidate positions in order to comply with such speculative limits. Currently, Voleon believes that such aggregation will not materially adversely affect its ability to trade for the Funds using its regular trading methods. All such trading may increase the level of competition for profitable trades experienced by the Funds, including with respect to order entry and the allocation of executed trades. While Voleon has no current intention of advising managed accounts on behalf of clients other than the Funds, if Voleon were to advise managed accounts, Voleon may utilize investment strategies for some or all of the managed accounts that may be different from or similar to its investment strategies employed with respect to the Funds’ investments. Voleon may from time to time increase or decrease the number of managed accounts in its sole discretion. Other Activities. Voleon and each of the other service providers to the Funds and their respective principals will not be devoting their time exclusively to the management of the Funds. In addition, each of such persons and their respective principals will perform similar or different services for others and may sponsor or establish other investment funds or manage managed accounts during the same period that they provide services to the Funds, including investment funds and managed accounts that trade the same or substantially similar strategies, markets, and/or instruments. Therefore, each of these persons will have conflicts of interest in allocating management time, services, and functions among the various entities and accounts for which they provide services. Additionally, these entities and accounts will compete for positions and limited investment opportunities. Although Voleon will attempt to allocate investment opportunities and positions on a fair basis, certain accounts and/or investment funds may be excluded from investments they would have been permitted access to were there no competing accounts or funds. No Independent Investment Adviser. As a result of the fact that the Manager has selected the Investment Adviser, a firm with which it is under common control, the Fund’s investments are not subject to review or oversight by an independent person. Performance Fee/Performance Allocation and Management Fee. The Performance Fee/Performance Allocation payable to Voleon’s affiliates, the Managers, may create an incentive for Voleon to make investments which are riskier or more speculative than would be the case in the absence of such Performance Fee/Performance Allocation. The Management Fee payable to Voleon may create an incentive for the Managers to raise additional fee-generating assets that reduce the Funds’ investment returns below historical levels or below the levels wished by investors. In view of the Funds’ objective to seek capital appreciation, the Managers does not intend to make any distributions to investors, but reserves the right to do so. To the extent that income is retained rather than paid out as distributions, the amount of the Management Fee payable to Voleon will be greater. Voleon may also share with any other person (including, but not limited to, any investor or any person introducing investors) any fees, charges and other benefits to which it may be entitled from the Funds. Voleon and any person connected with it including any employee of Voleon or its associated companies may invest in the Funds, and Voleon may allow to any such person a reduction and/or rebate of any fees and charges to which the Investment Adviser may be entitled from the Funds. The Performance Fee/Performance Allocation and the Management Fee have not been negotiated at arm’s-length. The Performance Fee/Performance Allocation may create an incentive for the Managers and Voleon to invest in assets that are riskier or more speculative than would be the case if the Managers were compensated based on a flat percentage of capital. Representation of Counsel. Any legal counsel to the Funds, Voleon, the Managers, and their respective affiliates may serve as counsel to certain of the investors in the Funds in matters not involving the Funds. Consequently, one or more conflicts of interests could arise. In the event that a dispute which cannot be resolved amicably should ever arise between and among any such legal counsel’s various clients, such legal counsel will have to consult with its clients at the time to determine the most appropriate course of action to follow under the circumstances, including the possibility of recusing itself entirely. In addition, any legal counsel to the Funds may also act as legal counsel to any Indemnified Party, and while such legal counsel will attempt to be fair and reasonable in connection with such representation and attempt to act in a manner consistent with its professional responsibility, there is no assurance, however, that had the Funds retained separate counsel the transaction reflected in these documents might have been structured in a manner more favorable to the Funds or their respective investors. Directors of the Master Funds. Any or all of the Boards of Directors of the Master Funds may be affiliated with one or more of the service providers to the Funds. Accordingly, Voleon, the Managers and each such director may have a conflict of interest between acting in the best interests of the Master Funds, as applicable, and his or her pecuniary interest in selecting his or her affiliates to be a service provider to the Feeder Funds and the Master Funds, thereby increasing the compensation payable to his or her affiliates. It is further expected that any or all of the Board of Directors of the Master Funds will be affiliated with Voleon and/or the Managers. Accordingly, Voleon, the Managers and each such director has a conflict of interest between acting in the best interests of the Master Funds and his or her pecuniary interest in aiding the financial performance of Voleon and/or the Managers. Possible Conflicts Regarding Brokerage Allocations. Voleon negotiates agreements with its brokers on a “best execution” basis and currently does not engage in any “soft dollar” arrangements or commitments. Incidental to agreements with its brokers, Voleon may receive additional other benefits from its brokers or other third parties, but Voleon does not take such benefits into account in choosing and negotiating with its brokers or other third parties. In addition, even though such benefits may fall outside the safe harbor for fiduciaries’ use of “soft dollar” payments established by Section 28(e) of the Exchange Act, Voleon believes that its arrangements with its brokers are reasonable. The Investment Adviser intends to allocate brokerage fees relating to the execution of its investment trades to the Master Funds and each other collective investment vehicle it manages or advises separately as different client accounts so that the fees charged by the brokers for the trades initiated by each Master Fund will be charged to the entity initiating such trade with the brokers. The Investment Adviser’s trading of Equity Instruments will use automated algorithms to allocate trades between its brokers in a manner designed to select the best broker for the specific circumstances of each trade to achieve “best execution” for each trade. The Investment Adviser’s trading of Fixed Income Instruments will be executed by trading staff within parameters provided by the Trading Models. There can be no assurance that the automated algorithms will select the best broker for each trade or that best execution will be achieved for each trade. The Investment Adviser is not obligated to utilize any automated algorithm to allocate trades between its brokers and may instead utilize any method it deems fair and equitable to allocate trades on a “best execution” basis between its brokers. In the limited circumstances in which intervention is required by Voleon in determining the allocation of trades due to shortages in available securities, Voleon will use their best judgment and act in a manner which they consider fair and reasonable in allocating such shortages among the funds and accounts which they manage or advise. Other than in such limited circumstances, the algorithmic programs of the Master Funds and other funds will execute the equity trading of the Master Funds and other funds, and the prime brokers will allocate the trades, as though the Master Funds and other funds were completely separate client accounts. Nevertheless, in spite of the independent algorithmic programs employed by the Master Funds and the other funds advised by the Investment Adviser, situations may occur where one or both of the Master Funds could be disadvantaged because of the investment activities conducted by the Investment Adviser for other affiliated funds. The Investment Adviser is not obligated to accord exclusivity or priority to either of the Master Funds in the limited circumstances where brokerage shortfalls require trade allocation decisions to be made. Cross Trades. In the future, the Investment Adviser may determine that it would be advantageous for the Master Funds and one or more other affiliated funds to transfer a security from one account to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, liquidity purposes, or to reduce transaction costs that may arise in an open market transaction. If the Investment Adviser decides to engage in a Cross Trade, the Investment Adviser will determine that the trade is in the best interests of both the applicable Master Fund and the other fund involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those accounts. Any Cross Trade will be conducted with the assistance of an unaffiliated broker-dealer or custodian. To the extent that Cross Trades may be viewed as principal transactions (as such term is used under the Advisers Act) due to the ownership interest in a fund by a Manager, the Investment Adviser, or its personnel, the relevant Manager and the Investment Adviser will comply with the requirements of Section 206(3) of the Advisers Act. Prime Brokers. Voleon may receive consulting services from one or more prime brokers and/or Trading Counterparties, such as consulting assistance with third-party service providers. Receipt by Voleon of such consulting services may give rise to an actual or potential conflict of interest for Voleon. Other conflicts. The Investment Adviser advises other affiliated funds and may have other clients in the future. Affiliates of clients of the Managers, or the IP Company, or Voleon (including investors in the Funds) in the future may provide the Funds with administrative, brokerage, or other services or offer to provide such services in the future. To the extent such Managers’ or Voleon clients represent a material portion of the Managers’ or Voleon’s assets under management, the Managers and Voleon will have a conflict of interest when determining whether to utilize those service providers for the Funds. The Managers may permit certain strategic investors to invest in the Funds on terms that are better than the terms provided to other investors. Specifically, the Managers may enter into agreements with certain investors which provide that such investors shall be subject to, among other things, a lower management fee or performance fee/performance allocation. The Managers may enter into side agreements with other strategic investors, the terms of which may differ from those mentioned above, and which are to be determined by the Managers, in their sole discretion. The Managers may permit certain investors in the Feeder Funds to have more frequent or more detailed access to information regarding a Master Fund’s investments, valuations, the positions taken by the Master Fund, or other investment information. Investors with such access may use such information to make withdrawals, redemptions, and/or additional investment decisions. The Managers, Voleon, and the Funds are under no obligation to provide other investors with such access. Additionally, the directors not affiliated with Voleon may serve as directors of other investment vehicles. Accordingly, to the extent that the interests of the Funds and such other investment vehicles are inconsistent, directors may have a conflict of interest. Resolution of Conflicts. To date, in the opinion of the Managers and the Investment Adviser, there have been no material conflicts of interest between the Funds, owners of any Managed Accounts, or particular investors in the Funds and investors in any other collective investment vehicle structure managed by an affiliated manager and advised by the Investment Adviser on the one hand, and a Manager, the Investment Adviser, or the IP Company on the other hand. However, in the future, depending on the relevant facts and circumstances, the resolution of any particular conflict may not be in favor of the investors. A resolution that is unfavorable to the investors will result only if the applicable Indemnified Parties determine in good faith that such resolution is an appropriate response to a particular situation. Other present and future activities of the Managers, the Investment Adviser, and/or their affiliates may give rise to additional conflicts of interest. In the event that a conflict of interest arises, the Managers and the Investment Adviser will attempt to resolve such conflicts in a fair and equitable manner. please register to get more info

Trading
Code of Ethics Voleon has adopted a Code of Ethics for all supervised persons of Voleon and its affiliates, describing its high standard of business conduct and fiduciary duty to its clients. The Code of Ethics includes provisions relating to the confidentiality of client information, a prohibition on insider trading, a prohibition of rumor mongering, restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other things. All supervised persons at Voleon must acknowledge the terms of the Code of Ethics annually, or as amended. A copy of Voleon’s Code of Ethics will be provided to any client or prospective client upon request. Financial Interest in Client Transactions The Feeder Funds will invest substantially all of their assets in the respective Master Funds. The Funds may, from time to time, take a position in a security in which Voleon or one of our related persons, directly or indirectly, has an interest. Fund assets may be invested in securities of issuers in which one or more other Funds hold positions. Given the likelihood of such occurrence, any other clients Voleon may have in the future will not be provided with notification of such occurrences. These practices may give rise to conflicts of interest, and such conflicts, and our procedures for addressing them, are described in detail in Item 10 of this brochure. Participation in Client Transactions and Personal Trading Voleon’s employees, employees of Voleon’s affiliates, and persons associated with Voleon are required to follow Voleon’s Code of Ethics. Subject to satisfying this policy and applicable laws, officers, directors, and employees of Voleon and its affiliates may trade for their own accounts in securities which are traded for Voleon’s clients. The Code of Ethics is designed to assure that the personal securities transactions, activities, and interests of the employees of Voleon will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code of Ethics, certain classes of securities have been designated as exempt transactions, based upon a determination that these would not interfere materially with the best interests of Voleon’s clients. In addition, the Code of Ethics requires pre-clearance of certain transactions specified in Rule 204A-1 under the Investment Advisers Act of 1940. Nonetheless, because the Code of Ethics in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is periodically monitored under the Code of Ethics, and to reasonably prevent conflicts of interest between Voleon and the Funds (or any other of its clients that it may have in the future). When Voleon determines that it would be appropriate for one or more of the Funds and any additional future clients to participate in an investment opportunity, Voleon will seek to execute orders for all of the participating accounts on an equitable basis. Specifically, if Voleon has determined to invest at the same time for more than one of the accounts, Voleon may place combined orders for all such accounts simultaneously (aggregate or bunch trade) and if any order is not filled at the same price, it may average the prices paid. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, Voleon may allocate the securities traded among the different accounts on the basis in which it considers equitable. In these circumstances, each account would generally pay, in connection with the acquisition of securities by more than one account, the average price per unit acquired, which may be higher than if it had acted alone, and it may otherwise not be able to execute an investment decision as effectively as it could have if it had acted alone. Voleon will allocate investment opportunities and trades fairly. “Fair” treatment does not mean identical treatment of all clients. Rather, it means that Voleon does not discriminate on an impermissible basis against one client or group of clients. When Voleon transacts in securities for more than one account, the investment opportunities and trades must be allocated in a manner consistent with our fiduciary duties. Please refer to Item 12 for a description of Voleon’s trade aggregation procedures. Insider Trading/Material Non-Public Information. All Voleon employees are subject to the insider trading policies included in Voleon’s Code of Ethics. These policies broadly prohibit the use of material, non-public information, and include policies and procedures prohibiting the use of material non-public information that are designed to prevent insider trading by an officer or employee of Voleon. Due to the nature of Voleon’s quantitative investment strategy, trading on material, non-public information would require significant changes to Voleon’s investment strategy and would be quite difficult for an employee or principal of Voleon to accomplish given the extensive number of short-term trades which are executed each day. Nevertheless, if it deems it necessary at any time, Voleon may maintain a “restricted list” that identifies any securities that cannot be purchased for employee, client, or firm-owned accounts because material, non-public information may have been received by an employee of Voleon. please register to get more info

Selecting Brokerage Firms Although the Feeder Funds will invest all, or substantially all, of their available capital in the Master Funds, the Feeder Funds may engage broker-dealers. References herein to the Funds’ brokerage arrangements include references to the Master Funds’ brokerage arrangements, to the extent the Feeder Funds’ investments are made through the Master Funds. Voleon will have full investment discretion with respect to the initiation of all portfolio securities transactions for the Funds, as well as full authority to select broker-dealers to execute such transactions. Currently, Voleon uses one or more prime brokers each for the Institutional Funds and the Investors Funds and may utilize a number of additional broker-dealers to effect transactions for the Funds in the future. The broker-dealers are selected by Voleon on the basis of obtaining the best overall terms available, which Voleon evaluates based on a variety of factors, including the ability to achieve prompt and reliable executions at favorable prices, the operational efficiency with which transactions are effected, the competitiveness of the commission rates or other fees and charges, the securities and margin lending arrangements available from the broker-dealers or Trading Counterparties, overall product offering, including market access and the willingness to enter into over-the-counter derivative transactions, and the financial strength, integrity, and stability of the broker-dealers. This does not, however, constitute a representation as to performance by or on behalf of the broker-dealers. The broker-dealers do not provide investment advisory or discretionary management services to the Funds. Soft Dollar Arrangements Voleon has sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. Voleon will seek the best price and execution available except to the extent it may be permitted to pay higher brokerage commissions in exchange for brokerage and research services. “Best Execution” means obtaining for a client account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), subject to the circumstances of the transaction and the quality and reliability of the executing broker or dealer. In selecting brokers or dealers, Voleon will consider various factors, including: the reputation, experience, and financial stability of the broker-dealer; the ability to maintain Voleon's anonymity; the ability to provide competitive pricing; the size and timing of the transaction; the ability and willingness to commit capital and provide prompt and accurate execution and settlement; whether the broker-dealer makes a market in a security and/or finds sources of liquidity; the nature of the market for the security and the difficulty of execution; the broker-dealer’s trading expertise, including its ability to minimize total trading costs and to trade without unduly impacting the market; the belief that the broker-dealer charges a fair and reasonable fee for each trade, and that the client accounts have been treated fairly and honestly in prior trades; and the quality of execution, quality of the broker-dealer relationship, quality of service rendered by the broker-dealer in prior transactions, and quality of any proprietary research and investment ideas. Voleon has no soft dollar arrangements with specific brokers or dealers to receive research or other services beyond transaction execution in exchange for brokerage commissions from client transactions. However, brokers or dealers may be selected who provide research reports and services to Voleon (including proprietary broker-dealer company research and analyses, oral and written reports, statistics and advice about the economy, and reports on underwriting activity and other capital markets statistics),which may be attractive for one or more client accounts or to Voleon, and opportunities to confer with company management. In accordance with Section 28(e) of the Securities Exchange Act of 1934, broker-dealers providing such services may be paid commissions on transactions for client accounts in excess of those that other broker-dealers not providing such services might charge so long as Voleon determines in good faith the amount of commissions is reasonable in relation to the value of the brokerage and research services provided, taking into account all of the client accounts over which Voleon exercises investment discretion. The use of brokerage commissions to obtain investment research services and to pay for the administrative costs and expenses of Voleon creates a conflict of interest between Voleon, the Feeder Funds, and the Master Funds because the Master Funds pay for such products and services that are not exclusively for the benefit of the Master Funds and that may be primarily or exclusively for the benefit of Voleon. To the extent that Voleon is able to acquire these products and services without expending its own resources (including management fees paid by the Feeder Funds), Voleon’s use of “soft-dollars” would tend to increase its profitability. In addition, the availability of these non-monetary benefits may influence Voleon to select one broker rather than another to perform services for the Funds. The offering documents of the Feeder Funds specifically authorize these practices to the fullest extent permitted by law.

Client Referrals and Directed Brokerage Voleon receives client referrals from broker-dealers, but does not compensate them for such referrals in any way, although it may do so in the future. Order Aggregation Voleon’s investment strategy is mainly effected through the use of synthetic and derivative instruments. However, if Voleon were to engage in cash trading of equity securities, Voleon may aggregate the securities to be purchased or sold in order to obtain superior execution and/or lower brokerage expenses. In particular, execution prices for identical securities purchased or sold on behalf of multiple accounts in any one business day may be averaged. In such events, allocation of the securities purchased or sold, as well as expenses incurred in the transaction, will be made among the accounts by applying such considerations as Voleon and its affiliates deem appropriate, including relative account size of such entities and clients, amount of available capital, size of existing positions in the same or similar securities, impact of leverage, tax considerations and other factors. Although such allocations may typically be pro rata as to a particular account, they will not necessarily be so, where allocation considerations, such as availability of capital, positions in similar securities or differing objectives dictate a different result. No account will be entitled to investment priority over other accounts and may not necessarily participate in every investment opportunity. In general, when managing account capital directly, Voleon will endeavor to make all investment allocations as to in a manner that it considers to be the most equitable to all managed entities and clients. Any broker-dealers utilized by Voleon may have a lien on all assets held by such broker-dealers to secure any margin loans or other transactions covered by the related brokerage agreement, and may be allowed to liquidate such assets in certain circumstances, which liquidation could be at losses. If a prime broker were to enter insolvency or bankruptcy proceedings, the assets of a Master Fund held by such prime broker may not be recouped. The Managers and Voleon will monitor the accounts’ brokers periodically to assess the accounts’ credit exposure to the brokers, and may terminate, replace or add brokers as deemed necessary to protect the assets of the accounts. please register to get more info

Subject to the information discussed above, particularly in Item 8 with respect to Voleon’s trading strategies, Voleon reviews client accounts periodically during each business day to determine accomplishment of investment objectives, the cash balances available, and/or margin debit balances outstanding, diversification of the portfolio, and security positions. Such reviews are performed by Voleon’s portfolio management team responsible for all client accounts, and reviews also may be triggered by economic and political events, specific company information, and/or market conditions. Reports At the end of each month, each investor in the Feeder Funds is provided the net asset value of the investor’s interests and unaudited performance information. As soon as practicable after the end of each fiscal year, the Feeder Funds send to each investor an annual report of their respective Funds containing audited financial information prepared in accordance with GAAP. At or about such time as the audit is completed within 120 days of fiscal year end, the Feeder Funds prepare and send to each investor a report setting forth such detail as is necessary for the investor to prepare its tax returns, as necessary. please register to get more info

Not applicable. please register to get more info

The assets of each Fund are held at third party brokerage firms meeting the definition of “qualified custodians” under SEC Rule 206(4)-2. Account statements are provided directly to Managers with respect to the Funds. Individual investors in the Feeder Funds receive the reports from Voleon described in Item 13 of this brochure. Voleon does not maintain physical custody of the assets in the Funds. A substantial portion of the Funds’ trades are effected synthetically through the use of over-the-counter or other derivatives. There are no physical assets subject to custody arrangements. please register to get more info

Voleon has discretionary authority over the investments in the Funds. If Voleon were to have additional clients in the future, Voleon would receive discretionary authority from such clients at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold; such discretionary authority would typically be set forth in the agreement between Voleon and such additional clients. Unless otherwise instructed or directed by a client, Voleon has the authority to determine (i)the securities to be purchased and sold for the client account (subject to restrictions on its activities set forth in the applicable investment management agreement and any written investment guidelines), and (ii)the amount of securities to be purchased or sold for the client account. The Funds Voleon has full discretionary authority and responsibility with respect to the investment management of the Funds pursuant to their respective investment management agreements and governing documents, which are subject to the terms and conditions set forth in the Feeder Funds’ confidential offering documents, and, as such, Voleon is generally authorized to place orders for the execution of securities transactions without prior consultation with such clients. please register to get more info

A substantial portion of Voleon’s current trading strategies are effected through investments in over-the-counter or other derivatives, and Voleon therefore does not have beneficial ownership of the securities underlying such derivatives. Other trades are effected directly in certain securities or other instruments. To the extent the Funds hold positions directly in securities, Voleon does vote proxies on behalf of the Funds. Each investor in the Feeder Funds may obtain a copy of Voleon’s proxy voting procedures upon request. please register to get more info

No financial condition currently exists that is reasonably likely to impair Voleon’s contractual commitments to the Funds or to any other clients Voleon may accept in the future. please register to get more info