Squarepoint OPS LLC (“OPS”) is a Delaware limited liability company, with its principal place of business in New York, New York, and was formed in April 2014. OPS together with its affiliated entities, including Squarepoint Capital LLP (“UK OpCo”) and Squarepoint Operations Private Limited (“Singapore OpCo”) and certain non-advisory affiliates form the “Squarepoint Group”. UK OpCo and Singapore OpCo are relying advisers to OPS and therefore are parties to this brochure.

On December 16, 2014, OPS, along with certain affiliated entities, was acquired from Barclays Bank PLC (“Barclays”) by entities owned by key management personnel who previously had operated a systematic global trading business within Barclays..

The Squarepoint Group’s majority owners are Olivier Durantel, Antoine Fillet, Maxime Fortin and Grégoire Schneider. The Squarepoint Group has its main offices in New York, London and Singapore. There are also offices in Paris, France; Zug, Switzerland; Geneva, Switzerland; and Montreal, Canada.

The Squarepoint Group operates an independent asset management business, and provides discretionary investment advisory services to certain privately offered pooled investment vehicles (the “Funds”). The Funds with respect to which the Squarepoint Group provides investment advisory services are each managed according to the investment objectives and policies set forth in their offering materials using systematic models to trade liquid assets globally. OPS does not tailor the Funds’ investment programs for any particular Fund investor. The investment management agreements of the funds, the private placement/offering memoranda and other governing documents of the Funds are collectively referred to in this document as “Governing Documents”.

The Funds are all formed as master-feeder structures and all investment activities are conducted at the master fund level. OPS is appointed as the investment manager of the Funds and has overall responsibility for the discretionary investment management of the Funds’ portfolio. OPS has appointed UK OpCo and Singapore OpCo (collectively with OPS, “the OpCos”) as sub-managers to conduct discretionary management functions on behalf of the Funds during respectively the UK and Singapore business hours. UK OpCo is authorized and regulated by the Financial Conduct Authority of the UK and Singapore OpCo is authorised and regulated by the Monetary Authority of Singapore (“MAS”). Each of OPS, UK OpCo and Singapore OpCo performs its functions primarily by placing investment orders with counterparties within the region covered by that advisor (the Americas for OPS, the Europe, Middle East, and Africa (“EMEA”) region for UK OpCo and the Asia and Pacific (“APAC”) region for Singapore OpCo.

The resources of each master fund form a single pool of collateral available to the OpCos for purposes of their trading activities. Rather than making a defined amount of the collateral pool available to each OpCo, each OpCo is subject to the global position and risk limits determined by OPS.

The investment activities of UK OpCo and Singapore OpCo are subject to the overall control and responsibility of OPS. OPS monitors and has the right to instruct UK OpCo and Singapore OpCo in relation to their management of the portfolios of the Funds. OPS also monitors the risk profiles of the portfolios against global parameters and has the power to require UK OpCo and Singapore OpCo to take remedial action if needed. OPS does not manage any assets on a non-discretionary basis. As of December 31, 2018, OPS had approximately USD15,579,296,979 of regulatory assets under management. This figure does not disregard Funds investments in other Funds. please register to get more info

Fees and expense payable to the Squarepoint Group for management and advisory services are set out in the applicable Governing Documents of each fund, and investors should refer to these Governing Documents for a full description of relevant fee calculation methodologies and expense mechanisms. These will generally include a management fee, a performance based fee and may also include advances or re-imbursements for expenses incurred by the Squarepoint Group.
Management Fees

For certain Funds, Squarepoint Group receives a management fee based on the net asset value of that particular Fund, up to 2% per annum. Management fees are generally paid quarterly in advance.

Performance-Based Compensation
Squarepoint Group receives performance-based compensation, which is compensation that is based on a share of income, capital gains or capital appreciation of the assets of a particular fund, over a specified period and may be subject to a high water mark as well as other adjustments, some of which are detailed below.

For certain funds, the performance based fees are subject to a floor based on a percentage of the assets under management for those funds. Any compensation received due to the fee floor that is over and above the performance achieved by the manager for a specified period can be recouped from future performance fees. Additionally, performance based fees are generally paid annually, whereas AUM based fee floors are paid quarterly. As a consequence of this feature, should an investor in the fund redeem or be redeemed during periods when the floor has been in force and prior to any amounts being recouped, any such amounts would not be payable to the investor.

As noted further below, when sub-delegation agreements have been entered into with unaffiliated parties, any incentive and management fees agreed with the third party adviser will be borne by relevant Funds. For all such Funds, the performance based fees due to Squarepoint will be based on the performance of the third party adviser net of any such agreed incentive and management fees.

Squarepoint Group has, and may in the future, waive, reduce or modify the performance-based compensation for a Fund (or any investor therein, as applicable).

Expenses Passed Through

As compensation for services provided in respect of certain Funds (“Expense Pass Through Funds”, or “EPT Funds”), OPS is entitled to receive certain advances and reimbursements of Squarepoint Group operating expenses that have been agreed between those EPT Funds and the Squarepoint Group. Operating expenses that qualify for this treatment are related to the operations of the Squarepoint Group and may or may not be of benefit to the EPT Funds. Payments in respect of these amounts will be made by such Funds to OPS (or another member of the Squarepoint Group as directed by OPS) and distributed amongst the Squarepoint Group as determined by OPS. In such circumstances, and as described in their Governing Documents, all expenses incurred by OPS, with the exception of variable remuneration and taxes thereon of full time employees and consultants, shall be borne by the EPT Funds and allocated to some but not all classes of shares issued by each EPT Fund. Share classes that are not allocated such expenses include Management Shares, and any holders of any such class of share will not indirectly bear these costs (see also Item 7). For the avoidance of doubt, variable remuneration paid to the Squarepoint Group partners and employees, if any, shall be paid solely by the Squarepoint Group. Determinations of such expense allocations across applicable share classes and Funds are made by OPS acting in its good faith and reasonable discretion. Notwithstanding the foregoing, certain shares restricted to Squarpoint Group staff may bear expenses related to other investment products of the Squarepoint Group and on a greater than pro rata basis. This results in certain resources utilized by the Non-EPT Funds being subsidized by the EPT Funds. These expenses may be paid initially by the EPT Funds or the Squarepoint Group. To the extent that such amounts are paid by the Squarepoint Group they will be reimbursed by the EPT Funds as described below. Such reimbursement payment will be made to OPS or such other member(s) of the Squarepoint Group as OPS may direct.

Payments by the EPT Funds in respect of Squarepoint Group expenses will be deducted by OPS out of the assets of the applicable Funds up to two quarters in advance, based on OPS’ budget projections and subject to a true up at the end of each quarter. Certain unanticipated or non-ordinary course Squarepoint Group operating expenses and the full amount of Squarepoint Group capital expenditure attributable to the EPT Funds’ investment-related activities will be advanced by EPT Funds on request by OPS in advance of becoming due or as soon as practicable after incurrence. Advances by the EPT Funds of amounts in respect of Squarepoint Group capital expenditure will only be deducted from the assets of the EPT Funds as they are amortized by the Squarepoint Group.

As described in the relevant Governing Documents, certain operating expenses are subject to a per annum cap. Certain share classes of EPT Funds restricted to Squarepoint Group staff are not subject to these expense caps.

Investors should note that differing fee structures between EPT Funds and those that are not EPT Funds (“Non-EPT Funds”) may create a conflict of interest for Squarepoint in managing the Funds. Squarepoint can pass the expenses created by the implementation of a strategy through to investors to EPT Funds but it is not able to perform such a pass-through if strategies are allocated non-EPT Funds. Therefore, Squarepoint is incentivized to allocate higher expense strategies to the EPT Funds over the non EPT Funds.

For efficiencies and other purposes, Squarepoint may use the assets of one Fund to invest in the shares of a separate Fund. In such circumstances, the management and performance fees associated with the invested Fund will typically be waived.
Incentive and Management Fees Paid to Third Party Advisers
Ops may enter into sub-delegation agreements with unaffiliated parties. Compensation to these third party advisers may include both incentive and management fees.

The incentive fee for managing each separately managed account is a percentage of the net profits or net losses (deducting all prior year’s net losses not subsequently offset by prior years’ net profits) for each fiscal year less any management fee, as described below, and a limited range of other expenses borne by the manager during such period.

In addition to an incentive fee described above, the third-party adviser may be entitled to receive a monthly or quarterly management fee, payable in advance or arrears (in each case as agreed with each external adviser), calculated at an annual rate (as agreed with each external adviser) of the notional value managed by the third-party adviser.
Other Fees and Expenses
As laid out in the Governing Documents of the Funds, in addition to paying performance-based compensation to the Squarepoint Group, Funds typically pay all of their own operating and investment expenses including, but not limited to fees and expenses related to the below items.  Organizational and Offering Costs The organizational and ongoing expenses in connection with the offer, issuance and placement of the investments; explanatory and other memoranda; costs relating to obtaining investor identity information or investor licenses in various countries, as required; costs relating to the preparation, execution and amendment of legal documentation constituting the Funds and legal documentation entered into by the Funds, including with service providers; costs of stationery; fees of the general partner and board of directors of the Funds; costs of meetings of the general partner and meetings of the board of directors of the Funds and travel expenses to such meetings and any other reasonable expenses approved by the general partner or the board of directors of the Funds.  Trading Expenses Professional fees (including, without limitation, fees and expenses of consultants, finders, financial advisers, investment bankers, attorneys, accountants and other experts) relating to the investments of the Funds and other fees and expenses relating to the acquisition, holding and disposition of investments of the Funds including, without limitation, exchange listing and securities licensing fees, as applicable; third-party research; portfolio pricing services; travel related to management of investment activities; expenses relating to the Funds’ borrowings, including, without limitation, borrowings of cash or securities; expenses relating to prime brokerage and other margin facilities to the Funds; custodial and depositary fees and expenses; expenses relating to short sales; clearing and settlement charges; expenses relating to reorganizations and restructurings involving the Funds' investments; extraordinary expenses; expenses relating to operating investment arrangements including, without limitation, subsidiary companies necessary for accessing certain markets or instruments; expenses relating to investor and public relations; expenses of registering or qualifying the investments for sale or purchase; exchange memberships; exchange fees, transaction fees, brokerage fees and commissions or other costs of acquiring or disposing of investments of the Funds, including, without limitation, legal and accounting costs; bank service fees and interest expenses; any other costs related to the purchase, sale, transfer or processing of investments of the Funds.  Market Data and Other Technology Related Expenses Market data and other data costs including, without limitation, real-time, non real-time and historical market data licensing fees, fees for third party databases and news services and payments for alpha capture strategies; costs attributable to certain software including, without limitation, database, middleware, mathematical, statistical and analytics software license fees and associated consulting, installation and maintenance fees; costs attributable to hardware, including, without limitation, computers, specialized hardware, connectivity hardware such as network equipment (e.g., telephone and fibre optic lines) and storage space and related consulting, installation and maintenance fees; costs associated with custom development; data centre costs including, without limitation, leasing space, power and installation costs; costs of servicing, maintaining and operating hardware, software and networks including, without limitation, recovery services; depreciation costs associated with production hardware; technology costs associated with connecting to trading venues, trading counterparties, prime brokers of the Funds, and similar service providers.  Administration Fees (i) The Funds administrators and their affiliates receive monthly fees from the Funds. The fee is equal to a percentage of the relevant net asset value based on a per annum rate subject to a minimum dollar amount; and (ii) Certain other one-off transaction fees at rates and out-of-pocket expenses specified in the relevant Administration Agreement.  Accounting, Tax and Related Expenses Auditing, accounting and tax preparation expenses; any VAT; costs relating to preparing K1 and PFIC information statements and other documents necessary to reasonably assist investors in their tax affairs; and fees and out-of-pocket expenses of any service company retained to provide accounting and bookkeeping services to the Funds; taxes and regulatory fees, including, without limitation, taxes linked to hosting hardware in some countries and financial transaction taxes.  Legal, Insurance and Related Expenses Legal expenses; insurance premiums relating to the Funds; any costs and expenses incurred in connection with any actual or potential claim, litigation, arbitration, mediation, government investigation or dispute in connection with the Squarepoint Group and the amount of any judgment or settlement paid in connection therewith; or the enforcement of the Funds’ rights against any person or entity; and costs and expenses for indemnification or contribution paid by the Funds to any person or entity; expenses related to making corporate or regulatory filings for the Funds; costs relating to liability insurance for the officers of the general partner and for the directors and officers of the Funds; other extraordinary expenses.

 Withdrawals/Redemptions, Transfers, Communications with Investors and Similar Expenses

Expenses relating to transfers and withdrawals of investments and printing, mailing and similar expenses, including, without limitation, expenses of preparing, printing and distributing reports, financial statements, notices, distributions and other documents to investors and potential investors; costs of investor meetings. Where applicable, Funds may also pay their pro-rata share of the expenses of the underlying investment vehicles in which they directly or indirectly invest. This includes management fees, performance fees and pass-through expenses of third party fund vehicles in which the Funds may invest. If, however, a Fund invests in another Squarepoint Fund, the management and performance fees associated with the invested Fund will typically be waived. please register to get more info

OPS simultaneously manages assets for multiple Funds, and as outlined in Item 5 above, the Funds are charged performance based fees. The performance-based fees vary from Fund to Fund and may incentivize the Squarepoint Group to make riskier investments than would be the case in the absence of such fees. Additionally, as certain Funds have significantly higher performance based fees than other Funds and Squarepoint staff have significantly more capital invested in those Funds (the “Higher Fee Funds”) than in other Funds, there is an incentive to favor the Higher Fee Funds over other Funds, including, for example, in the allocation of management time, resources, and investment opportunities.

OPS allocates investment opportunities and strategies amongst its Funds according to the target return and trading profile for each Fund; such as turnover, investment horizons and optimization frequency, generally leading to investment opportunities being allocated to one Fund. The Higher Fee Funds have access to shorter-term signals that are not made available to other Funds because the signals are believed to be capacity constrained, and their capacity has been reserved for the Higher Fee Funds. Over time, historical data has shown that strategies that use shorter-term signals tend to produce portfolios with higher Sharpe ratios and higher gross returns than those that utilize longer-term signals. Because the Higher Fee Funds utilize shorter-term signals than the other Funds, the Higher Fee Funds have experienced, and are expected to continue to experience, higher Sharpe ratios and higher gross returns than the other Funds. the Higher Fee Funds have priority with respect to new strategies, methods, signals, and other opportunities (including, without limitation, order working opportunities) going forward. Even when it is ultimately determined to use a new strategy, method, or signal for the benefit of Funds other than the Higher Fee Funds, it is likely to be first used for the benefit of the Higher Fee Funds, as the Higher Fee Funds are generally used to test new strategies, methods, and signals. As noted in Item 10, a number of entities within the Squarepoint Group do not conduct any investment advisory services. Some of these non advisory entities provide research services (“Affiliate Research Company”) to the Squarepoint Group as a whole. Affiliate Research Companies may own specific intellectual property connected the research they produce and their compensation connected to the value that the Squarepoint group ascribes to their utilisation. Squarepoint staff may from time to time invest in a number of these Affliate Research Companies. This can create an incentive for such staff to favour research produced by such Affiliate Reseach Companies and the trading programs that use them should they also be involved in the allocation of investment opportunities.

In general, and as noted in Item 12, Squarepoint's various trading programs independently generate orders, which are routinely directed to brokers and counterparties for execution; with respect to trade allocations, these orders are generally executed without regard for other instructions generated for the account of the same or a different client of Squarepoint and orders are generally filled independently. Since the Higher Fee Funds generally trade with more urgency than the other Funds (due to their shorter-term forecasting horizon) and since they have access to lower-latency order working strategies, the Higher Fee Funds generally trade ahead of the other Funds. This is likely to result in the other Funds having their orders filled at less favorable prices than they would have in the absence of this more-urgent trading by the Higher Fee Funds. In some cases, the impact of one Fund on another Fund may be material.

It is likely that working orders independently will cause the Funds to have a greater impact on each other than they would have if their trading were coordinated. If the correlation among Funds increases and/or the amount of capital invested in correlated Funds increases, this impact will increase.

Even among highly correlated Funds, OPS will not always purchase (or sell) the same securities at the same time, or in the same proportionate amounts, particularly if the different Funds have materially different amounts of capital or trade timing considerations. From time to time, highly correlated Funds will have opposing views as to whether to buy or sell a particular security at a particular time. As a result, one Fund may experience a loss on a security while a highly correlated Fund experiences a gain on the same security. For these and related reasons, the trading and performance of highly correlated Funds have diverged and may diverge even further in the future.

From time to time, it may be beneficial for one client to purchase a security from another client in order to minimize or eliminate transaction costs and to limit the market impact of the transaction. These cross trades create a potential conflict of interest as there is the potential to favor one account over another as OPS represents both the client-seller and the client-buyer in the transaction. Cross transactions are permitted only if OPS believes the transaction is in the best interest of both accounts, disclosure is provided to each client about the potential conflict of interest, and we provides consent to the orders. Both client accounts are to receive best execution and Squarepoint will not charge a brokerage commission or mark-up or mark-down. We do not place cross trades for client accounts that are subject to the US Employee Retirement Income Security Act of 1974, as amended.

Because of the overlap in trading conducted on behalf of the Funds, OPS must manage the supply of shares available for borrowing by the Funds with short positions and/or OPS’ remaining position limit capacity across multiple Funds. In general, we allocate such finite resources on a first-come- first-served basis. Given that the Higher Fee Funds trade in greater volume and with more urgency than the other Funds, it is likely that, from time to time, the Higher Fee Funds will deplete the supply of shares available for borrowing by the Funds with short positions and/or cause OPS to reach our remaining position or other limits and therefore prevent the other Funds’ from entering into particular positions. Squarepoint may aggregate orders of multiple clients. When such circumstances arise, OPS has implemented procedures that are reasonably designed to ensure that aggregated transactions (i) are allocated on a fair basis, (ii) do not systematically advantage one fund over another, (iii) are carried out in a manner that complies with applicable regulatory requirements, (iv) obtain client consent when necessary, and (v) in order to achieve a better execution result overall. Furthermore, and with respect to foreign currency, multiple orders in the same currency pair may also be netted off against each other, resulting in one side of the trade receiving a better price than that which would have been received if traded separately. Notwithstanding the foregoing, an aggregated order may be allocated on a basis different from that specified above under certain circumstances. Examples of reasons for allocating orders on a different basis include, among other things, available cash, liquidity requirements, macro risk parameters set by investment personnel, to avoid a misallocation of fills, legal and/or regulatory reasons (including a desire to avoid and/or minimize a regulatory filing, disclosure or other obligation) and/or to avoid odd lots. The Squarepoint Group has adopted policies and procedures that we believe are reasonably designed to address these and other conflicts of interest. There are additional actual and potential conflicts of interest inherent in the organizational structure and operation of the Squarepoint Group. The discussion above does not purport to be a comprehensive discussion of all of the conflicts of interest associated with the Squarepoint Group and an investment in the Funds. The Funds’ Governing documents contain additional information with respect to the actual and potential conflicts associated with an investment in the relevant Funds. please register to get more info

The Squarepoint Group operates an independent asset management business, and provides discretionary investment advisory services to certain privately offered pooled investment vehicles, the Funds, as described in Item 4. The Funds are currently the only clients of the Squarepoint Group. Investors in the Funds are generally required to make a minimum initial investment of either USD 10,000,000 or USD 100,000 depending on the specific share class. Investors in the Funds are also generally required to be both “accredited investors” and “qualified purchasers” or “knowledgeable employees” and meet other investor qualification criteria required by applicable securities and commodities laws and regulations. please register to get more info

Investment Strategy and Methods of Analysis
The principal objective of the Funds is to provide investors with consistent risk-adjusted returns by means of capital appreciation by making investments in financial instruments. The Funds employs a multi-asset systematic global strategy-trading approach combining a collection of independent strategies, each focusing on a limited number of signals having their own risk parameters. The Feeder Funds invest substantially all of their capital in the Funds and all trading and investing activity of the Funds takes place at the level of the Funds. Neither Feeder Fund makes direct investments.

Squarepoint Group will mostly use a quantitative and systematic approach to investment. Squarepoint Group’s research team uses statistical techniques to forecast movements in the value of financial instruments at various time horizons. In order to develop these proprietary forecasting tools, Squarepoint Group will leverage on large historical datasets, either compiled in-house over time, or licensed or purchased from third parties. The underlying data can be of various kinds, including, but not limited to, market data (e.g. prices, volumes), accounting data, regulatory filings, economics releases and news items. Various forecasts will then be combined with risk management and trading modules to form a trading strategy. Such a strategy will usually be tested against historical data (“back testing”) to optimize its expected future performance which involves striking a balance between expected returns and risk, while taking other considerations such as available liquidity and market impact into account. After the back testing phase, a strategy will be implemented and generates orders on relevant instruments, such as equities, derivatives or foreign exchange. A few strategies will be executed manually by traders. Squarepoint Group investment professionals reserve the right to override model outputs and strategy trading intentions to reflect their perception of prevailing market conditions.

Risk management is performed in real-time. Whilst most risk management procedures are automated and built-in into the system, Squarepoint Group may intervene and alter risk parameters to respond to changing market conditions from time to time.

The strategies cover a wide spectrum of holding periods and boundaries are clearly defined. The portfolio combines low frequency trading with higher frequency trading. Multiple back-testing environments are used to focus on issues key to each category of strategy. Many different datasets are used to design, improve and run strategies that are often cross-validated using different but overlapping datasets. The majority of investments are made on a systematic basis.

The global portfolio of the Funds is spread across three major regions: EMEA, APAC and the Americas, with asset allocation to each region managed by OPS. OPS is responsible for managing the global portfolio during US business hours, UK OpCo is responsible for managing the global portfolio during European business hours and Singapore OpCo is responsible for managing the portfolio during Asian business hours. The global portfolio itself consists of a number of strategies with different turnovers. While the Funds do not have any fixed guidelines with respect to diversification, to achieve its investment objective, the Funds generally seeks to maintain a diversified portfolio of instruments spread across countries, sectors and asset classes. Notwithstanding the foregoing, the Funds’ portfolio could become significantly concentrated in any one industry, sector, strategy or geographic region. The investment policies and strategies (but not the investment objective and overall trading approach) of the Funds may be changed by the board of directors in consultation with OPS without the consent of the shareholders.
Potential Risks
The following considerations should be evaluated carefully by any potential investor before making an investment in the Funds. Such considerations do not purport to be a complete discussion of all the risks and other factors and considerations which relate to or might arise from investing in the Funds or from its investments. Potential investors are advised to consult their own advisors regarding additional potential risks. Risk of Loss All investments involve the risk of loss of a part, or all, of the capital invested. Investing in the Funds involves a high degree of risk. There can be no assurance that the Funds’ investment objective will be achieved. An investment in the Funds is suitable only for sophisticated investors for whom the investment does not represent a complete investment program and who fully understand and are capable of assuming the risks of such investment.

There can be no assurance that the Funds will achieve their investment objectives or that they will not incur a loss. Investors should be aware that past performance of the members of the Squarepoint Group is not necessarily indicative of future performance of the Funds.

Investment Risks in General Investing in the Funds will involve certain considerations in addition to the risks normally associated with making investments in securities. The Funds’ net asset value and any income therefrom may go down as well as up and there can be no assurance that upon redemption, sale or otherwise, investors will receive back the amount originally invested or that there will be any return of capital. Investment results will vary on a monthly, quarterly or annual basis.

Any investment in the Funds is at risk of a total loss of invested capital. Squarepoint cannot predict, measure, or hedge all market or other risks linked to the Funds’ investment strategy. Squarepoint may choose, or may determine that it is economically appropriate, to not hedge certain risks, instead relying on diversification in an attempt to mitigate the risks. However, the Funds are not limited by any specific policies or requirements for diversification or risk mitigation. As a result, the Funds may become concentrated in a single issuer, industry, market or sector and the concentration of risk may increase losses suffered by the Funds. Limited diversification may cause greater volatility than would otherwise be the case, and could expose the Funds to losses disproportionate to market movements in general. Risks associated with different assets held by the Funds may become correlated in unexpected ways, with the result that the Funds become exposed to unforeseen risks.

Delegation of Investment Discretion and selection and of Third Party Investment Advisors From time to time, OPS may delegate some or all of its role as adviser to its clients to third party advisers. In connection with the selection of potential sub-advisers or advisers, OPS makes recommendations or selections of underlying investment managers for such clients.

OPS performs detailed due diligence on third party potential sub-advisers or advisers before selecting them. In selecting external advisers, Squarepoint relies on a variety of both quantitative and qualitative factors, including but not limited to, analysis of the adviser's investment process and results, including the length of their track record, operational controls, compliance policies and procedures, consideration of the assets under management, and interviews with members of the adviser's senior management and investment teams, management style, number and continuity of investment professionals, and client servicing capabilities.

There can be no assurance as to adequacy of the factors considered in selecting third-party advisers, and no guarantee against material losses as a result of such delegation. No Formal Investment Restrictions and Cryptocurrencies The Funds have not adopted any specific investment restrictions or limitations of any kind and does not currently otherwise voluntarily observe any specific fixed internal investment guidelines or principles, including, without limitation, with respect to diversification, geographic scope or the credit quality of its investments. The Funds generally seek to maintain a diversified portfolio of investments spread across countries, sectors and asset classes. Whilst the Funds do not currently invest in cryptocurrencies or derivatives of crypocurrencies, this does not preclude the possibility that the Funds may invest in these instruments in the future. Furthermore, the funds may be indirectly exposed to risks associated with these instruments through investments in firms that are directly involved in cryptocurrencies either through investment or otherwise. No Formal Diversification Policies Although diversification is an important part of OPS portfolio management process, and OPS generally seeks to maintain a diversified portfolio of instruments spread across countries, sectors and asset classes, OPS does not have any formal diversification policy or any fixed limits, guidelines, or requirements for diversifying the investments of the Funds. As a result of the foregoing and the fact that risks associated with different assets may be correlated in unexpected ways, the Funds could become subject to more concentrated issuer, industry, market, sector, or other exposures than expected. Most of OPS portfolio management activities are done on a strategy-by-strategy basis, while each Fund generally employs more than one strategy. Therefore, the overall portfolio of a particular Fund may have more exposure to a particular asset, asset class, market factor, or risk scenario than would be expected had those portfolio management activities occurred at such Fund’s overall portfolio level. If OPS fails to identify and therefore manage any of these risks, the Funds may suffer losses.

Bid and Offer Spread of Investments The bid and offer spread of financial instruments, including those in which the Funds invest, usually widens during periods of market decline or reduced liquidity, and this may adversely impact the valuation of investments held by the Funds or the ability of the Funds to dispose of financial instruments at a previously quoted price or at the currently quoted price. Compulsory Redemption The Funds and/or the Feeder Funds may compulsorily redeem the shares of a shareholder in certain circumstances. Such compulsory redemption may create adverse economic or other consequences to the shareholder depending on the timing thereof and the shareholder’s personal circumstances. Suspensions of Redemptions The directors of the Funds may suspend the calculation of the net asset value of the Funds and the net asset value per share of each class in certain circumstances. No issue or redemption of shares at the option of the shareholders will take place during any period when such calculations are suspended and the Funds reserve the right to withhold payments of redemption proceeds to persons whose shares have been redeemed prior to such suspension until after the suspension is lifted. This could materially extend the period required for shareholders to realize their investments in the Funds. In-specie Distributions The Board of Directors may distribute assets of the Funds in-specie to a shareholder upon a redemption of such shareholder's shares. Assets distributed in kind may be illiquid or difficult to value, may not be readily marketable or saleable and may have to be held by such shareholder for an indefinite period of time. Such assets will continue to be subject to market conditions and may fluctuate in value following the relevant redemption day. There can be no assurance that the redeeming shareholder will be able to liquidate such assets at a price equal to or greater than the value of the assets determined as of the relevant redemption day. Absence of Regulatory Oversight and Other Regulatory Risks None of the Funds are registered investment companies under the Investment Company Act or otherwise registered under the securities laws, or with the securities regulatory authority or commission, of any other jurisdiction other than to the limited extent described in the PPM, and none of the US Feeder, the Offshore Feeder or the Funds has any current intention of being so registered. Accordingly, the provisions of the Investment Company Act and legislation in other jurisdictions regulating the relationship between an investment fund and its asset manager and otherwise protecting the interests of investors in an investment fund are generally not applicable to an investment in the Funds. The Alternative Investment Fund Managers Directive (“AIFMD”) has imposed new requirements in relation to funds managed or established in the European Economic Area (“EEA”) and in certain circumstances to other funds which are marketed in the EEA, as well as funds managed by managers located in the EEA which result in increased requirements, including in relation to transparency and disclosure. The provisions of AIFMD will only apply to the Funds if the Funds are marketed in the EEA or to investors domiciled or with a registered office in the EEA, and even then only certain provisions will be applicable to the Funds as non-EEA alternative investment funds (“AIFs”) with a non-EEA alternative investment fund manager (“AIFM”). Changes in Law or Regulations may Adversely Affect the Fund’s Ability to Carry on its Business  Home Regulator Considerations

The Funds and each member of the Squarepoint Group are each subject to laws and regulations of national and local governments. Changes in such laws or regulations or their interpretation, or a failure to comply with any such laws or regulations, may adversely affect the Funds’ performance and returns to their shareholders.  Hedge Fund Regulation Considerations The regulatory environment for hedge funds and the managers of hedge funds is evolving. Any change in the laws and regulations affecting the Fund or any change in the regulations affecting hedge funds, funds of hedge funds or hedge fund managers generally may have a material adverse effect on the Funds’ ability to obtain leverage or carry on its business, which in turn could have a material adverse effect on the performance and returns to shareholders. Changes in law, regulations or their interpretation may result in legal uncertainty, compliance becoming increasingly burdensome and may even result in restructuring.  Investment Product Considerations The regulatory or tax environment for derivative and related instruments is evolving and may be subject to government or judicial action, which may adversely affect the value or liquidity of investments held by the Funds or its ability to obtain the leverage it might otherwise obtain. In such event, the investment returns of the Funds may be materially and adversely affected. The effect of any future regulatory or tax change on the Funds is impossible to predict. Differing Tax Positions We take into account the tax status of investors (or a subset of investors) in making trading decisions on behalf of certain Funds, however, we have no obligation to continue to do so. In the event that we do not take into account the tax status of any (or a subset) of investors in such a Fund, such investors may have adverse tax consequences.

For example, there may be non-U.S. or U.S. tax-exempt investors in a Fund that is tailored for U.S. taxable investors. The actions that OPS takes to tailor such a Fund’s after-tax returns for a U.S. taxable investor (e.g., by causing the Fund to hold a position longer than it would otherwise in order to benefit from the preferential U.S. federal income tax rate applicable to long-term capital gains) may negatively impact the pre-tax return of the Fund for all investors (including non-U.S. and U.S. tax-exempt investors).

The Funds are exposed to changes in Tax Laws or Regulation, or their interpretation Changes to the tax laws of, or practice in, Cayman Islands, Singapore, the United Kingdom, the United States or any other tax jurisdiction relevant to the Funds including, for example, the imposition of withholding or other taxes (including financial transaction taxes) on or in relation to the Funds’ investments, could adversely affect the value of the investments held by the Funds and decrease the post-tax returns to shareholders. Financial transaction taxes on high frequency trading have been introduced in France and in Italy and may be imposed on certain transactions undertaken on behalf of the Funds. Financial transaction taxes may be introduced in other jurisdictions in which the Funds undertake investment transactions. The Funds are exposed to changes in its Tax Residency and changes in the Tax Treatment of arrangements relating to its business or investment in the Funds If the Funds were treated as resident, or as having a permanent establishment, or as otherwise being engaged in a trade or business, in any country in which it invests or in which its investments are managed, all of its income or gains, or the part of such gain or income that is attributable to, or effectively connected with, such permanent establishment or trade or business, may be subject to tax in that country, which could have a material adverse effect on the Funds’ performance and returns to shareholders.

In the UK, UK tax legislation provides a statutory exemption (the “investment manager exemption” or “IME”) from UK tax on the profits of a non-UK resident fund managed by a UK investment manager where the conditions of the IME are satisfied. If the IME conditions are not met with respect to the activities of UK OpCo, profits of the Funds that are attributable to transactions carried out by UK OpCo may be subject to UK corporation tax. In such circumstances, Squarepoint may consider reducing the role of UK OpCo which may, in turn, adversely affect returns from the Funds. Risks Related to Investment Strategies Quantitative Strategies; Model Risk The quantitative research and modeling process is extremely complex. While Squarepoint Group utilizes back-testing and other statistical tests to evaluate research results, such tests will not insulate the Funds from all design and conceptual flaws. The complexity of the components of Squarepoint Group’s strategies, and the interactions among such components, may make it difficult or impossible to detect the source of any weakness or failure in such strategies before material losses are incurred. Investors in the Funds are usually not made aware of any weaknesses or errors in models discovered by Squarepoint Group (regardless of whether or not such weaknesses or errors are corrected by the Funds or Squarepoint Group). Even if all of the assumptions underlying the models used by Squarepoint Group are correct, there is no assurance that prices will move in line with the forecasts generated by the models. The models used by Squarepoint Group use historical data to make future predictions about the instruments in their respective portfolios, and the actual performance of those securities may not match the model’s predictions. Financial markets are complicated and can act in unpredictable ways. The models utilized by Squarepoint Group are not able to take into account all of the complexities of the financial markets, including events or circumstances that are not readily foreseeable, such as natural disasters, accounting fraud, litigation or regulatory developments. In unforeseen or low-probability scenarios, predictive models may produce unexpected results. As a result, Squarepoint Group’s models may perform substantially worse than expected, resulting in losses. The performance of quantitative models generally decays over time. Models must be constantly re- evaluated in light of, and, in some cases, adjusted to account for, rapidly changing market conditions. All changes to models (including incremental improvements to current models) expose the Funds to the possibility of unforeseen losses from a variety of factors, including conceptual failures and implementation failures. The determination as to when to turn over a model change is complicated and involves balancing the implementation and modeling risks associated with turning over new code with the expected benefits of the change. If Squarepoint Group turns over a new model too quickly or too slowly, the performance of the Funds may be negatively impacted, and the Funds could incur material losses. The successful operation of the models is also reliant upon the information technology systems used by the Funds and its ability to ensure those systems remain operational and that appropriate disaster recovery procedures are in place. There can be no assurance that the effectiveness of mathematical models used by Squarepoint Group will be successfully maintained. Dependence on Technology Squarepoint Group’s investment processes, including research, production trading, risk management, and trade aggregation and allocation, are highly automated and rely heavily on technology, including proprietary and third-party hardware and software. Squarepoint Group uses computer systems in substantially all phases of its operations, including research, valuation, trade identification and construction, trade execution, clearing, risk management, back office functions and reporting. Squarepoint Group believes that technology is critical to its success, and any failure on the part of Squarepoint Group to anticipate or respond adequately to applicable technological advancements could consequently have a material adverse effect on the Funds. In addition, the performance of the Funds, as well as various critical processes of the Funds, could be severely compromised by coding errors (including design and implementation errors), computer viruses, telecommunications failures, natural disasters, security breaches, software related “system crashes”, disruption or deterioration of services of third-party providers, terrorist attacks and similar events. Such events might even cause computerized trading programs to generate orders or to execute trades many times the magnitude of, as well in the opposite market direction to, the transactions which were intended. Any event that interrupts Squarepoint Group’s computer and telecommunications operations could result in, among other things, the inability of Squarepoint Group to establish, modify, liquidate, hedge or monitor the Funds’ investments and therefore could have a material adverse effect on the operating results of the Funds. The Funds could also be negatively impacted by power outages, hardware failures, disk failures and other similar circumstances, some of which are within Squarepoint Group’s control to prevent, and others of which are not. While Squarepoint Group has business continuity procedures and regularly monitors its trading equipment, its procedures and monitoring may not be as robust as they could be and unexpected or double failures have been known to occur. In the case of severe business disruptions, Squarepoint Group may not be able to resume its activities for multiple hours or longer, depending on the severity of the outage and the systems impacted. Because Squarepoint Group’s investment strategies generally trade on a frequent basis (as opposed to holding positions for long periods of time), failures in the trading or other systems, even for a short period of time, could have significant adverse effects on the performance of the Funds. While Squarepoint Group takes precautions to secure its technology infrastructure, there can be no assurance that security will not be breached. In such event, some of the Squarepoint Group’s critical data and systems could become corrupted, which could cause the loss of trading connectivity or trading in unintended ways. While Squarepoint Group devotes considerable resources to preventing, identifying and containing the effects of computer systems errors, Squarepoint Group considers these errors to be an intrinsic aspect (and, therefore, a basic element) of its sophisticated and highly technological trading and execution strategies. Squarepoint Group will not be responsible for such errors except where such errors are the result of Squarepoint Group’s gross negligence, bad faith, actual fraud or willful default. Such errors are complex and difficult to prevent and detect and prospective investors in the Funds should assume that such errors will occur. These errors will be for the account of the Funds and, potentially would be material to its performance. Operational Risks Squarepoint Group’s strategies are highly dependent on information systems and technology. Any failure or deterioration of these systems or technology due to human error, data transmission failures or other causes could materially disrupt its operations. A disaster or a disruption in the infrastructure that supports Squarepoint Group’s business, including a disruption involving electronic communications or other services that Squarepoint Group, or third parties that it does business with, use or affecting one of Squarepoint Group’s offices or facilities, may affect its ability to continue to operate its business without interruption. Although Squarepoint Group has back-up facilities for its information systems as well as technology and business continuity programs in place, there can be no assurance that these will be sufficient to mitigate the harm that may result from such infrastructure disaster or disruption. In addition, insurance and other safeguards might only partially mitigate the effects of such disaster or disruption. Squarepoint Group relies on third-party service providers for certain aspects of its business, including, but not limited to, position reconciliation, trade processing, NAV calculation and counterparty risk monitoring. It also relies on market data providers, analytics vendors and software companies. Any interruption or deterioration in the performance of these third parties could impair the quality of the Funds’ operations and negatively impact Squarepoint Group’s investment strategies. Coding Errors Software is prone to coding errors, and given the manner in which the Funds trade, a single software coding error can result in the execution of many unwanted trades (or, alternatively, the failure to place intended trades). While Squarepoint Group seeks to mitigate the incidence and impact of software errors with testing, change management procedures, monitoring and automated risk checks, the decision as to when to turn over new software involves balancing the expected benefits of any change (which would call for turning over the change quickly) with the risks that the software will contain errors (which would call for exhaustive testing). While Squarepoint Group seeks to strike the right balance, it may turn over new software too quickly or too slowly, which could negatively impact the Funds. From time to time, Squarepoint Group may deploy new code with errors that could have been detected with more exhaustive or independent testing, although in such cases Squarepoint Group may nevertheless continue to believe that turning over the new code was the right decision given the risk-reward trade-off associated with the change. In addition, where Squarepoint Group believes that the benefit of rolling out a change outweighs the risk of not addressing (or even diagnosing the precise cause of) a known weakness, Squarepoint Group may deploy new code with known weaknesses. In such cases, it is possible that Squarepoint Group’s decision to deploy the change without addressing the known weakness will prove wrong in hindsight, and the Funds could be negatively impacted. Detecting coding errors is often extremely difficult, particularly where, as is the case with some of Squarepoint Group’s proprietary software, there are no design specifications or documents for the software. Given the difficulty of detecting coding errors, some errors will go undetected for long periods of time and some will never be detected. Moreover, some coding errors will be detected but not fixed by Squarepoint Group immediately, or, possibly, at all, due to competing priorities and/or the perception that the impact of the error is not material. Although Squarepoint Group will make judgments about the perceived impact of discovered errors so as to appropriately prioritize the remediation of the errors with other business demands, in the vast majority of cases, Squarepoint Group will not perform a quantitative impact analysis on discovered coding errors. Squarepoint Group’s judgment could prove to be wrong, and a software error that Squarepoint Group chooses not to fix immediately, or chooses to fix at different times for different funds, could have a material impact on the Funds. In addition, as a mathematical model can be expressed in computer code in multiple ways, the choice of code ultimately used may not result in the best representation of the model. The occurrence of coding errors is inevitable given the Funds’ sophisticated and highly complex trading processes, and coding errors will not constitute trade errors under the Funds’ policies. Investors should understand that they are assuming the risks (including any losses) associated with these errors when investing in the Funds. The Funds do not expect to disclose discovered coding errors to investors, and losses arising from coding errors will be borne by the Funds. Reliance on Data Availability and Accuracy The quantitative models that are utilized by Squarepoint Group to trade the Funds’ portfolios rely on historical and current market and other data provided by third parties. Any interruption in the flow of data, or an inability to appropriately process, clean or analyze such data is likely to disrupt the Funds’ ability to effectively trade and Squarepoint Group’s ability to manage the portfolios. In addition, while the investment system is dependent on accurate data, no assurance can be provided that the data supplied by third parties is accurate. There may be inaccuracies in such data and the Squarepoint Group may make errors in incorporating such data into the investment system. Investment decisions (including hedging decisions) made, or programming code developed, on the basis of inaccurate or incomplete information could have a material adverse impact on the Funds’ portfolios, including causing the Funds to liquidate positions it would not have sought to liquidate with accurate data and/or to accumulate positions it would not have sought to accumulate with accurate data. It is not expected that investors will be notified when such issues occur. Furthermore, it is not possible for Squarepoint Group to integrate all relevant data into the quantitative models it develops. Squarepoint Group makes subjective decisions regarding what data to integrate into its models. In making such determinations, Squarepoint Group may consider such factors as it deems relevant in its sole discretion, which may include the cost of obtaining such data, the technology cost of incorporating such data into the Funds’ research and trading infrastructure, and the reliability of the third party providing such data. No assurance can be provided that Squarepoint Group’s selections will result in the Funds achieving their investment objective. The acquisition and/or processing of data from third parties are significant components of the modeling utilized by Squarepoint Group and Squarepoint Group has limited experience in these activities as investment advisers. Reliance on the Integrity of Financial and Economic Reporting A number of the investment strategies employed on behalf of the Funds rely on financial, economic and economic policy information made available by companies, governmental agencies, exchanges, consulting and research firms and central banks. Data such as financial performance and prospects for individual companies, unemployment rates, inflation and expectations of inflation, consumer confidence measures, the determination of the London Interbank Offered Rate, sovereign debt issuance calendars and numerous other factors can have a material effect on the investment positions taken on behalf of the Funds. However, the Squarepoint Group has limited ability, if any, to verify such financial, economic and/or economic policy information. The Squarepoint Group is dependent in this regard upon the integrity of both the individuals and the processes by which the entities that publish such data produce their results. The Funds could incur material losses as a result of the misconduct or negligence of such individuals and/or a failure of or substantial inaccuracy in such processes. Differential Access to Information The Squarepoint Group will execute transactions on behalf of the Funds with other market participants who may have superior information and market intelligence to the Squarepoint Group. From time to time, the Funds may incur substantial losses caused by an information disadvantage. Human Error While the Funds’ trading strategies primarily utilise quantitative models and automated processes, the activities and decisions of the Squarepoint Group’s personnel play a vital role in the Funds’ investment approach.

The Squarepoint Group’s personnel make subjective decisions in designing, implementing, monitoring and executing trading strategies, including determinations in connection with developing and making changes to quantitative models (e.g., the timing of implementation, the level of testing required and the setting of various parameters or other settings), implementing risk limits, monitoring the Funds’ trading and infrastructure, and trading orders manually. Subjective decisions by individuals could prove to be wrong, which could result in losses. For example, a decision to increase a risk limit or not to turn off trading in response to an automated alert could cause a strategy to trade more than intended. Because trade orders are typically placed through automated systems, there is a heightened risk of human error occurring in connection with any trades that are placed manually. The research and modelling processes utilized by the Funds rely on theories, research and models being translated into computer code. Any errors made by individuals in such translation to computer code or with respect to the input of data may be difficult to detect and could result in errors in the models that result in losses. Given the manner in which the Funds trades, a single software coding error could result in the execution of many of unwanted trades. Similarly, the Funds may incur gains or losses because of a “trade error”— i.e., any human error involving a transaction in any Funds accounts, such as a keystroke error (“fat finger”) resulting in a manual trade being entered incorrectly (for instance, incorrect instrument, quantity, direction, price etc.) into a trading system. It is not expected that investors will be made aware of human errors, and losses arising from human error will be borne by the Funds. Electronic Trading The Funds trade on electronic exchanges and other trading venues. Each venue entails its own inherent risks relating to system access, security, response times and its use of service providers. As evidenced by recent events, exchanges and other trading venues are not immune from software failures and system outages. Any software failure or system outage in a venue on which the Funds trade could impede the ability of the Funds to trade in a timely fashion or hedge its risk, which could have a material adverse effect on the Funds’ performance. In addition, various market structure changes are being discussed globally that could impact electronic trading. Any such changes would likely materially negatively impact quantitative investment strategies like the Fund’s strategies. Frequent Trading The Funds trade frequently. Consequently, they bear significant brokerage, clearing and trading fees. In addition, new financial transaction taxes and higher exchange fees (for placing and/or cancelling orders) have been proposed. Even de minimis taxes or a small increase in exchange fees could have a negative impact on the returns of investment funds that trade frequently, like the Funds. Trade Execution Certain of the investment techniques used by Squarepoint Group require the rapid and efficient execution of transactions, or the ability to accumulate or liquidate large positions. Inefficient execution can eliminate the market opportunities that such techniques seek to capture. Transactions may be executed on terms other than those intended by Squarepoint Group. For example, a transaction may be executed in the wrong investment instrument, for the wrong quantity or price, to buy when Squarepoint Group meant to sell or to sell when Squarepoint Group meant to buy. The Funds will generally bear the losses or costs of any such errors. There is also risk that a counterparty will fail to settle a transaction in accordance with its terms and conditions, thereby causing the Funds to suffer a loss. Competition among Quantitative Managers; Correlated Trading There are a large number of investment managers that utilize quantitative models in their trading strategies. There may be attempts by other participants in the market to duplicate the Fund’s models or trading strategies. To the extent that such persons are utilizing models that are similar to those used by the Funds, the Funds may be competing for investment or arbitrage opportunities with such participants and the trading by such other persons may impact the opportunities and profitability of the Funds. To the extent that such participants take the same action with respect to a particular position as the Funds, the ability of the Funds to purchase or dispose of its investments at attractive prices may be adversely affected. In addition, the liquidation of a large number of positions in a short period of time by market participants that utilize quantitative models in their trading strategies could have a material adverse effect on the value of the Fund’s portfolio. Such liquidation crises are independent of any fundamentals and might be similar to the crises that occurred in September 1998 and August 2007. Disclosure of Intellectual Property and confidential information The intellectual property and confidential information developed by the Funds for their trading activities could be copied or stolen by third parties (including, potentially, by rogue employees or through failures in the Funds’ security systems or processes) who may provide such intellectual property to competitors of the Funds. Even absent a security breach, the Funds or the Squarepoint Group could inadvertently disclose confidential information to third parties. In addition, new regulations or additional scrutiny by regulators may require additional transparency with respect to the trading strategies used by firms deploying quantitative or algorithmic strategies, such as the Funds. For example, additional position-level disclosure obligations have been proposed, as has the tagging of model-driven orders. Even if the regulations often only require reporting to governmental agencies, it is possible that the information will leak out to the public. In each case, disclosure of the Funds’ intellectual property and confidential information would make it more likely that the Squarepoint Group’s investment strategies could become known by competitors and could lead to opportunities for competitors to reverse-engineer all or part of the Squarepoint Group’s strategies. As a result, the Funds may have correlated trading with funds that trade on the basis of such intellectual property and confidential information, which could have a materially adverse impact on the Funds’ trading results. Open Source Software, Third-party Claims of Intellectual Property Infringement or Misappropriation The Squarepoint Group uses software and development tools governed, directly or indirectly, by open source licenses and may incorporate such software or tools into its proprietary systems. Given the nature of open source licenses, third parties may assert intellectual property claims against the Squarepoint Group in connection with such open source licenses. More broadly, OPS’ ability to carry out trading activities depends in part on such activities not infringing or misappropriating the patents, other intellectual property or trade secrets of third parties. Third parties may assert that the Funds or Squarepoint Group is employing their proprietary technology without authorisation. There may be third-party patents or patent applications with claims to technologies or methods of trading related to the Squarepoint Group’s technology or trading strategies. The Squarepoint Group may face a claim of intellectual property infringement or misappropriation of trade secrets, if a third party believes that the Funds or Squarepoint Group uses the intellectual property or trade secrets of such third party.

If any third-party patents were held by a court of competent jurisdiction to cover aspects of the Funds’ technology or trading strategies, or if the Funds or Squarepoint Group is found to have misappropriated a third party's trade secrets, the third party may obtain injunctive or other equitable relief, which could effectively block the Funds’ ability to pursue a trading strategy unless Squarepoint obtains a licence. These licences may not be available on acceptable terms, if at all, or the licensed rights may be non-exclusive, which could result in competitors of the Funds gaining access to the same intellectual property. Defending against claims of patent infringement or misappropriation of trade secrets could be costly and time consuming, regardless of the outcome, and could burden the Funds with substantial unanticipated costs. In the event of a successful claim of infringement or misappropriation against theSquarepoint Group of the Funds, the Squarepoint Group may be forced to: (i) re-engineer its proprietary systems and/or software; (ii) release certain proprietary software code; (iii) make its proprietary software available under the terms of any open source license; (iv) pay substantial damages, royalties or an account of profits made from the infringement; or (v) obtain one or more licences from third parties – any of which could materially and adversely affect its operations and as a result, negatively impact performance of the Funds. Cybersecurity risk As part of its business, OPS processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Funds and personally identifiable information of the shareholders. Similarly, service providers of OPS or the Funds, especially the administrator, may process, store and transmit such information. OPS has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorised access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to OPS may be susceptible to compromise, leading to a breach of OPS’ network. OPS’ systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by OPS to the shareholders may also be susceptible to compromise. Breach of OPS’ information systems may cause information relating to the transactions of the Funds and personally identifiable information of the shareholders to be lost or improperly accessed, used or disclosed. The service providers of OPS and the Funds are subject to the same electronic information security threats as OPS. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Funds and personally identifiable information of the shareholders may be lost or improperly accessed, used or disclosed.

The loss or improper access, use or disclosure of OPS’ or the Funds’ proprietary information may cause OPS or the Funds to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Funds and the shareholders’ investments therein. Recent Developments in Financial Markets Recent developments in the global financial markets illustrate that the current environment is one of extraordinary and possibly unprecedented uncertainty. In light of recent changes in the financial services industry, the Funds, the Squarepoint Group, the Funds’ prime brokers (and their respective affiliates) and other financial institutions’ financial condition may be adversely affected and they may become subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on the Squarepoint Group’s or the Funds’ business and operations. Eurozone Economic Risk European financial markets have recently experienced volatility as a result of being adversely affected by concerns about high government debt levels and further default on or restructuring of government debt. Holders of such sovereign debt, including banks and other financial institutions, could be adversely affected by events such as defaults, restructuring and/or downgrades on these holdings. Furthermore, the ability of governments to support their domestic financial systems would likely be impeded. It is possible that EU member countries that have already adopted the Euro could abandon the Euro and return to a national currency and/or that the Euro will cease to exist as a single currency in its current form. The effects of voluntary or involuntary abandonment of the Euro on that country, the rest of the European Union, and global markets are impossible to predict but are likely to be negative. Potential Implications of Britain’s Withdrawal from the European Union (“Brexit”) On 29 March 2017, the United Kingdom triggered the procedures to withdraw from the European Union after the two year period settlement negotiation as prescribed in Article 50 of the Treaty of Lisbon. However, the Prime Minister of the United Kingdom has warned that the process could extend beyond the two year period. The ongoing withdrawal process could cause an extended period of uncertainty and market volatility, not just in the United Kingdom but throughout the European Union, the European Economic Area and globally. As an investment manager authorised and regulated by the FCA, UK OpCo is currently subject to provisions of certain European directives and regulations (e.g., Markets in Financial Instruments Directive, the AIFM Directive, and the European Market Infrastructure Regulation) which have either been incorporated into the UK law or have direct effect in the UK. The longer term impact of the decision to leave the EU on the UK regulatory framework will depend, in part, on the relationship that the UK will seek to establish with the EU in the future. In particular, it is uncertain whether and how UK laws that incorporate EU directives may be modified in the future and whether UK firms (such as UK OpCo) will continue to have the benefit of certain rights to conduct cross border business within the EU. It is not possible to ascertain the precise impact the United Kingdom's departure from the EU may have on the Funds or UK OpCo from an economic, financial or regulatory perspective but any such impact could have material consequences for Squarepoint and/or the Funds. Evolving Regulatory Risks The legal and regulatory environment worldwide for private investment funds (such as the Funds) and their managers is evolving. Changes in the regulation of private investment funds, their managers and their trading and investing activities may have a material adverse effect on the ability of the Funds to pursue their investment programs and the value of investments held by the Funds. There has been an increase in scrutiny of the private investment fund industry by governmental agencies and self-regulatory organisations. New laws and regulations or actions taken by regulators that restrict the ability of the Funds to pursue their investment programs or employ brokers and other counterparties could have a material adverse effect on the Funds and the shareholders’ investments therein. In addition, OPS and/or UK OpCo may, in their sole discretion, cause the Funds to be subject to certain laws and regulations if they believe that an investment or business activity is in the Funds’ interest, even if such laws and regulations may have a detrimental effect on one or more shareholders.

Regulation in the Derivatives Industry There are many rules related to derivatives that may negatively impact the Funds, such as requirements related to recordkeeping, reporting, portfolio reconciliation, central clearing, minimum margin for uncleared over-the-counter (“OTC”) instruments and mandatory trading on electronic facilities, and other transaction-level obligations. Parties that act as dealers in swaps, are also subject to extensive business conduct standards, additional “know your counterparty” obligations, documentation standards and capital requirements. All of these requirements add costs to the legal, operational and compliance obligations of OPS and the Funds, and increase the amount of time that OPS spends on non-investment-related activities. Requirements such as these also raise the costs of entering into derivative transactions, and these increased costs will likely be passed on to the Funds.

These rules are operationally and technologically burdensome for OPS and the Funds. These compliance obligations require employee training and use of technology, and there are operational risks borne by the Funds in implementing procedures to comply with many of these additional obligations.

These regulations may also result in the Funds forgoing the use of certain trading counterparties (such as broker-dealers and futures commission merchants (“FCMs”)), as the use of other parties may be more efficient for the Funds from a regulatory perspective. However, this could limit the Funds’ trading activities, create losses, preclude the Funds from engaging in certain transactions or prevent the Funds from trading at optimal rates and terms.

Many of these requirements were implemented pursuant to the US Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the EU Regulation on OTC Derivatives, Central Counterparties and Trade Repositories (known as the European Market Infrastructure Regulation, or “EMIR”) and similar regulations globally. In the United States, the Dodd-Frank Act divides the regulatory responsibility for derivatives between the SEC and the CFTC, a distinction that does not exist in any other jurisdiction. The SEC has regulatory authority over “security-based swaps” and the CFTC has regulatory authority over “swaps”. EMIR is being implemented in phases through the adoption of delegated acts by the European Commission. As a result of the SEC and CFTC bifurcation and the different pace at which the SEC, the CFTC, the European Commission and other international regulators have promulgated necessary regulations, different transactions are subject to different levels of regulation. Though many rules and regulations have been finalized, there are others, particularly SEC regulations with respect to security-based swaps and EMIR regulations, that are still in the proposal stage or are expected to be introduced in the future. Alternative Investment Fund Managers Directive The AIFMD regulates: (i) AIFMs based in the EU (ii) the management of any AIF established in the EU (irrespective of where an AIF’s AIFM is based); and (iii) the marketing in the EU of the securities of any AIF, whether conducted by an EU AIFM, a non-EU AIFM or a third party. Pursuant to the AIFMD, OPS, as a non-EU AIFM marketing non-EU AIFs (i.e., the Funds) to persons within the EU, is required to, among other things: (i) confirm that United States and the Cayman Islands regulatory authorities have entered into a cooperation-and-information-sharing agreement with the regulator of each EU country into which the Funds are to be marketed; (ii) confirm that the Cayman Islands is not listed as a non-cooperative country for the purposes of the Financial Action Task Force; and (iii) provide EU investors and the regulators of such investors’ EU countries with the Fund’’s annual financial report and certain additional information about the Funds.

The Funds, as a non-EU AIFs managed by a non-EU AIFM, may only be marketed to investors in the EU in accordance with applicable national private placement rules. Each EU country has discretion over its own national private placement rules and has the authority to remove these rules or enact new rules that may require AIFs to become registered with the local regulator before securities can be offered in that country. “Reverse solicitation”, where an EU investor approaches a non-EU AIFM regarding shares in a non-EU AIF, is outside the scope of the AIFMD and remains permissible in EU jurisdictions as it is at present. The Funds, OPS or UK OpCo or Singapore OpCo may be required to take significant measures to comply with national rules implementing the AIFMD in those countries of the EU where the Fund is to be marketed. Compliance with the requirements of the AIFMD and marketing rules in the EU may be costly (e.g., if numerous EU registrations are required) or could require significant amendments to be made to the structure of the Funds (such as redomiciling the Funds, if EU investors were to become the principal target for fund-raising).

Any regulatory changes arising from implementation of the AIFMD may increase the expenses of the Funds, OPS or UK OpCo or Singapore OpCo may impair the ability of OPS or UK OpCo and Singapore OpCo to manage the investments of the Funds or limit the ability to market shares in the future, each of which may materially adversely affect the Funds’ ability to carry out their investment approaches and achieve their investment objectives or impact adversely on returns to shareholders.

MiFID II The package of European Union market infrastructure reforms known as “MiFID II”, in effect from 3 January 2018, is expected to have a significant impact on the European capital markets. MiFID II increases regulation of trading platforms and firms providing investment services in the European Union.

Among its many market infrastructure reforms, MiFID II has brought in: (i) significant changes to pre- and post-trade transparency obligations applicable to financial instruments admitted to trading on EU trading venues (including a new transparency regime for non-equity financial instruments); (ii) an obligation to execute transactions in shares and derivatives on an EU regulated trading venue; and (iii) a new focus on regulation of algorithmic and high frequency trading. These reforms may lead to a reduction in liquidity in certain financial instruments, as some of the sources of liquidity exit European markets, and may result in significant increases in transaction costs.

Although the full impact of these reforms is difficult to assess at present, it is possible that the resulting changes in the available trading liquidity options and increases in transactional costs may have an adverse effect on the ability of Squarepoint Group to execute the investment program.

New rules requiring unbundling the costs of research and other services from dealing commission and further restrictions on Squarepoint Group’s ability to receive certain types of goods and services from brokers may also result in an increase in the investment-related expenditure of the Funds. Regulatory Focus on Algorithmic Trading Algorithmic trading is the subject of ongoing regulatory attention. The SEC, the CFTC, the FCA, the MAS and ESMA, among other regulators and exchanges, have undertaken efforts to review the impact of algorithmic trading on the functioning of markets and to suggest systems and controls for trading participants to ameliorate any adverse impact. For example, in September 2013, the CFTC published a Concept Release on Risk Controls and System Safeguards for Automated Trading Environments. In October 2012, in response to recent algorithmic trading mishaps, the SEC hosted a technology roundtable to discuss potential measures to promote stability in markets that rely on highly automated systems. As mentioned previously, MiFID II came into effect on January 3rd 2018 which brought in specific regulations covering algorithmic and high frequency trading. High- frequency trading, in particular, is subject to intense regulatory focus. Minimum resting periods, higher fees for cancelled trades and circuit breakers have been proposed. It is possible that new regulations may require the Funds to implement additional technology and other controls, which could consume limited internal resources, and thereby impede Squarepoint's ability to pursue other initiatives, including improvements to its strategies. Moreover, it is possible that the Funds may be subject to inquiries and/or examinations by regulators in connection with any investigation of the practices of trading firms that employ algorithmic or high-frequency trading strategies. Any such inquiry or examination is likely to be distracting for the Funds and the Squarepoint Group and consume limited internal resources, and could result in additional expenses that would impact the performance of the Funds. Capacity Constraints The Funds may be capacity constrained, meaning that performance may degrade if assets under management become too large. As a result, the Squarepoint Group may seek to reduce the amount of capital invested in the Funds in order to create a portfolio size that it considers optimal to trade, including by distributions and compulsory redemptions as set out in the PPM. Any such compulsory redemptions may not be made on a pro rata basis, with certain investors being mandatorily redeemed before other investors (for example, certain Squarepoint Investors). In addition, if OPS decides not to effect compulsory redemptions and/or chooses to accept additional subscriptions into the capacity constrained Fund, performance of the Funds may be materially adversely impacted. Leverage The Funds utilize leverage as part of their investment program, and the amount of such leverage is significant. The Funds use leverage to enhance returns and in particular may leverage certain debt, equity and convertible securities through entering into credit facilities, engaging in related derivatives transactions and short sales and/or otherwise investing in such securities on margin. The Funds have no specific leverage restrictions but leverage is monitored in line with internal guidelines. Leverage exaggerates the effect on the value of interests in the Funds of any increase or decrease in the market value of its securities, thus increasing the volatility of the Funds. In addition, monies borrowed are subject to interest costs that may or may not be recovered through appreciation of the securities purchased or the yield from such securities. As a result of recent proposals that may require banking entities to hold higher levels of capital (e.g., Basel III capital ratio rules), the financing costs to which the Funds is subject will likely increase. Any material increase in financing costs would have a material adverse effect on the performance of the Fund. To raise cash to meet a margin call or other payment requirement (including as a result of a sudden precipitous drop in the value of the Fund’s portfolio), the Funds may be required to liquidate assets in its portfolio that it otherwise would not liquidate or at a sub-optimal time. In addition, the Funds may be required or Squarepoint Group may decide to de-lever the Funds’ portfolio, which may result in the liquidation of portfolio positions at a different time than would otherwise be the case. In the absence of specific agreements, securities margin arrangements are generally please register to get more info

From time to time, and in the ordinary course of business, OPS has in the past and may, in the future, be subject to routine, formal or informal regulatory examinations or other inquiries, claims or litigation. Additional displinary disclosure information can be found in Part 1 of Squarepoint’s Form ADV within Item 11 and any related DRP pages.
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OPS is registered as a Commodity Pool Operator (“CPO”) with the CFTC. In addition, as mentioned previously in Item 4, OPS is one entity in a family of entities which together will comprise the Squarepoint Group. In addition to UK OpCo and Singapore OpCo, the Squarepoint Group also includes a number of entites that are primarily responsible for IT research and development activities specialized in quantitative finance (especially in the fields of trading software), large-scale computing and data management, statistical financial research, and financial analytics dedicated to financial institutions, and provide the benefits of their expertise to other Squarepoint Group companies. The population of such entities can change from time to time.

Squarepoint Group or individuals engaged in the Squarepoint Group’s business may from time to time invest, or have one of their affiliates invest, in funds or firms that pursue quantitative trading strategies, including funds or firms that trade the same products in the same markets as Squarepoint Group. Investment in such funds or firms may require substantial time and effort which time and effort might otherwise be expended on managing the Funds. Individuals engaged in the Squarepoint Group’s business are not obligated to devote any specific amount of their business time to the affairs of the Squarepoint Group. In addition, each of such persons and their respective principals may 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.

The administrator, the prime brokers, the custodian and/or their respective affiliates currently, or may, act as manager, custodian, registrar, broker, administrator, investment advisor, director, placing agent or dealer in relation to, or be otherwise involved in, other funds and accounts, including funds established by parties other than Squarepoint Group and funds which have similar objectives to those of the Funds. It is, therefore, possible that any of them may, in the course of business, have potential conflicts of interest with the Funds. At all times, each has regard in such event to its obligations to the Funds and will endeavor to ensure that such conflicts are resolved fairly. The officers and employees of the Funds’ administrator are or may be involved in other business activities and are not required to devote any specific amount of time to maintaining the Funds. In addition, subject to applicable law, any of the above parties may deal, as principal or agent, with the Funds, provided that such dealings are carried out as if effected on normal commercial terms negotiated on an arm’s-length basis and pursuant to applicable law. please register to get more info

TRANSACTIONS, AND PERSONAL TRADING
OPS has adopted a Code of Ethics (the “Code”) pursuant to Rule 204A-1 under the Advisers Act. Each of OPS’s permanent employees, officers, directors, partners, and members and most temporary employees and consultants who have worked for OPS for more than six months, (collectively, “employees”), receive training in the Code and are required to acknowledge their receipt and understanding of the Code on an annual basis and upon any material changes.

The Code contains provisions requiring employees to act in the best interests of OPS’s clients and to comply with the federal securities laws which govern OPS’s activities. The Code also contains OPS’s personal trading policies and procedures which govern the personal investing activities of its employees. OPS’s Code requires employees to disclose all of their “covered accounts” (which includes all securities accounts over which employees and immediate family members sharing the same household exercise any control or retain a beneficial interest) to OPS’s Compliance department. Under the Code, trading in single name stocks is prohibited globally. The only exception to this prohibition is to permit people to sell (with pre-clearance as specified below) a position that existed prior to joining Squarepoint. Furthermore, employees must pre-clear with OPS’s Compliance all transactions and all employees are subject to a thirty day holding period.

Investors and prospective investors in the Funds may obtain a copy of the Code upon request.

As an investment adviser with respect to the Funds, OPS may be subject to additional potential conflicts of interest between OPS or its related persons and the Funds beyond those posed by personal trading. The Advisers Act imposes certain requirements designed to decrease the possibility of conflicts of interest between an investment adviser and its clients. Therefore, in addition to the Code, OPS has also implemented policies and procedures aimed at mitigating conflicts which may arise in trading based on material non-public information, participation in outside business activities by employees, political contributions, and gifts and entertainment that may be received and/or given by employees. OPS has also adopted policies to ensure that any potential conflicts of interest which are identified are mitigated and resolved in a manner that is consistent with OPS’s fiduciary duty to its clients and in compliance with applicable laws and regulations. please register to get more info

Best Execution
OPS currently has prime brokerage arrangements in place with the brokers enumerated in Item 7.A of Form ADV Part 1A. In addition, OPS maintains an “approved broker list” of trading and execution counterparties. OPS’s selection of broker-dealers and other counterparties is overseen by a Brokerage and Best Execution Committee which is comprised of the Global Head of Operations and representatives from the investment and research divisions of the Squarepoint Group. In selecting trading and other counterparties, and evaluating the performance of those counterparties, the Brokerage and Best Execution Committee takes into account a number of factors, including, without limitation, commission and financing rates, trading and technology infrastructure (including speed and reliability of execution), stock lending supply and rates, ability to execute and process transactions with appropriate levels of confidentiality, operational processes, and the financial strength, integrity, and stability of the broker or counterparty. The Brokerage and Best Execution Committee meets quarterly, or more frequently if required, and is responsible for allocating trade flow and establishing the commission budget as well as evaluating best execution and monitoring counterparties.

In no event will Squarepoint Group select a broker-dealer or will the Funds pay a higher commission than would otherwise be paid as a means of remuneration for the referral or affording Squarepoint Group with the opportunity to participate in any capital introduction program.
Trade Aggregation and Allocation

At present, Squarepoint does not generally aggregate orders or trades between the Funds. As noted in Item 6, in the very limited circumstances when this may currently occur, we have implemented procedures that are reasonably designed to ensure that aggregated transactions (i) are allocated on a fair basis, (ii) do not systematically advantage one fund over another, and (iii) are carried out in an manner that complies with applicable regulatory requirements.
Soft Dollars

Squarepoint Group currently only uses commissions to obtain research and brokerage services to the extent permitted by local regulations, such as permitted research and brokerage services within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended. Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; software that provides trade analytics and trading strategies; corporate governance research and rating services; investment and economic recommendations; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; access to hardware that cannot otherwise be accessed in certain markets; technological solutions relating to data distribution, data center space; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. In those situations, the commissions paid on transactions with those broker-dealers or merchants providing such services may exceed the amount another broker-dealer or merchant would have charged for effecting such transactions. Should Squarepoint Group elect in the future to use Commissions arising from a Fund’s investment transactions for services other than research and brokerage, such usage will be limited to services that would otherwise be a Fund expense. The use of Commissions to obtain such other services would be outside the parameters of Section 28(e). Research and brokerage services obtained by the use of Commissions arising from a Fund’s portfolio transactions are used by Squarepoint in their investment activities and may provide benefit to other Funds. Squarepoint does not seek to allocate soft dollar benefits proportionately based on the Fund which generated such soft dollar credits. The use of Commissions (or certain mark-ups or markdowns) to obtain research and brokerage products and services can raise other conflicts of interest. For example, Squarepoint Group will not have to pay for the products and services itself. This creates an incentive for Squarepoint, to select or recommend a broker-dealer based on Squarepoint Group’s interest in receiving those products and services (or the ability to instruct such a broker dealer to pay a third party vendor for these products and services). With regards to MiFID II and as it relates to UK OpCo, to the extent that UK OpCo uses third party investment research, as defined by MiFID II, it will do so consistent with requirements regarding acceptable methods to pay for investment research. Investment research may be received in return for direct payments made by UK OpCo out of its own resources or by payments from a separate research payment account (“RPA”) funded by Clients and controlled by UK OpCo. please register to get more info

OPS will monitor the trading activity and portfolio holdings of the Funds on an ongoing basis to ensure that trading activity is consistent with the general investment objectives of the Funds as outlined in the PPM. The review process will address the risk limits across regions, strategies, and asset classes as well as updating the overall risk limits for the portfolio. The Funds’ administrator will provide monthly reports on shareholder accounts in the Funds and certain other information. Each investor in the Funds will also be furnished with a set of audited financial statements for each relevant fiscal year and, where applicable, a Schedule K-1 indicating such investor’s share of the Funds’ income, gain, loss, deductions, and credits relevant for U.S. federal income tax purposes. please register to get more info

Squarepoint Group (including OPS) may receive certain services (including, without limitation, capital introduction and hedge fund consulting) from prime brokers or other counterparties with whom the Squarepoint Group conducts business at no additional cost. This could present a conflict of interest with respect to the selection of such counterparties, though the Squarepoint Group understands that the benefits received through these relationships generally do not depend on the volume of transactions directed to a particular counterparty. please register to get more info

OPS does not maintain physical custody over the Fund’s assets. Not withstanding this, each of the Funds will be audited in accordance with United States Generally Accepted Accounting Principles (US GAAP) and the audited financial statements of the Funds will be distributed to all investors within 90 days of the relevant Fund’s fiscal year end. please register to get more info

OPS has discretionary authority to manage the assets of the Funds. OPS’ discretion is exercised in a manner consistent with the stated investment objectives and guidelines of each Fund. The procedures followed in assuming this authority are outlined in each Fund’s governing documents. When OPS or the Funds grant discretion to a sub-adviser, that sub-adviser makes the trading and investment decisions pursuant to the terms of the sub-advisory agreement and consistent with the stated objectives, guidelines and restrictions of the particular account for which discretion has been granted. please register to get more info

The investment strategy employed by the Squarepoint Group will not be influenced by the outcome of proxy contests and OPS has determined that the benefit which would accrue to the Funds from proxy voting is heavily outweighed by the costs associated with voting proxies. Therefore, OPS will generally abstain from voting proxies in client accounts as it is seen as being in their best interests. In circumstances when OPS sees voting to be in the client accounts overall benefit, OPS will do so. Third party sub-advisers that have been granted discretion over the management of funds will also have the authority to vote client securities. This raises the potential conflict of voting being exercised in opposing directions by different third party sub-advisers for the same client account or Fund. please register to get more info