KAI WEALTH PART 2A

BROCHURE OF Kai Wealth LLC 401 W. Superior Street, Suite 001 Chicago, IL 60654 October 5, 2026 Tel: (312) 605-8020 THIS BROCHURE PROVIDES INFORMATION ABOUT THE QUALIFICATIONS AND BUSINESS PRACTICES OF KAI WEALTH LLC (THE “FIRM”). IF YOU HAVE ANY QUESTIONS ABOUT THE CONTENTS OF THIS BROCHURE, PLEASE CONTACT US AT (312) 605-8020 OR INFO@KAIWEALTH.COM. THE INFORMATION IN THIS BROCHURE HAS NOT BEEN APPROVED OR VERIFIED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY STATE SECURITIES AUTHORITY. ADDITIONAL INFORMATION ABOUT THE FIRM ALSO IS AVAILABLE ON THE SEC’S WEBSITE AT HTTP://WWW.ADVISERINFO.SEC.GOV/. The delivery of this Brochure at any time does not imply that the information contained herein is correct as of any time subsequent to the date shown above. This Brochure will supersede all other documents containing information about Firm. PFS:009263.0001.3689091.5  Item 2. Material Changes Kai Wealth LLC (the “Firm”) has updated this ADV Part 2A “Brochure” since its last brochure filing with the SEC dated March 31, 2026. A summary of the changes since the last update is as follows: Item 4A was updated to reflect a change in COO from Scott Weber to Michael Harrigan. Item 4D was updated to reflect an increase in the Firm’s regulatory assets under management. Items 4 and 8 were updated to describe the Firm’s option-overlay, yield-enhancement, hedging, and box-borrowing strategies and their associated risks. PFS:009263.0001.3689091.5  Table of Contents Item 4. Advisory Business ……………………………………………………………………… 1 Item 5. Fees and Compensation ………………………………………………………………… 4 Item 6. Performance-Based Fees and Side-by-Side Management ….…..……………………… 6 Item 7. Types of Clients …….…………………………………………………………………. 6 Item 8. Methods of Analytics, Investment Strategies and Risk of Loss ………………………… 7 Item 9. Disciplinary Information ……………………………………………………………… 17 Item 10. Other Financial Industry Activities and Affiliations …….…………………………… 18 Item 11. Code of Ethics and Personal Trading Policies ………………………………………… 20 Item 12. Brokerage Practices …………………………………………………………………… 23 Item 13. Review of Accounts …………………………………………………………………… 24 Item 14. Client Referrals ………………………………………………………………………… 24 Item 15. Custody …………….………………………………………………………………… 24 Item 16. Investment Discretion ………….……………………………………………………… 25 Item 17. Proxy Voting Policy …………….……………………………………………………… 25 Item 18. Financial Information…………….…………………………………………………… 25 PFS:009263.0001.3689091.5  Part 2A – DISCLOSURE ITEMS ABOUT THE FIRM Item 4. ADVISORY BUSINESS A. Operational and Organizational Information: Kai Wealth LLC (the “Firm”) is a Delaware limited liability company formed on April 5, 2023, and registered with the SEC since October 2024. The Firm’s principal owner, founder, and Chief Compliance Officer is Cem Karsan. Michael Harrigan serves as Chief Operating Officer. A. Types of Advisory Services Offered: The Firm provides discretionary and non- discretionary investment advisory services to individuals, trusts, business entities, charitable organizations, pooled investment vehicles, other investment advisers, and other eligible Clients under written agreements. Kai Wealth LLC (the “Firm”) provides investment management, financial planning, investment consulting, and related advisory services. The Firm generally serves high-net- worth and other sophisticated investors and specializes in risk-managed portfolio construction, alternative investments, thematic equity strategies, and options-based portfolio overlays. Services are provided on either a discretionary or non-discretionary basis, as agreed with each client in the applicable investment management agreement, investment policy statement, or other written instructions. Investment Management Services The Firm provides ongoing portfolio management services based on each client’s investment objectives, risk tolerance, liquidity needs, time horizon, tax circumstances, financial condition, and other relevant considerations. Depending on the engagement, the Firm may manage all or only a portion of a client’s investment assets. The Firm may also advise on assets maintained at another financial institution or otherwise held outside an account over which the Firm has trading authority. For non-discretionary engagements, the client retains final authority over investment decisions. For discretionary engagements, the Firm may execute transactions without obtaining the client’s prior approval for each transaction, subject to the client’s investment policy statement and any written limitations imposed by the client. The Firm’s investment management agreement expressly contemplates portfolio evaluation, asset-allocation recommendations, ongoing management, quarterly evaluations, performance review, and both discretionary and non-discretionary authority.⁠ ⁠ The Firm’s investment advice may include publicly traded equities, exchange-traded funds, fixed-income securities, cash and cash equivalents, listed options, private investment funds, pooled investment vehicles, and other investments considered appropriate for the client. Financial Planning Services The Firm may provide financial planning services based on the scope of the client’s engagement and stated needs. The Firm may prepare a written financial plan containing recommendations designed to assist the client in pursuing stated financial goals. When the Firm is engaged to provide PFS:009263.0001.3689091.5  ongoing financial planning, the Firm generally reviews the plan at least annually and updates its recommendations as appropriate. The Firm does not act as an attorney, accountant, or insurance provider, and clients should consult appropriately qualified professionals before implementing legal, tax, accounting, estate-planning, or insurance recommendations. These financial-planning subjects and the annual review process are included in the Firm’s current Investment Management Agreement.⁠ ⁠ Thematic Equity Strategies The Firm may provide portfolio management and investment recommendations primarily involving thematic equity strategies. These strategies generally seek to identify investment themes based on macroeconomic conditions, capital flows, market structure, fundamental research, and event-driven considerations. The Firm may construct and periodically rebalance portfolios of individual equities, exchange-traded funds, or related instruments. Depending on the engagement, the Firm may also use listed options to modify the risk or return characteristics of thematic equity positions. The Firm’s services may range from periodic positioning recommendations to ongoing active portfolio management. Thematic equities are a material component of the Firm’s differentiated portfolio framework and may involve portfolios of individual equity positions combined with options-based positioning.⁠ ⁠ Alternative Investment Services The Firm may evaluate and recommend alternative investments intended to provide diversification, absolute-return potential, reduced sensitivity to traditional equity markets, or other portfolio characteristics. Alternative investments may include hedge funds, private funds, private equity, private credit, multi-manager vehicles, and other pooled investment vehicles. The Firm may recommend investments in private funds or other proprietary investment products managed or sponsored by the Firm or its affiliates. The Firm may also recommend unaffiliated third-party investment managers or retain subadvisers to manage some or all of a client’s assets. These arrangements may result in clients paying fees and expenses in addition to the advisory fee paid to the Firm and may create conflicts of interest, as described elsewhere in this Brochure. The Firm’s alternative investment offer includes multi-manager allocations designed to combine institutional hedge-fund strategies and provide diversification within a client’s broader portfolio.⁠ ⁠ ⁠ The Firm’s Investment Management Agreement also authorizes it to evaluate alternative investments, introduce clients to non-correlated investment opportunities, use third-party subadvisers, and recommend affiliated or proprietary investment products.⁠ Fund-of-Funds Advisory Services: The Firm serves as investment subadviser to one or more private fund-of-funds vehicles sponsored and operated by PPB KDA MGT LLC or its affiliates (“PPB”). PPB or an affiliate serves as the general partner or managing member of each vehicle and is responsible for the vehicle’s governance, administration, investor PFS:009263.0001.3689091.5 ⁠ ⁠ ⁠  subscriptions and withdrawals, and other responsibilities assigned to it under the applicable governing documents. As subadviser, the Firm provides investment advice concerning the selection, allocation, monitoring, and replacement of underlying private funds and investment managers. The Firm may recommend that its advisory clients invest in a fund-of-funds for which the Firm serves as subadviser. These vehicles are intended to provide access to a diversified portfolio of private funds or investment strategies, but they involve the risks associated with private funds, including limited liquidity, restrictions on withdrawals, valuation uncertainty, multiple layers of fees and expenses, and dependence on the performance and operations of underlying managers. An investment in a fund-of-funds is governed by the vehicle’s offering documents, governing agreement, and subscription materials. Prospective investors should review those documents carefully before investing. ⁠ Option Overlay, Yield Enhancement, and Hedging Services The Firm may provide option overlay, yield enhancement, hedging, volatility- management, and bespoke option-positioning services. These services may be provided on a discretionary or non-discretionary basis. When discretionary authority is granted, the Firm may implement and adjust authorized option positions without obtaining separate approval for each transaction, subject to the client’s investment policy statement, written restrictions, and any authorized exposure or notional- value limit. The Firm may use yield-stacking strategies that seek to generate incremental portfolio return while maintaining exposure to other investments or investment themes. Such strategies may involve multiple option positions and may be adjusted in response to changes in market conditions, volatility, pricing, liquidity, collateral requirements, and portfolio risk. ⁠ Box-Borrowing and Financing-Related Strategies The Firm may advise clients concerning listed-option box-spread transactions and other option-based financing or liquidity strategies. A box-spread transaction may be structured to produce financing-like economic exposure, facilitate liquidity, or provide an alternative to certain traditional borrowing arrangements. The Firm may evaluate such a strategy in connection with a client’s overall portfolio, liquidity requirements, collateral, concentrated securities positions, financing alternatives, investment objectives, and risk tolerance. Depending on the engagement and the authority granted by the client, the Firm may recommend, execute, monitor, close, or roll box-spread positions. These transactions are securities transactions and are not bank loans or lines of credit. They may involve leverage, collateral, margin, liquidity, execution, pricing, tax, counterparty, operational, and early- termination risks. Additional information concerning these strategies and their material risks is provided in Item 8. ⁠ Concentrated-Position and Customized Portfolio Services The Firm may provide customized advice to clients holding concentrated positions in publicly traded or privately held securities. Services may include: PFS:009263.0001.3689091.5  • Assessing the risks associated with the concentrated position; • Developing a diversification or liquidity plan; • Advising on the amount of exposure to retain, hedge, monetize, or sell; • Coordinating investment decisions with the client’s tax, legal, and other professional advisers; and • Evaluating financing or liquidity strategies involving the client’s broader portfolio. The availability and structure of these services depend on the characteristics of the security, applicable transfer restrictions, market liquidity, custodian and broker-dealer capabilities, client eligibility, and other legal and operational considerations. Investment Consulting and Research Services The Firm may provide investment consulting or research services separately from comprehensive portfolio management. Research and consulting may address equities, fixed income, commodities, currencies, volatility, macroeconomic conditions, and other market subjects. General research concerning an asset class does not necessarily mean that the Firm is authorized or appropriately registered to provide individualized advice concerning every instrument within that asset class. The Firm’s current agreement provides for written and video research, conference calls, and tactical views and recommendations concerning major global asset classes. B. Investment Guidelines: The Firm provides advisory services to its clients based on specific mandates, guidelines, or restrictions set forth in the relevant Investment Management Agreement and/or other governing document (collectively the “Investment Management Agreements”), as applicable. C. Wrap Fee Programs: The Firm does not participate in wrap fee programs. D. Client Assets Under Management: As of the date of this Brochure, the Firm manages approximately $307,695,877 on a discretionary basis and $100,000,000 on a non- discretionary basis. The SEC has adopted a uniform method for advisers to calculate assets under management for regulatory purposes which it refers to as an adviser’s “regulatory assets under management.” Regulatory assets under management are generally an adviser’s gross assets, i.e., assets under management without deduction for outstanding indebtedness or other accrued but unpaid liabilities. The Firm will report changes to its regulatory assets under management in Item 5 of Part 1 of the Form ADV which you can find at www.adviserinfo.sec.gov. Item 5. FEES AND COMPENSATION A. Generally: The Firm charges advisory fees in accordance with the standard fee schedules set forth below. Fees generally consist of an advisory fee and, where applicable, an additional fee based on the investment strategy or service selected. Strategy fees are charged in addition to the advisory fee and are calculated in accordance with the applicable schedule below. The applicable fees may vary based on total client assets, the services PFS:009263.0001.3689091.5  provided, and any applicable breakpoints, caps, discounts, or waivers. The Firm may provide investment management services acting as a turnkey asset management platform (“TAMP”). For clients served under these arrangements, the Firm waives its account-level advisory fee. This waiver does not apply to the Firm’s applicable strategy fees or fund-level management fees. Clients may also pay separate advisory or platform fees to their primary investment adviser or platform provider, as well as applicable investment expenses and transaction costs. Those separate fees are not waived by the Firm.. Fees are calculated using the fee base specified in the client’s advisory agreement, which may include assets under management, assets allocated to a particular strategy, or another agreed measure of strategy exposure. Fees generally are billed in advance and may be deducted from the client’s custodial account with written authorization or billed directly to the client. The Firm may negotiate or waive fees under certain circumstances. The Firm’s fees are separate from brokerage commissions, custodial charges, transaction costs, underlying investment expenses, and other fees or expenses imposed by third parties. Clients should review their advisory agreement and the schedules below for the fees applicable to their accounts. All fees are annual: 1. Advisory fee: All fee rates shown below are annual rates. The applicable advisory fee, strategy fee, fee base, and billing methodology are specified in the client’s written agreement. A client’s household asset total determines the applicable advisory-fee tier. Strategy fees are additional to the advisory fee unless expressly stated otherwise. TAMP clients have the advisory fee waived. Client type Advisory fee Kai Wealth 1.00% TAMP 0.00% 2. Advisory breakpoints: For Kai Wealth, the advisory fee steps down based on total client assets. A client’s household total sets one advisory tier, and every strategy they hold bills at that tier. Total assets Advisory fee Less than $10M 1.00% $10M or more 0.75% $25M or more 0.50% 3. Strategy fees: Charged in addition to the advisory fee. Strategy Strategy fee Diversified Alternatives – 3rd party funds None Thematic Equities 0.25% Yield Stacking 0.50% PFS:009263.0001.3689091.5  Strategy Strategy fee Eagle Point Equity Strategy 1.00% Box Yield 0.25% Overlays 0.50% * diversified alternatives – strategy fee none does not apply to fund level fees B. Box Borrowing: Fee schedule is based on outstanding financing amounts Box Borrowing Fee Base Strategy fee 0.50% Less than $10M $10M or more 0.35% C. Fund of Funds: Kai Wealth Clients invested in the Fund of Funds are charged a Management Fee in addition to advisory fee. For TAMP clients they are charged standard management fee Fund of Funds Strategy Management fee 0.50% CLASS A – Advisory Clients Kai Diversified Alpha Fund LP Kai Diversified Convexity Fund LP 0.90% CLASS B – Non-Advisory Clients Kai Diversified Alpha Fund LP Kai Diversified Convexity Fund LP Fees for specified consulting services with respect to the Client’s assets will be determined by the Firm based upon the specific scope of services. Such fees shall be communicated to and agreed upon with Client (which may be via electronic mail) in advance of such services. For an illustrative example of the Firm’s fee calculation, please see the Firm’s Form CRS. No supervised person accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products. B. Payment Fees: Management Fees will be calculated and payable monthly or quarterly, in advance or in arrears, as specified in the applicable Investment Management Agreement. C. Additional Fees and Expenses: The Firm will be responsible for its own costs and expenses of operations. Such costs and expenses include normal operating overhead and the cost of providing relevant support and administrative services (e.g., employee PFS:009263.0001.3689091.5  compensation and benefits, rent, office equipment, computer systems, insurance, utilities, telephone, secretarial and bookkeeping services, etc.). Nonetheless, Clients will bear all their own direct and indirect expenses. In addition, Clients will incur brokerage and other transaction costs. Clients should review Item 12, which discusses conflicts of interest related to brokerage practices. Details concerning applicable fees and expenses are set forth in each Client’s respective Investment Management Agreement. D. Withdrawal: Subject to the terms of the applicable Investment Management Agreement, upon termination the Firm is entitled to Management Fees for investment advisory services provided through the effective date of termination. Management Fees will be prorated for the applicable billing period. Any prepaid Management Fees attributable to the period after termination will be refunded or adjusted as described in the “Fees Paid in Advance” section below.. E. Fees Paid in Advance: Management Fees are generally paid quarterly or monthly in advance. The Firm generally deducts Management Fees from Clients’ assets quarterly or monthly, as applicable per the Clients’ Investment Management Agreements; however, there are cases where the Firm bills a client separately. In the event of a withdrawal, distribution, transfer or termination during a monthly or quarterly period, the Management Fee would be refunded or adjusted on a prorated basis, as appropriate. F. Additional Compensation of Supervised Persons: Neither the Firm nor any of its supervised persons accepts compensation for the sale of securities or other investment products. However, the Firm may pay solicitors of the Firm’s advisory services subject to the disclosure and other requirements of the Investment Advisers Act of 1940, as amended. Item 6. INCENTIVE FEES (I.E. PERFORMANCE BASED FEES) AND SIDE-BY-SIDE MANAGEMENT Kai Wealth LLC (the “Firm”) does not currently charge or receive incentive or performance-based fees. The Firm’s advisory and subadvisory compensation is described in Item 5.. Item 7. TYPES OF CLIENTS As discussed in the Advisory Business section above, the Firm will provide advisory services to sophisticated investors (individuals and entities, including pooled investment vehicles) on a discretionary and non-discretionary basis in accordance with such Client’s Investment Management Agreement. PFS:009263.0001.3689091.5  The minimum initial assets under management for a client generally will be determined by the Firm and the Client and will generally be set out in the Client’s Investment Management Agreement. Any minimum amounts may be waived by the Firm in its discretion. For information regarding minimum investment amounts in any specific SMA or Fund vehicle, please refer to the relevant Investment Management Agreement or, in the case of a Fund, the Fund’s offering materials. Item 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS A. Methods of Analysis and Investment Strategies: The Firm employs multiple investment strategies using a wide array of instruments to seek to profit from changes in the prices of capital market variables. The Firm attempts to locate mispriced instruments, then transacts in them in an effort to capture gains from their subsequent revaluation. The Firm’s research processes are broad and comprehensive. Extensive modeling of securities and investments along with sophisticated risk assessment techniques provide a framework for evaluating investment opportunities which are sourced from a global opportunity set. The Firm may also invest some or all of the Client account assets with external third-party managers and their respective underlying funds. The Firm seeks high-quality managers in accordance with each Client’s investment guidelines. This prong of the Firm’s investment philosophy is focused on manager selection, being of the utmost importance when building a high-quality portfolio. The Firm intends to dedicate substantial resources to sourcing, evaluating, accessing, and selecting managers and/or third-party private funds and sub- funds that the Firm believes are highly knowledgeable and capable and that have a demonstrated successful track record. No assurance can be given, however, that these objectives will be achieved, and investment results may vary substantially over time and from period to period. B. Risks Associated with the Firm’s Investment Strategies: The Firm’s investment strategies involve a significant amount of risk and all Clients should discuss such risks with the Firm and with such Client’s professional advisors ask of the Firm all such questions as they shall deem necessary before engaging the Firm. All Clients should be able to bear a complete loss of their assets. Some of the risks of engaging the Firm are set forth below. 1. Dependence on Sole Investment Decision Maker: Substantially all decisions with respect to the management of the Clients’ assets that are invested in funds are made exclusively by the Firm’s founding partner, Cem Karsan. Accordingly, no person or entity should subscribe to any Fund unless such person or entity is willing to entrust all aspects of management of the assets subject to such Fund documents to Mr. Karsan in his capacity as the sole investment decision maker for the PFS:009263.0001.3689091.5  Fund. SMA Client assets are managed by the Investment Adviser Representative assigned to their account. 2. Risks Faced by the Firm: The Firm is subject to several operational risks such as the ability to provide an adequate operating environment including, but not limited to, back-office functions, trade processing, accounting, administration, risk management, valuation services and reporting. The Firm’s operations could be affected by political events (including government shutdowns, wars, terrorist activities or security operations), natural disasters, disease, pandemics or other severe public health events, particularly if staff members are unable to access their offices or remote work arrangements. The Firm may also face competition from other investment advisors and funds which may be more established and have larger capital bases and larger numbers of qualified management and technical personnel. Additionally, the Firm may pursue over time different investment strategies which may limit the ability to assess a Firm’s ability to achieve its long-term investment objective. Furthermore, a Firm may face additional risks as its assets under management increase over time. In such instances, the Firm may not be able to handle properly its increased capital base. There is no guarantee that the Firm will be able to overcome these obstacles to generate a profit. 3. Proprietary Investment Strategies: The Firm may use proprietary investment strategies that are based on considerations and factors that are not fully disclosed to the Client. These strategies may involve risks under some market conditions that are not anticipated by the Firm. The Firm may use investment strategies that differ from those typically employed by traditional managers of portfolios of stocks and bonds. The strategies employed by the Firm may involve significantly more risk and higher transaction costs than more traditional investment methods. Moreover, it is possible that the performance of the Client’s investments may be closely correlated in some market conditions, resulting (if those returns are negative) in significant losses. 4. Capital Reallocations Among Accounts: In making asset allocation decisions, the Firm may make allocations to or from one or more Client accounts which might be detrimental if considered on a stand-alone basis but which are intended to benefit the overall portfolio of the Client. There can be no assurance, however, that any such reallocations will enhance the performance of the overall portfolio of the Client account. 5. Short Selling: Although the firm doesn’t directly participate in short selling, the firm may indirectly participate in short selling thru funds that the firm advises to invest in. Short selling involves the sale of a security that a Client does not own and must borrow in order to make delivery in the hope of purchasing the same security at a later date at a lower price. In order to make delivery to its purchaser, the Client must borrow securities from a third-party lender. The Client subsequently returns the borrowed securities to the lender by delivering to the lender the securities it receives in the transaction or by purchasing securities in the open market. Clients must generally pledge cash with the lender equal to the market price of the borrowed securities. This deposit may be increased or decreased in accordance with changes in the market price of the borrowed securities. During the period in which the securities are borrowed, the lender typically retains its right to receive interest and dividends accruing to the securities. In exchange, in addition to lending the securities, the PFS:009263.0001.3689091.5  lender generally pays the Client a fee for the use of the Client’s cash. This fee is based on prevailing interest rates, the availability of the particular security for borrowing, and other market factors. Theoretically, securities sold short are subject to unlimited risk of loss because there is no limit on the price to which a security may appreciate before the short position is closed. In addition, the supply of securities that can be borrowed fluctuates from time to time. Clients may be subject to substantial losses if a security lender demands return of the lent securities and an alternative lending source cannot be found. 6. Options : The Firm may use options to generate income, hedge risk, or modify portfolio exposure. Options involve significant risk, and their values may be affected by changes in underlying asset prices, market volatility, interest rates, and time remaining until expiration. Market disruptions, reduced liquidity, or wider bid-ask spreads may make it difficult or costly to establish, adjust, or close positions. Options strategies may fail to provide the intended protection, limit potential gains, or result in substantial losses due to adverse market movements, changes in volatility, or imperfect offsets between option positions and the investments they are intended to hedge. Clients may also face risks from expiration, exercise or assignment, increased margin requirements, and forced liquidation. Option Overlay Strategies: The Firm may use options as an overlay to seek income, hedging, downside protection, volatility management or modified market exposure. Option Overlays may include covered calls, protective puts, collars, spreads, index options and other option structures. These strategies can reduce or alter risk but may fail to achieve their intended objectives.. Option Overlays also may involve tax, liquidity, early exercise or assignment, volatility, counterparty, margin, concentration, transaction-cost and operational risks. 7. Highly Volatile Instruments: The prices of financial instruments in which the Firm may cause the Client to invest can be highly volatile. Price movements of high yield debt obligations, currency and other instruments may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies and financial instrument options. A Client’s returns could be materially adversely affected by any such governmental interventions. Such intervention often is intended to influence prices directly and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. 8. Leverage: When deemed appropriate by the Firm and subject to applicable regulations as well as any limitations contained in the applicable Investment Management Agreement, the Client may incur leverage in its investment program, whether directly through the use of borrowed funds, or indirectly through investment in certain types of financial instruments with inherent leverage, such as puts, calls and warrants, which may be purchased for a fraction of the price of the underlying PFS:009263.0001.3689091.5  securities while giving the purchaser the full benefit of movement in the market of those underlying securities. While such strategies and techniques increase the opportunity to achieve higher returns on the amounts invested, they also increase the risk of loss. To the extent the Client purchases securities with borrowed funds, its net assets will tend to increase or decrease at a greater rate than if borrowed funds are not used. The level of interest rates generally, and the rates at which such funds may be borrowed in particular, could affect the investment results. If the interest expense on this leverage were to exceed the net return on the investments made with borrowed funds, the use of leverage would result in a lower rate of return than if the Client’s investments were not leveraged. 9. Margin Calls and Forced Liquidation: The Firm may employ box spread borrowing strategies or other forms of leverage that require Client assets to serve as collateral. The value of such collateral may fluctuate, and a decline in account value, an increase in margin requirements, a change in the custodian’s eligibility standards, or heightened concentration or volatility may cause the account’s margin excess or value to fall below required levels. In such circumstances, the Client may be required on short notice to deposit additional cash or securities. If the requirement is not satisfied within the permitted time, the custodian may liquidate collateral, box spread positions or other investments in the account, in whole or in part, without prior notice and without regard to the Client’s investment objectives, tax position or preference as to which assets are sold. Such liquidation may occur at unfavorable prices, generate taxable gains, impair the Client’s ability to participate in a subsequent market recovery and result in losses exceeding the amount borrowed. Neither the Firm nor the Client can control the timing of a margin call or forced liquidation, and the Firm’s internal borrowing limits or margins of safety cannot guarantee that either will be avoided. Clients using a Box-Spread financing should maintain sufficient liquidity outside the account to satisfy an unexpected demand for additional capital. 10. Market Volatility: The profitability of the investments chosen by the Firm substantially depends upon the Firm correctly assessing the future price movements of stocks, bonds, options on stocks, and other financial instruments and the movements of interest rates. The Firm cannot guarantee that it will be successful in accurately predicting price and interest rate movements. 11. Broad Discretionary Power to Choose Investments and Strategies: The Investment Management Agreements give the Firm broad discretionary power to decide what investments the Firm will make on behalf of Clients and what strategies the Firm will use. While the Firm currently intends to use the strategies laid out in the Investment Management Agreements, it is not obligated to do so, and it may choose any other investments and strategies that it believes are advisable. 12. Lack of Insurance: Client assets are not insured by any government or private insurer, except to the extent portions may be deposited in bank accounts insured by the Federal Deposit Insurance Corporation or with brokers insured by the Securities Investor Protection Corporation and such deposits and securities are subject to such insurance coverage (which, in any event, is limited in amount). Therefore, in the event of the insolvency of a depository or custodian, Clients may be unable to recover all of their funds or the value of securities so deposited. PFS:009263.0001.3689091.5  13. Risks Associated with Non-Diversification: The Firm intends to cause a Client to hold diversified positions. However, the Firm is not subject to any formal policies regarding diversification unless set forth in a Client’s Investment Management Agreement. The Firm may sometimes concentrate holdings in industries, geographic regions or companies which, in light of investment considerations, market risks and other factors, the Firm believes will provide the best opportunity for attractive risk-adjusted returns. The concentration of assets in a small number of issuers, in any one industry or a small number of industries, or in a single industry would subject Clients to a greater degree of risk with respect to the failure of one or a few investments or with respect to economic variations in relation to such industry or industries. 14. Competition: The securities industry and the varied strategies and techniques to be engaged in by the Firm are extremely competitive and each involves a degree of risk. The Firm will compete with firms, including many of the larger securities and investment banking firms, which have substantially greater financial resources and research staffs. 15. Investment Activities: Investment activities involve a significant degree of risk. The performance of any investment is subject to numerous factors which are neither within the control of nor predictable by the Firm. Such factors include a wide range of economic, political, competitive and other conditions (including acts of terrorism and war) that may affect investments in general or specific industries or companies. In recent years, the securities markets have become increasingly volatile, which may adversely affect the ability of Clients to realize profits. As a result of the nature of investing activities, it is possible that financial performance may fluctuate substantially from period to period. 16. Material Non-Public Information: Because of their responsibilities in connection with other activities of the Firm and/or its affiliates, certain principals or employees of the Firm and/or its affiliates may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The Firm will not be free to act upon any such information. Due to these restrictions, the Firm may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. 17. Accuracy of Public Information: The Firm may select investments for Clients, in part, on the basis of information and data filed by issuers with various government regulators or made directly available to the Firm by the issuers or through sources other than the issuers. Although the Firm evaluates such information and data and may seek independent corroboration when the Firm considers it is appropriate and when it is reasonably available, the Firm is not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information may not be available. Investments may not perform as expected if information is inaccurate. 18. Derivatives: The Firm may use derivatives, including exchange-traded options, to modify portfolio exposure, generate income, or manage risk. Derivatives may involve leverage and can result in substantial losses due to adverse market movements, changes in volatility, reduced PFS:009263.0001.3689091.5  liquidity, or valuation and execution difficulties. The Firm currently uses exchange-traded options and does not engage in over-the-counter (“OTC”) derivative transactions. If the Firm uses OTC derivatives in the future, such transactions may involve additional risks, including a counterparty’s failure to perform its obligations, limited liquidity, uncertainty in valuation, and disputes concerning contract terms. 19. Hedging Transactions. Hedging strategies in general are usually intended to limit or reduce investment risk but can also be expected to limit or reduce the potential for profit. No assurance can be given that any particular hedging strategy will be successful. The Firm may utilize financial instruments on behalf of certain Clients, including, but not limited to, forward contracts, options and interest rate swaps, caps and floors to seek to hedge against fluctuations in the relative values of the Client’s positions as a result of changes in currency exchange rates, certain changes in the equity markets and changes in interest rates. Hedging against a decline in the value of positions does not eliminate fluctuations in the values of positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus moderating the decline in the positions’ value. Such hedging transactions also limit the opportunity for gain if the value of the positions should increase. Moreover, it may not be possible for the Firm to hedge against a fluctuation at a price sufficient to protect assets from the decline in value of the positions anticipated as a result of such fluctuations. For example, the cost of options is related, in part, to the degree of volatility of the underlying securities. Accordingly, options on highly volatile securities may be more expensive than options on other securities and of limited utility in hedging against fluctuations in those securities. The Firm is not obligated to establish hedges for positions and may not do so. To the extent that hedging transactions are affected, their success is dependent on the Firm’s ability to correctly predict movements in the direction of currency and interest rates and the equity markets or sectors thereof. 20. Market or Interest Rate Risk: The price of most fixed income securities moves in the opposite direction of the change in interest rates. For example, as interest rates rise, the prices of fixed income securities fall. If a client holds a fixed income security to maturity, the change in its price before maturity may have little impact on such Client’s account performance; however, if a client has to sell the fixed income security before the maturity date, an increase in interest rates could result in a loss to such Client. 21. Foreign Securities: The Firm may invest a portion of a client’s assets in securities of companies domiciled or operating in one or more foreign countries. Investing in these securities involves considerations and possible risks not typically involved in securities of companies domiciled and operating in U.S., including instability of some foreign governments, the possibility of expropriation, limitations on the use or removal of funds or other assets, changes in governmental administration or economic or monetary policy (in the U.S. or abroad) or changed circumstances in dealings between nations. The application of foreign tax laws (e.g., the imposition of withholding taxes on dividend or interest payments) or confiscatory taxation may also affect investment in foreign securities. Higher expenses may result from investment in foreign securities PFS:009263.0001.3689091.5  than would from investment in domestic securities because of the costs that must be incurred in connection with conversions between various currencies and foreign brokerage commissions that may be higher than the U.S. Foreign securities markets also may be less liquid, more volatile and less subject to governmental supervision than in the U.S. Investments in foreign countries could be affected by other factors not present in the U.S., including lack of uniform accounting, auditing and financial reporting standards and potential difficulties in enforcing contractual obligations. 22. Quantitative Strategies: The Firm may pursue quantitative or systematic trading strategies that utilize computer pricing models or proprietary or licensed technology to identify overpriced or underpriced instruments in relationship to an assumed norm. These strategies and systems may not be successful on an ongoing basis, could contain errors, omissions, imperfections or malfunctions, or could be degraded, corrupted or compromised. Any errors, omissions, imperfections, malfunctions, degradations, corruptions or compromises in strategies or systems could affect the ability of the Firm to implement its investment program. Despite testing, monitoring and independent safeguards, these errors may result in, among other things, execution and allocation failures and failures to properly gather, organize and analyze large amounts of data from third parties and other external sources. More specifically, as it is not possible or practicable for a Firm to factor all relevant available data into quantitative model forecasts or trading decisions, the Firm (or affiliated licensors of such data) will use its discretion to determine what data to gather with respect to an investment strategy and what subset of that data the models will take into account to produce forecasts that may have an impact on ultimate investment and trading decisions. Clients should be aware that there is no guarantee that the Firm will use quantitative techniques or use any specific data or type of data in generating forecasts or making trading decisions on behalf of the Client, nor is there any guarantee that the data actually utilized in generating forecasts or making trading decisions on behalf of the Client will be (i) the most accurate data available, (ii) free from errors, corruptions, or interruptions or (iii) delivered or accessible in a timely manner. In addition, the use of predictive or algorithmic models often have inherent risks because the construction of the model is dependent on historical data supplied by third parties and the success of such models depends heavily on the accuracy and reliability of the supplied historical data. Errors are often extremely difficult to detect, and some may go undetected for long periods of time and some may never be detected. The adverse impact caused by these errors can compound over time. The Firm’s strategies and systems may operate effectively in isolation, but may generate unintended consequences when interfacing with trading, risk or other investment tools, models, systems or databases. Some quantitative strategies incorporate a discretionary component in which the Firm can override the recommendation of the computer model, whereas other quantitative strategies trade solely based on the model’s outputs. Such an override or intervention could result in greater losses than would be the case if there had been no intervention or could result in the model being overridden or inactive at a time when the model would have achieved gains for the Client. Trading based on these models is subject to the risks that the instruments will not increase or decrease as predicted by the models, the models will not be successful in forecasting movements in industries, sectors or companies or in determining the size, direction or weighting of investment positions or that trades dictated by the models may not be executed in time to take advantage of the price disparities. Any factor which would make it more difficult to execute trades in accordance PFS:009263.0001.3689091.5  with the models’ signals, such as a significant lessening of liquidity in a particular market, would also be detrimental to profitability. Most quantitative computer models cannot fully match the complexity of the financial markets and therefore sudden unanticipated changes in underlying market conditions can significantly impact the performance of the Client’s investments. The trading decisions of the Firm may be based on trading strategies which utilize the mathematical analysis of past price behavior. The future profitability of these strategies depends upon the ability of the future price action to not be materially different from the past. The Client may incur substantial trading losses during periods when markets behave substantially different from the period in which the Firm’s models are derived. An increasing number of market participants may rely on quantitative models and execution techniques that are similar to those used by the Firm, which may result in a substantial number of market participants taking the same action with respect to an investment. Should one or more of these other market participants begin to divest themselves of one or more portfolio investments, the Client could suffer losses. The successful deployment of a quantitative trading strategy requires sophisticated mathematical calculations and complex computer programs. There can be no assurance that the Firm will successfully carry out such calculations and programs correctly or use them effectively. 23. Liability of a Fund Investor for the Return of Capital Contributions: If a Fund in which the Client invests should become insolvent, the Client may be required to return any property distributed to them at the time the Fund was insolvent and forfeit their capital accounts. 24. Risks Relating to Investments by Subadvisers and Subadvisers: The Form may engage Subadvisers and other independent managers (together, “Subadvisers”) to manage a portion of a client’s assets. The strategies employed by those Subadvisers are subject to a number of material risks. A list of risks associated with each Subadviser are disclosed in Subadvisor’s own disclosure documents, including its Form ADV Part 2A, if applicable. Subadviser disclosure documents are provided to Clients prior to or at the time the Client’s assets are allocated to Subadviser and also are available on the SEC’s website at www.adviserinfo.sec.gov. 25. Risks of Monitoring of Subadvisers’ Investments for Clients: Subadvisers will make all investment decisions for the accounts they manage for the Firm’s Clients. However, the Firm will have limited access to reports on Subadvisers’ Client portfolios and does not have access to Subadviser’s daily operations. Accordingly, the Firm will not be able to, and will not, review or evaluate individual securities transactions that Subadviser’s engage in for Clients. The Firm’s oversight of Client accounts managed by Subadvisers is limited to evaluations of the managers’ firms, strategies and overall performance based on information collected from due diligence meetings and information requests. The Firm is not able to supervise the day-to-day individual investment decisions that determine the performance of accounts managed by Subadvisers. The investment success of any account managed by a Subadviser depends solely on the investment acumen of its investment personnel. The same is true for the funds in which the Firm invests Clients’ assets, and their managers. PFS:009263.0001.3689091.5  26. Risks of Fund Managers and Subadvisers: Fund Managers and Subadvisers, the Firm selects have sole responsibility for making investment decisions on behalf of the funds and accounts they manage. They and their principals have various levels of experience. A manager’s performance may depend on the investment decisions of one or a few individuals. If they cease to be employed by the manager, the manager’s performance could be materially and adversely affected. Managers also manage other accounts, including other vehicles in which they or their principals may have an interest; this may increase the level of competition for the same trades they might otherwise make for the funds or accounts they manage for our clients. This could make it difficult or impossible to take or liquidate positions for Clients’ funds or accounts at a price indicated by a manager’s strategy. The managers and their principals may use trading methods, policies and strategies for their other accounts that differ from those they employ on behalf of the funds and accounts they manage for Clients. Therefore, notwithstanding due diligence of those managers and their investment results, the performance they achieve for Clients may be less than the performance of their other funds and accounts. 27. Multiple Layers of Fees and Expenses: In addition to the Firm’s Management Fees, Clients may bear the management fees and other expenses charged by the mutual funds and private funds in which their accounts are invested and Clients whose accounts are invested with Subadvisers may bear the fees of those managers and the other expenses of those accounts. The Firm evaluates the fee level of all investments it selects and has access to lower cost share classes or other lowercost structures that may not be available to Clients investing on their own. The Firm’s advisory fees are in addition to applicable fees and expenses charged by underlying funds or Subadvisers. As a result, Clients may pay greater aggregate fees and expenses than they would by investing directly with those funds or Subadvisers, even when discounted fees or lower-cost share classes are available through the Firm.. Investment returns are net of all applicable fees. 28. Risks of Self-Directed Assets Transferred by Clients: Clients may occasionally transfer securities they acquired independently of the Firm into accounts that are linked to accounts managed by the Firm. Unless otherwise incorporated under the Investment Management Agreement, those assets are not part of the assets the Firm manages, even if they are included in reports compiled by the Firm. The Firm may, but is not obligated to, take those assets into account in assessing a client’s asset allocation. The Clients retain sole investment discretion over those assets, and the Firm bears no responsibility for any investment decisions relating to them. A Client’s action or inaction with respect to those assets may be inconsistent with the investment strategy the Client has asked the Firm to implement and may negatively counteract any positive investment results in the accounts the Firm manages. 29. Uncertainty and Complexity of Tax Treatment: The tax aspects of investments, including those in Funds managed by the Firm, are complicated and complex and, in many cases, uncertain. Statutory provisions and administrative regulations have been interpreted inconsistently by the courts. Additionally, some statutory provisions remain to be interpreted by administrative regulations. Clients will thus be subject to the risk caused by the uncertainty of the tax consequences with respect to investments. Each Client should have the tax aspects of its investments reviewed by PFS:009263.0001.3689091.5  professional advisors familiar with such Client’s personal tax situation and with the tax laws and regulations applicable to the Client and, if applicable, private investment vehicles. 30. Cybersecurity Risk: The information and technology systems of the Firm and of key service providers to the Firm and its Clients, including banks, broker-dealers, custodians and their affiliates, may be vulnerable to potential damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. For instance, cyber-attacks may interfere with the processing or execution of the Firm’s transactions, cause the release of confidential information, including private information about Clients, subject the Firm or its affiliates to regulatory fines or financial losses, or cause reputational damage. Additionally, cyberattacks or security breaches (e.g., hacking or the unlawful withdrawal or transfer of funds), affecting any of the Firm’s key service providers, may cause significant harm to the Firm, including the loss of capital. Similar types of cybersecurity risks are also present for issuers of securities in which the Firm may invest. These risks could result in material adverse consequences for such issuers and may cause the Firm’s investments in such issuers to lose value. Although the Firm has implemented various measures designed to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, it may be necessary for the Firm to make a significant investment to fix or replace them and to seek to remedy the effect of these issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the operations of the Firm or its Client accounts and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information, which may result in identity theft. 31. Effects of Health Crises and Other Catastrophic Events: Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on Clients' investments and the Firm's operations. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption. In addition, under such circumstances the operations, including functions such as trading and valuation, of the Firm and other service providers could be reduced, delayed, suspended or otherwise disrupted. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide. 32. Reliance on Management of Third-Party Funds: The Firm may cause Clients to invest in private funds managed by third-party managers. Investments in these funds’ vehicles are subject to the risks inherent in investing in funds generally. Such risks include those related to (i) the quality of the management of the underlying funds, direct equity Investments, direct investments, and other investments in which the Firm fund of funds invests, (ii) the ability of the third-party manager to select successful investment opportunities, (iii) general economic conditions, and (iv) the ability of the third-party manager to liquidate its investments. There is no guarantee that a fund managed PFS:009263.0001.3689091.5  by a third-party manager will be successful in meeting its performance objectives. In addition, the underlying funds may impose certain fees, management charges, and other expenses. This can result in additional expenses. 33. Portfolio Valuation: Investments in underlying funds will generally be valued in accordance with the valuations reported by the third-party fund managers. There can be no assurance that any such valuations are accurate. In addition, certain valuations will be based on interim unaudited financial statements, and these figures are subject to potential upward or downward adjustments following an audit. Further, actual realized returns on investments will depend on various factors, including future operating results, market conditions at the time of disposition, legal and contractual restrictions on transfer that may limit liquidity, any related transaction costs, and the timing and manner of disposition, all of which may differ from assumptions and circumstances on which prior unrealized valuations were based. Accordingly, the actual realized returns on investments can differ materially from the returns indicated by unrealized valuations. The foregoing list of risk factors does not purport to be a complete explanation of the risks involved in engaging the Firm. Prospective Clients should read the entire Brochure as well as other materials that may be provided by the Firm. Item 9. DISCIPLINARY INFORMATION Neither the Firm nor any of its supervised persons has been involved in or otherwise subject to any of the following legal or disciplinary events: • A criminal or civil action in a domestic, foreign or military court of competent jurisdiction in which the Firm or a management person: • Was convicted of or pled guilty or nolo contendere (“no contest”) to: (a) any felony; (b) a misdemeanor that involved investments or an investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, or extortion; or (c) a conspiracy to commit any of these offenses. • Is the named subject of a pending criminal proceeding that involves an investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses. • Was found to have been involved in a violation of an investment-related statute or regulation. • Was the subject of any order, judgment, or decree permanently or temporarily enjoining, or otherwise limiting, your firm or a management person from engaging in any investment related activity, or from violating any investment-related statute, rule, or order. PFS:009263.0001.3689091.5  No administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority has occurred: • • In which the Firm or a management person was found to have caused an investment-related business to lose its authorization to do business. In which the Firm or a management person was found to have been involved in a violation of an investment-related statute or regulation and was the subject of an order by the agency or authority. • Denying, suspending, or revoking the authorization of the Firm or a management person to act in an investment-related business. • Barring or suspending the Firm’s or a management person’s association with an investment-related business. • Otherwise significantly limiting the Firm’s or a management person’s investment-related activities. • Imposing a civil money penalty of more than $2,500 on the Firm or a management person. No self-regulatory organization (SRO) proceeding has occurred in which the Firm or a management person: • Was found to have caused an investment-related business to lose its authorization to do business. • Was found to have been involved in a violation of the SRO’s rules and was: (i) barred or suspended from membership or from association with other members or was expelled from membership; (ii) otherwise significantly limited from investment-related activities; or (iii) fined more than $2,500. Item 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Neither the Firm nor any of its management persons has any existing or pending affiliations with a broker-dealer or registered representative of a broker-dealer. The Firm is not registered with the Commodity Futures Trading Commission (“CFTC”) and is not a Member of NFA. However, an affiliated entity under common control and ownership named Kai Volatility Advisors, LLC (“Kai Volatility”) is registered with the CFTC as a Commodity Firm and is an NFA Member. Cem Karsan is registered as an Associated Person of Kai Volatility. Cem Karsan and Michael Harrigan are each listed as Principals of Kai Volatility. The Firm will not provide advice with respect to investments in commodity products; however, the Firm may recommend that Clients apportion some of their investable assets to Kai Volatility for such purposes. The Firm will not receive any compensation for making such introduction, or for PFS:009263.0001.3689091.5  managing any assets invested in such product. Any such compensation will be set forth and subject to execution of an agreement between the Client and Kai Volatility, if any. As described in Item 4, the Firm serves as investment subadviser to private fund-of-funds vehicles sponsored and operated by PPB KDA MGT LLC or its affiliates (“PPB”). PPB or an affiliate serves as the general partner or managing member of each vehicle. The Firm provides investment advice concerning the selection, allocation, monitoring, and replacement of underlying private funds and investment managers. The Firm may recommend that its advisory Clients invest in vehicles for which it serves as subadviser. This creates a conflict of interest because the Firm has a business incentive to recommend vehicles to which it also provides investment advisory services rather than other investments. Clients bear applicable fund-level management fees and expenses, fees and expenses of underlying investments, and any separate account-level advisory fee applicable under Item 5. The Firm’s Code of Ethics requires its personnel to place Client interests ahead of their own interests and those of the Firm. As discussed elsewhere herein, the Firm may recommend or select other investment advisers (Subadvisers) for Clients. The Firm may charge Clients a larger fee on assets that are allocated to Subadvisers, in part to offset the fees the Subadvisers charge for their asset management services. However, in some circumstances, the fees charged to the Firm by Subadvisers may be less than the additional fees charged to Clients. In such cases, the Firm will retain the excess fees paid to it by Clients rather than rebate such excess. This practice may present a material conflict of interest because the Firm would have an incentive to recommend investment products based on the compensation received rather than solely based on the needs of the Client. To mitigate the conflict, as a rule, the Firm will ensure the Clients are not charged a fee on assets allocated to Subadvisers that exceed the fee the Client would have been charged had they accessed the Subadviser directly and not via the Firm. The Firm further seeks to mitigate this conflict of interest by independently conducting investment due diligence and analysis that it believes is reasonably designed to ensure that an investment in or through another Subadviser is in the best interest of the Client. Item 11. CODE OF ETHICS AND PERSONAL TRADING POLICIES Code of Ethics: A copy of the Firm’s code of ethics (the “Code of Ethics”) is available for Clients/prospective Clients upon prior written request. The Code of Ethics is based upon the premise that all the Firm personnel have a fiduciary responsibility to render professional, continuous and unbiased investment advisory service. The Code of Ethics requires all Firm personnel to: (1) comply with all applicable laws and regulations; (2) observe all fiduciary duties and put Client interests ahead of those of the Firm; (3) observe the Firm’s personal trading policies so as to avoid “front-running” and other conflicts of interests between the Firm and its Clients; (4) ensure that all personnel have read the Code of Ethics, agreed to adhere to the Code of Ethics, and are aware that a record of all violations of the Code of Ethics PFS:009263.0001.3689091.5  will be maintained by the Firm’s Chief Compliance Officer and that personnel who violate the Code of Ethics are subject to sanctions by the Firm, up to and including termination. Participation or Interest in Client Transactions: The Firm recognizes that the personal securities transactions of its employees demand the application of a high code of ethics, and the Firm requires that all such transactions be carried out in a way that does not conflict with the interests of Client trading objectives. The Firm and its related persons may invest their personal assets in the Firm’s trading programs. Therefore, in order to address conflicts of interest, the Firm has adopted a set of procedures, included in its Code of Ethics, with respect to transactions effected by its officers, directors, partners, members and employees (hereafter in this section, “Employees”) for their personal accounts. In order to monitor compliance with its personal trading policy, the Firm has adopted a quarterly securities transaction reporting system for all of its Employees. For purposes of the policy, an Employee’s “personal account” generally includes any account (a) in the name of the Employee, his/her spouse, his/her minor children or other dependents residing in the same household, (b) for which the Employee is a trustee or executor, or (c) which the Employee controls and in which the Employee or a member of his/her household has a direct or indirect beneficial interest. Associated persons of the Firm may recommend to Clients the purchase or sale of investment products in which it or a related person may have some financial interest, including but not limited to, the receipt of compensation by the Firm. Records will be maintained of all securities bought and sold by associated persons and related persons. Additionally, the Code of Ethics sets forth the Firm’s policies and procedures with respect to material, non-public information and other confidential information, and the fiduciary duties that the Firm and each of its Employees has to each of its Clients. The Code of Ethics is circulated to all new Employees upon commencement of their employment, and to existing Employees at least annually. Each Employee, at least annually, must certify in writing that he or she has received and followed the Code of Ethics and any amendments thereto. Other Activities of the Firm and its Affiliates: Neither the Firm, nor any affiliate or employee, is required to manage Client accounts as its sole and exclusive function. Each of them may engage in other business activities, including competing ventures and/or other unrelated employment. In addition to managing Client accounts, the Firm, and its affiliates or employees, may provide investment advice to other parties and may manage other accounts in the future. Trade Error Policy: The Firm has internal controls in place to prevent trade errors from occurring. On those occasions when such an error nonetheless occurs, the Firm will use reasonable efforts to correct the error. If the error cannot be corrected, the Firm will use reasonable efforts to make an adjustment in a manner it considers reasonable under the circumstances in its sole discretion. The Firm will endeavor to maintain a record of each trade error, including information about the trade and how such error was corrected or attempted to be corrected. PFS:009263.0001.3689091.5  Privacy Policy: The Firm has adopted a privacy policy that explains the manner in which the Firm collects, utilizes and maintains nonpublic personal information about Clients, as required under federal legislation. Collection of Information and Disclosure of Nonpublic Personal Information: In an attempt to provide Clients with superior service, the Firm may collect several types of nonpublic personal information about Clients, including: Information from forms that Clients may fill out, such as subscription forms, questionnaires and other information provided by Clients in writing, in person, by telephone, electronically or by any other means. This information includes name, address, nationality, tax identification number, and financial and investment qualifications; Information Clients may give orally; Information about transactions within the Firm, including account balances, investments and withdrawals; Information about the amount Clients have invested, such as initial investment and any additions to and withdrawals from an investment in the Client; and Information about any bank accounts Clients may use for transfers to or from the SMAs. The Firm does not sell or rent Client information. The Firm uses this information to conduct business with its clients: to develop or enhance its products and services; to understand the financial needs of its clients so that the Firm can provide such Clients with quality products and superior service; and to protect and administer the Firm’s Clients’ records, accounts and Clients. The Firm does not disclose nonpublic personal information about its clients to nonaffiliated third parties or to affiliated entities, except as permitted or required by law. For example, the Firm may share nonpublic personal information in the following situations: • To service providers in connection with the administration and servicing of the Firm; this may include attorneys, accountants, auditors and other professionals. The Firm may also share information in connection with the servicing or processing of Client transactions; • To affiliated companies in order to provide Clients with ongoing personal advice and assistance with respect to the products and services Clients have purchased through the Firm and to introduce Clients to other products and services that may be of value to such Clients; • To respond to a subpoena or court order, judicial process or regulatory authorities; PFS:009263.0001.3689091.5  • To protect against fraud, unauthorized transactions (such as money laundering), claims or other liabilities; and • Upon consent of a Client to release such information, including authorization to disclose such information to persons acting in a fiduciary or representative capacity on behalf of the Client. Protection of Information: The Firm’s policy is to require that all employees, financial professionals and companies providing services on their behalf keep Client information confidential. The Firm maintains safeguards that comply with federal standards to protect Client information. The Firm restricts access to the personal and account information of Clients to those employees who need to know that information in the course of their job responsibilities. Third parties with whom the Firm shares Client information must agree to follow appropriate standards of security and confidentiality. The Firm’s privacy policy applies to both current and former Clients. The Firm may disclose nonpublic personal information about a former Client to the same extent as for a current Client. Changes to Privacy Policy: The Firm may make changes to its privacy policy in the future. The Firm will not make any change affecting an individual without first sending that individual a revised privacy policy describing the change. Please refer to Item 11. (A) above for information regarding whether the Firm or a related person recommends to Clients, or buys or sells for Client accounts, securities in which the Firm or a related person has a material financial interest. Please refer to Item 11. (A) above for information regarding whether the Firm or a related person invests in the same securities (or related securities, e.g., warrants, options or futures) that the Firm or a related person recommends to Clients. Please refer to Item 11. (A) above for information regarding whether the Firm or a related person recommends securities to Clients, or buys or sells securities for Client accounts, at or about the same time that the Firm or a related person buys or sells the same securities for the Firm’s own (or the related person’s own) account. Item 12. BROKERAGE PRACTICES The Firm has discretion over the selection of brokers used for securities transactions in its clients’ accounts on a separate account basis. PFS:009263.0001.3689091.5  Where the Firm has such discretion, its selection of brokers will take into account the following factors: the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected and the efficiency of error resolution, taking into account the size of order and difficulty of execution; the financial strength, integrity and stability of the broker; special execution capabilities; reputation; clearance, settlement, on-line pricing, block trading and block positioning capabilities; willingness to execute related or unrelated difficult transactions in the future; order of call; online access to computerized data regarding Clients’ accounts; performance measurement data; the quality, comprehensiveness and frequency of available brokerage and research products and services considered to be of value; the availability of stocks to borrow for short trades; and the competitiveness of commission rates in comparison with other brokers satisfying the Firm’s other selection criteria. Soft Dollar Benefits The term “soft dollars” refers to the receipt by an investment manager or adviser of products and services provided by brokers, without any cash payment by the investment manager, based on the volume of brokerage commission revenues generated from securities transactions executed through those brokers on behalf of the investment manager’s Clients. Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”), provides a “safe harbor” to investment managers who use soft dollars generated by their advised accounts to obtain brokerage and research products and services. Brokerage products and services must relate to the execution, clearance and settlement of trades. Research products and services must provide lawful and appropriate assistance to the investment manager in the performance of investment decision making responsibilities. The Firm may use soft dollars generated by a Client’s brokerage transactions to pay for brokerage and research products and services that fall within the safe harbor afforded by Section 28(e). If applicable, the use of brokerage commissions to obtain investment research services and to pay for their own administrative costs and expenses creates a conflict of interest between the Firm, on the one hand, and its Clients, on the other, because the investor/Client pays for such products and services that are not exclusively for the benefit of the investor/Client and that may be primarily for the benefit of Firm or other investors/Clients. Item 13. REVIEW OF ACCOUNTS The Firm’s Chief Compliance Officer reviews Client accounts on a periodic basis, depending on activity in the account and the frequency of Client reporting and is generally aware of the holdings in each Client account on a continuous basis. Clients with SMAs generally receive monthly statements directly from their custodian broker. Item 14. CLIENT REFERRALS PFS:009263.0001.3689091.5  The Firm may enter into arrangements with unaffiliated third parties that refer prospective clients or investors to the Firm. The nature, amount, and terms of any compensation are negotiated separately for each arrangement based on the particular facts and circumstances and may vary among arrangements. Because such arrangements contain inherent conflicts of interest between the referring party, on the one hand, and the Client, on the other, the Firm requires documentation that these conflicts have been disclosed to Clients. Any such solicitation arrangements shall comport with the requirements of the Investment Advisers Act of 1940. Item 15. CUSTODY The Firm will not directly or indirectly hold Client funds or securities. Rather, the Firm’s discretionary Clients’ accounts will be held in custody by unaffiliated custodians (“Qualified Custodians”), but the Firm can access many Clients’ accounts (by Client request) through the Firm’s ability to debit Management Fees. For this reason, the Firm is considered to have custody of Client assets. Clients will receive account statements from their Qualified Custodian and Clients should carefully review those statements. The Firm may also send quarterly statements directly to Clients in addition to those sent by the Qualified Custodian. Clients should compare these quarterly statements they receive with those received from the Qualified Custodian. The Firm is also deemed, under federal securities laws, to have custody of certain Client accounts based on the existence of standing letters of authorization (“SLOAs”) authorizing the Firm to direct Client assets from certain accounts to Client-approved third parties. In such cases, the assets are maintained by independent, unaffiliated Qualified Custodians. In lieu of an annual custody examination, the Firm meets certain prescribed regulatory requirements with respect to such accounts. Clients should be aware of their responsibility to verify the accuracy of the fee calculation submitted to the custodian by the Firm, as the Qualified Custodian will not determine whether the fee has been properly calculated. Item 16. INVESTMENT DISCRETION As an investment adviser, the Firm generally will have discretionary authority over Clients’ accounts to determine securities bought and sold and in what quantities, the amount of leverage employed, the broker-dealer used and the commission rates to pay, among other things. The specific terms of the scope of such investment discretion are detailed in the relevant account’s Investment Management Agreement. Item 17. PROXY VOTING POLICY The Firm has adopted a proxy voting policy that is guided by its fiduciary responsibilities and commits its principals and employees to vote in a manner which is believed to maximize shareholder value and never to prioritize unrelated objectives. In the event the Firm votes proxies, the votes are reviewed by the Chief Compliance Officer or his delegate for adherence to this policy. Currently, the Firm does not intend to vote proxies, though this is subject to change. PFS:009263.0001.3689091.5  Clients may obtain a copy of the Firm’s Proxy Voting Policies and Procedures as well as relevant proxy voting records by contacting Cem Karsan, the Chief Compliance Officer, at (312) 605-8020. Item 18. FINANCIAL INFORMATION The Firm does not require or solicit prepayment of Management Fees six or more months in advance. The Firm has no financial condition to disclose that is reasonably likely to impair its ability to meet contractual commitments to its clients. Additionally, the Firm has not been the subject of a bankruptcy petition during the past ten years. For questions or requests for additional information, please contact the Chief Compliance Officer at the number or address listed on the cover of this brochure. PFS:009263.0001.3689091.5