CERITY PARTNERS OCIO LLC

Item 1 – Cover Page FORM ADV PART 2A CERITY PARTNERS OCIO LLC 99 Park Avenue New York, NY 10016 Tel. 212.850.4260 www.ceritypartners.com/OCIO March 31, 2025 This brochure (“Brochure”) provides information about the qualifications and business practices of Cerity Partners OCIO LLC (“Cerity Partners OCIO”). If you have any questions about the contents of this Brochure, please contact us at 212-850-4260. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Cerity Partners OCIO is a registered investment adviser. Registration as an investment adviser does not imply a certain level of skill or training. This Brochure contains certain material information in the manner and format promulgated by the SEC. Additional information, which must be read and considered with the information in this Brochure, may be found in other documents, including, as applicable, registration statements, offering memoranda, and/or Investment Management Agreements (“IMAs”), among others. Please also read and understand the entire Brochure as responses to certain Items also may respond to or provide additional or fuller information regarding the responses to other Items. information about Cerity Partners OCIO is also available on the SEC’s website at Additional www.adviserinfo.sec.gov.  Item 2 – Material Changes This Brochure is dated March 31, 2025. The following is a summary of material changes to this Brochure from the version submitted to the SEC on March 28, 2024. This Brochure has been revised and contains updated and expanded disclosures from the last annual update related to Cerity Partners OCIO’s business operations particularly in the following areas: • Updates throughout to reflect the sale of the Agility business unit (“Agility”), which was the former outsourced chief investment officer-related business of Perella Weinberg Partners Capital Management LP to Cerity Partners, LLC. The former Agility business now operates as Cerity Partners OCIO LLC, as further described herein. The change of ownership took place on May 31, 2024. We may update this Brochure at any time, and will either send you a copy or offer to send you a copy (either electronically or in hard copy) as may be necessary or required, but at least on an annual basis. Clients and prospective clients are encouraged to read this Brochure in full and contact us with any questions.  Item 3 – Table of Contents Page Item 1 – Cover Page ..................................................................................................................................... 1 Item 2 – Material Changes ............................................................................................................................ 2 Item 3 – Table of Contents ............................................................................................................................ 3 Item 4 – Advisory Business ........................................................................................................................... 4 Item 5 – Fees and Compensation ................................................................................................................. 7 Item 6 – Performance-Based Fees and Side-By-Side Management .......................................................... 11 Item 7 – Types of Clients ............................................................................................................................ 14 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ..................................................... 15 Item 9 – Disciplinary Information ................................................................................................................. 50 Item 10 – Other Financial Industry Activities and Affiliations ...................................................................... 51 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............. 59 Item 12 – Brokerage Practices .................................................................................................................... 62 Item 13 – Review of Accounts..................................................................................................................... 68 Item 14 – Client Referrals and Other Compensation .................................................................................. 69 Item 15 – Custody ....................................................................................................................................... 70 Item 16 – Investment Discretion ................................................................................................................. 71 Item 17 – Voting Client Securities ............................................................................................................... 72 Item 18 – Financial Information ................................................................................................................... 74  Item 4 – Advisory Business OVERVIEW This section of the Brochure contains a general description of Cerity Partners OCIO LLC (also referred to as “we,” “us,” “our,” the “Adviser”, the “Firm” or “Cerity Partners OCIO”), as well as information regarding our ownership structure, the types of advisory services we provide, the investment instruments we use, and how we tailor advisory services to client needs. Firm Description and Principal Ownership Cerity Partners OCIO provides Outsourced Chief Investment Officer-related services on a discretionary basis, primarily to private funds and institutional clients. The Adviser is registered with the U.S. Securities and Exchange Commission (“SEC”) as an "investment adviser" pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser is also registered with the Commodity Futures Trading Commission (the “CFTC”) under the Commodity Exchange Act of 1936, as amended (“Commodity Exchange Act”), as a commodity trading adviser (“CTA”), a commodity pool operator (“CPO”) and is a member of the National Futures Association (the “NFA”). The Adviser is a wholly-owned subsidiary of Cerity Partners LLC (“Cerity Partners”). Cerity Partners is owned by Cerity Partners Equity Holding LLC. Cerity Partners Equity Holding LLC is owned by (i) Cerity Partners EOE LLC (which is owned by certain employees of Cerity Partners), and (ii) funds affiliated with Genstar Capital Partners LLC (“Genstar”) and Lightyear Capital LLC (“Lightyear”). Genstar, Lightyear and their affiliates do not have any role in the Adviser’s investment process related to the management of client assets. Advisory Services and Client Types This Brochure generally includes information about the Adviser and the Adviser’s relationship with clients. While much of this Brochure applies to all such clients, certain information included herein applies to specific clients only. The Adviser provides discretionary investment advisory and other services, directly and indirectly, to private investment funds and co-investment vehicles, including partnerships and companies (collectively referred to as the “Private Funds”), along with administrative, risk management, research support, and other investment support services to certain Private Funds. The Adviser provides advisory services to an investment management company that is registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Registered Fund” and, collectively, with the Private Funds, “Funds”). The Adviser provides to certain clients – including foundations, endowments, corporations, pension plans, other institutions and high net worth individuals (collectively referred to as the “Advisory Clients”) – outsourced chief investment officer (“OCIO”) related investment advisory services. The Adviser monitors such accounts periodically as part of its standard services and manages these accounts on a discretionary basis. The Funds, Advisory Clients and any other person to which the Adviser furnishes investment advisory services are collectively referred to in this Brochure as “Clients.” Persons and entities that invest in the Private Funds or the Registered Fund are referred to in this Brochure as “Investors.” With respect to the Private Funds and the Registered Fund, the Adviser provides 4  investment advice and other services directly to the Funds and not individually to the investors in such Funds. Certain Investors may also be Advisory Clients or investment advisory clients of the Adviser’s affiliates. Types of Services Offered The Adviser provides investment advice with respect to a broad range of domestic and foreign financial securities and instruments and other assets in a variety of forms. The Adviser currently manages client accounts on a discretionary basis. The Adviser may provide limited non- discretionary advisory services for Advisory Clients and may provide additional non-discretionary advisory services in the future. The Adviser offers advice with respect to, without limitation: (1) equity securities, including exchange-listed and over-the-counter securities, of both domestic and foreign issuers; (2) warrants; (3) corporate debt securities; (4) commercial paper; (5) municipal securities, (6) investment company securities and variable annuities; (7) United States government securities; (8) options contracts on securities and commodities; (9) futures contracts on securities and commodities; and (10) interests in partnerships and other forms of entities, including those investing in and developing real estate, oil and gas, and other energy-focused interests. lending, partnerships, intellectual property, project The Adviser also provides or, to the extent not currently provided, may provide investment advice with respect to the following, without limitation: foreign currencies; foreign currency forward contracts; foreign currency futures and related options; options on foreign currencies; repurchase agreements; reverse repurchase agreements; forward commitments; swap contracts and derivatives of all types; loan participations and assignments; index and other structured notes; investment companies of all types (including exchange traded funds (“ETFs”) and notes, registered investment companies, business development companies, collective investment schemes and unit investment trusts); contingent value rights; depository receipts; sovereign debt instruments; asset-backed securities; structured finance securities; distressed corporate bonds; bank debt; mezzanine debt; convertible securities; trade receivables; private investment vehicles, including, but not limited to, hedge funds, private equity funds and special purpose vehicles; secured and unsecured loans; commercial and consumer receivables; leases; litigation and arbitration claims; leveraged loans; property and casualty insurance; and interests in, or related finance, to, equipment, commodity infrastructure, trade finance, and commercial and residential mortgage asset classes. Other types of investments with respect to which the Adviser provides or, to the extent not currently provided, may provide investment advice include ownership of real (directly and indirectly) and personal property, corporate and personal obligations or contracts (in cash or synthetic structures); equipment trust certificates, private trust certificates, and other trust certificates; investments in residential value insurance; joint ventures; investments in or involving loan servicing operations, among others; secondary transactions and direct co-investments or co-investments via a commingled investment vehicle. Clients may ask the Adviser to, and the Adviser may, provide investment advice and other services with respect to other investment securities and instruments as is consistent with each respective Client’s investment objective. Customization The IMAs and, as applicable, offering documents for any Client generally set out the investment guidelines, restrictions and/or types of investments in which the Client’s assets may or may not, as applicable, be invested. The Adviser also may be permitted to invest Client assets in all other types of investments, provided they are not specifically prohibited by the applicable investment 5  guidelines or other restrictions, such as applicable law. For Advisory Clients, advisory services are tailored to the individual needs, investment objective and guidelines of each such Client. Wrap Fee Program The Adviser does not participate in any wrap fee programs. ASSETS UNDER MANAGEMENT As of December 31, 2024, the Adviser has approximately $17,346,700,000 of client regulatory assets under management on a discretionary basis, and $0 assets managed on a non- discretionary basis. As of December 31, 2024, the parent company of the Adviser, Cerity Partners and its affiliates (including the Adviser) advise on $126,887,323,564 in client assets. This includes assets for which Cerity Partners and its affiliates provide recommendations and investment implementation, as well as those assets for which Cerity Partners and its affiliates provide recommendations and comprehensive reporting but not implementation of investment recommendations. As of December 31, 2024, Cerity Partners and its affiliates manage $104,674,849,898 in client assets on a discretionary basis and $18,173,843,153 in client assets on a non-discretionary basis. 6  Item 5 – Fees and Compensation ADVISORY FEES AND COMPENSATION The Adviser's fees for advisory services vary among its Clients. The fees applicable to each Private Fund are set forth in detail in each Private Fund's offering documents. The Adviser, or an affiliate of the Adviser, receives performance-based compensation from certain Clients. The fees applicable to each Advisory Client are set forth in detail in each Advisory Client’s IMA. A summary of such fees is provided below. The Adviser generally receives a fee for investment management services (the "Management Fees"). The Adviser’s management fees may vary depending upon factors such as, the type of account or Client, the asset classes being managed, the amount of assets being managed, the investment horizon or time period associated with the assets being managed, the level of services and the investment strategies being employed by the Adviser. The Adviser’s management fees generally are asset-based and calculated at an annual rate as a percentage of the value of the assets managed by the Adviser. Management fees are typically paid by deducting the fee from the applicable account, alternately Clients may pay their fees directly from an external account after the receipt of an invoice. Management fees typically are up to 0.75% per annum of the assets managed by the Adviser for a particular Client and payable monthly or quarterly or in arrears or in advance. The timing of a payment may differ depending on an account's arrangement and underlying investments. Management fees will vary depending on a number of factors. Further, management fees may be negotiated, and may be payable more or less frequently depending on the Client and the arrangement. The amount of the management fee is usually prorated for periods of less than a full billing period. The Adviser (or its affiliates) receives performance-based compensation from certain clients for its advisory services. See Item 6 for additional details. Such performance-based compensation may be calculated in several different ways depending on the nature of the Client’s strategy, and may include factors related to performance benchmarks and performance hurdles, high water marks (or lack thereof). Depending on the nature of the arrangement, fees may be assessed on unrealized appreciation. Performance-based compensation can be up to 5.00% of realized and unrealized net profits allocated to each Client’s (or Investor’s) account in accordance with the agreed payment schedules or as otherwise stated in the applicable constituent documents. Performance-based compensation, depending on, among other things, the strategy, may or may not be subject to preferred return hurdles, catch-up allocations, clawbacks and/or loss recovery provisions, sometimes referred to as a “high water mark.” Performance-based compensation is typically paid or made (as applicable) directly to the Adviser or an affiliate of the Adviser by the applicable Client (or Investor) or by deducting the fee from the applicable account. To the extent that the Adviser charges performance-based compensation, such performance-based compensation will comply with the requirements of Section 205 and Rule 205-3 under the Advisers Act and such other provisions as are applicable, including but not limited to the 1940 Act. With respect to certain Clients, the Adviser may enter into fee-sharing or other similar arrangements with other advisers or other parties, such as affiliates of the Adviser. 7  The management fees and the performance-based compensation that the Adviser (or its affiliates) will receive may not have been established on the basis of an arm’s-length negotiation between the Client and the Adviser (or its affiliates). Moreover, with respect to funds-of-funds strategies, the management fees and performance-based compensation received by the managers of the underlying funds (regardless of type, e.g., private funds, mutual funds, ETFs) in which a Client invests may not have been established in an arm’s-length negotiation between such managers and the respective funds. For example, certain Clients invest in underlying private funds, the affiliated managers of which receive management fees and performance-based compensation that may not have been negotiated in an arm’s-length negotiation. The Adviser may agree to different fees or allocations, including performance-based compensation with respect to a Client, and each Client is expected to indirectly bear performance- based compensation with respect to investments in applicable issuers. The Adviser (and its affiliates, as applicable) reduces or waives management fees, performance- based compensation and/or certain expenses for certain investors, including affiliates of the Adviser and current or former employees or partners of the Adviser and/or its affiliates (including members of the applicable investment team and/or their families or family-related investment entities) and strategic investors of affiliates of the Adviser, investors holding founder interests in the Adviser’s Private Funds and certain investors in multi-strategy vehicles that the Adviser may sponsor. The Adviser’s IMAs generally provide that the Client and/or the Adviser may terminate the contract upon proper advance notice to the other party. As permitted by applicable law, the terms of IMAs, including fee schedules, terms of payments, performance fees, and termination provisions, are generally negotiated and will vary. Clients invested in certain asset class portfolios of a Private Fund managed by the Adviser will continue to pay the Adviser management and/or performance fees in connection with those investments after terminating the Adviser’s investment management services. Such management and/or performance fees will continue to be paid until the final disposition of the investment in these portfolios of a Private Fund. Such management and/or performance fees may be negotiated or may be standard fees associated with the Private Fund. The Adviser may charge fees for special projects, consulting services and/or other ad hoc assignments. Any such fees are reflected in an IMA or similar document. Payment of Fees Fees and compensation paid to the Adviser or its affiliates by the Funds or Advisory Clients are generally deducted from the assets of such clients, but certain Advisory Clients may pay their fee based on an invoice directly from an account not managed by the Adviser. Management Fees for Funds are generally deducted on a monthly basis and for Advisory Clients generally paid or deducted quarterly in advance or in arrears. Performance compensation for Clients is generally deducted on an annual basis, however the frequency of fee payment may depend on the structure, negotiated payment terms and underlying investments of a Client’s account. Additional Compensation and Conflicts of Interest Neither the Adviser nor any of its supervised persons accepts compensation for the sale of securities (e.g., brokerage commissions) or other investment products. The Adviser’s affiliates and their supervised persons may, where consistent with applicable law and regulation, receive compensation for the sale of securities, the distribution of financial and insurance products, and the investment management and other services provided to such affiliates’ clients. 8  EXPENSES There are several categories of expenses that are allocated to and among Clients, as discussed below. Fund Organizational and Operational Expenses. These are expenses that are related to the organization and operation of Funds. Examples of organizational expenses are legal, accounting, and filing expenses incurred in connection with organizing and establishing any Fund and any related general partner, and the marketing and offering of interests in such Fund, including commissions, costs, fees, and expenses of any placement agent or finder and legal, accounting, filing, capital raising, travel and accommodation, printing and other similar costs, fees, and expenses. The Adviser and its affiliates compensate third parties, including brokers, placement agents and other promoters, in connection with the solicitation of certain prospective Clients and Investors. Such referral fees may be a percentage of such Client’s assets under management, management fees and/or performance-based compensation earned by the Adviser (or its affiliates), or any other fee arrangement agreed to by the Adviser (or its affiliate) and such third party. To the extent applicable, such arrangements will conform to Rule 206(4)-1 under the Advisers Act. Examples of operational expenses include brokerage commissions, placement fees relating to investments and similar expenses, expenses related to short sales, clearing and settlement charges, custodial fees, interest expenses, servicing, syndication, the costs of third-party compliance products and services, costs of third-party securities lists or other third parties in connection with monitoring client guidelines and restrictions, the costs and expenses incurred in connection with any indebtedness, including, without limitation, the costs of establishing such indebtedness, the costs of monitoring compliance therewith (including, without limitation, the costs of any computer software used for such purposes) and other fees and compensation, investment related travel expenses and professional fees relating to investments including, without limitation, consultants’ fees, legal fees, and fees and expenses for operational due diligence. See Item 12 for additional information relating to Brokerage. The Adviser, or its affiliates, may perform some or all of such functions in-house generally if it believes it can provide such services more effectively and at a cost comparable to prevailing market rates for such services. The Adviser may also provide services in connection with each Fund’s ongoing operations (including, without limitation, legal, administrative, accounting, tax, valuation, audit, and insurance expenses of each such entity, as well as compensation and overhead expenses related to the Legal and Compliance Department of the Adviser or its affiliates to the extent allocable to any such entity). The fees described above would be in addition to the Management Fee and generally subject to a cap. Each Client and Investor must review the applicable registration statements, offering memoranda and IMAs, among other documents, for a fuller discussion and understanding of all the fees, expenses, and other compensation the Adviser and other parties may obtain or receive from, or in connection with, Clients and Investors. Clients incur other fees and charges imposed by brokers and other third parties, such as but not limited to wire transfer fees and other taxes and fees on brokerage accounts and investment transactions. The Adviser also may decide to hire external service providers to assist in certain functions, such as administration, valuation, and proxy voting services, whose expenses may be charged to the relevant Clients or pro rata across applicable Clients. Operational expenses also include taxes and any interest, penalties, or expenses relating to any taxes and any tax proceedings, and extraordinary expenses, such as litigation expenses. 9  The Adviser at times negotiates expense reimbursements with certain Clients such that the Client reimburses the Adviser for certain documented out-of-pocket expenses. Such negotiations are done on a case-by-case basis. Reimbursements are not necessarily negotiated with respect to all Client accounts. Sourcing and Diligence Expenses. These are expenses that relate more generally to investment sourcing and diligence for a particular investment strategy as well as investment-related travel expenses and professional fees relating to investments and costs and expenses of research and technology including statistical and market data, conferences, software, and software consulting. Sourcing and diligence expenses may include those expenses incurred with respect to the pursuit of investments that are never actually consummated. Examples of such expenses include fees and expenses of any legal, financial, accounting, investment and operational due diligence, and travel expenses for investments that are not consummated. Expense Allocation The Adviser allocates expenses among Clients based on the nature of the expenses. “Fund Organizational and Operational Expenses” generally are charged to the Client to which they relate. “Sourcing and Diligence Expenses” are generally attributable to the Clients that invest in a given strategy. If a transaction is consummated such expenses will typically be borne by the relevant investment vehicle through which the investment is made and a portion of these expenses may be borne by the applicable Client making the investment. If a transaction is not consummated, the allocation of such “broken deal” costs will be in accordance with the proposed allocation for the investment had it been made, or as otherwise agreed with the Client. Please see Items 6 and 12 for a discussion of the allocation of investment opportunities. Adviser may allocate such costs and other expenses on a pro rata or different basis across the Funds, the relevant General Partner, other investment vehicles, accounts, related entities and clients of affiliates depending on the circumstances or pursuant to the terms of the applicable client agreement. The Adviser intends to generally allocate partnership expenses on a pro rata basis based on capital commitments, invested capital or available capital, as applicable, but may in certain circumstances allocate such expenses in a different manner if the Adviser determines in good faith that doing so is more equitable or appropriate under the circumstances. This may result in such Fund or client bearing a portion of certain partnership expenses and/or organizational expenses that are not directly connected to such Fund or client and its activities. For example, certain expenses may be incurred by or on behalf of a Fund and other clients and will be allocated among such Fund and other clients by the Adviser in its good faith reasonable discretion, including, in the case of travel, based on estimated time spent with respect to the business of the Funds and other clients. The Adviser will make such expense allocation judgments in its fair and reasonable discretion, notwithstanding its interest in the outcome, and may make corrective allocations should, based on periodic reviews, it determine that such corrections are necessary or advisable. There can be no assurance that a different manner of allocation would not result in the Funds or a client bearing less (or more) expenses. 10  Item 6 – Performance-Based Fees and Side-By-Side Management As generally described in Item 5, the Adviser, or an affiliate of the Adviser, receives performance- based compensation from certain clients (which may take the form of an incentive allocation, incentive fee, carried interest or other fees) in addition to management fees. The Adviser (or its affiliate(s)) may agree to different performance-based compensation with respect to Clients or with respect to an investor or investors in a Client, and a Client also may bear performance-based compensation with respect to its investments in certain underlying issuers (in the case of a fund-of-funds strategy, for example). The Adviser may not receive performance-based compensation when advising certain Clients. The existence of performance- based compensation for certain Clients and not others creates a potential incentive for the Adviser or a manager of an issuer in which a Client invests to make more speculative or riskier investments than it would otherwise make in the absence of such performance-based compensation. In addition, the fact that the Adviser has varying compensation arrangements among Clients that are managed in a substantially similar fashion could lead to conflicts of interest if the Adviser is viewed as being incentivized to manage such Clients differently due to such different compensation arrangements. The Adviser sponsors or manages multiple Funds, some of which have objectives that are similar to, or which overlap with, those of other Clients. Additionally, the Adviser and its affiliates typically own interests in the Private Funds. In certain circumstances, particularly when the Adviser sponsors a new Private Fund, such new Private Fund may be wholly or majority owned by the Adviser and/or its affiliates. The Adviser may give advice and recommend securities to Clients which differs or conflicts with advice given to, or securities recommended or bought for, other Clients, even though the investment objectives of the respective Clients are the same or similar. There may be certain situations in which a Client has a specific geographical, sector or strategy focus, or situations where an agreement exists with another Client, such that investment opportunities that may be appropriate for one Client are first referred to and/or allocated to another Client, with any remaining portions allocated to other Clients, as appropriate. Client accounts that receive investment opportunities in priority to other Clients may have been initially seeded by the Adviser or its affiliates, and, at the time of a referral or priority allocation, may, to the extent there has been only limited investment by third-party investors, remain wholly or principally owned by the Adviser or its affiliates. If a Client does not receive an investment opportunity, it will not benefit from, and will have no right to profits arising out of, investments made by Clients that did receive the investment opportunity. As described generally in Item 12 below, the Adviser seeks to allocate investment opportunities fairly and equitably over time across Clients to the extent such opportunities are appropriate for such Clients. In addition, the Adviser has adopted specific allocation policies and procedures for certain types of investment opportunities and strategies, follow-on investments and certain investment opportunities that have been sourced by, or offered to, the Adviser’s investment teams responsible for the Private Funds offered by the Adviser, each of which seeks to allocate such investment opportunities on a fair and equitable basis among the Clients over time. In addition, the Adviser or its affiliates, because of differing investment objectives, different investment teams, or other factors, may cause a Client to take investment positions that are different from or adverse to those taken by another Client, including positions contrary to those held by such other Client or senior or junior to those held by such other Client. To the extent that 11  a Client holds interests that are different from (or more senior or junior to) those held by another Client, the Adviser, and its affiliates may be presented with decisions involving circumstances where the interests of one Client conflict with those of another Client, including with respect to the operation of a company, the expected returns for the investment and the timeframe for and method of exiting the investment. Furthermore, it is possible that (in a bankruptcy proceeding or otherwise) a Client’s interest may be subordinated or otherwise adversely affected relative to another Client or otherwise by virtue of such Client’s involvement and actions relating to its investment. For example, a Client that is a debt holder of a company may be better served by the company’s liquidation, in which case it may be paid in full, whereas a Client that is an equity holder of a company may prefer a reorganization that could create value for the Client and other equity holders. The Adviser may have varying compensation arrangements among Clients that could incentivize the Adviser to manage such Clients differently. There will be no obligation to purchase, sell or exchange any security or financial instrument for a Client if the Adviser or its affiliates believe in good faith when the investment decision is made that such transaction or investment would be unsuitable, impractical or undesirable for the particular Client. In allocating investment opportunities among Clients, the Adviser or its affiliates may consider factors including, among other things, the relative amounts of capital available for new investments and the investment programs and portfolio positions of the Client and such other Clients and investment vehicles. However, situations may arise in which the activities of the Adviser or its affiliates may be disadvantageous to a Client, such as the inability of the market to fully absorb orders for the purchase or sale of particular investments placed by the Adviser for a Client and other Clients or at prices and in quantities which may be obtainable if the same were being placed only for the Client. Sometimes, following an investment by a Client, the Adviser has the opportunity to make an additional or follow-on investment in the same portfolio company or a related company. Occasionally, rather than allocate these additional or follow-on investment opportunities to the Client(s) that made the original investment, the Adviser may allocate the opportunity differently, including but not limited to (i) allocating amongst other Clients (including clients that may be wholly or principally owned by the Adviser or its affiliates) and one or more strategic investors (which may include third parties and/or Fund investors) or (ii) opting not to allocate to, or to allocate less than would be available to, the Client(s) that made the original investment. Typically, the Adviser makes these allocations in circumstances where the additional investment opportunity or follow- on investment could not, because of available capital, the expected holding period of the investment, risk limits, size, tax considerations, concentration or other reasons, be allocated in the same manner as the original investment to which it relates. Such allocation determinations may result in excess capacity for such investment opportunities being made available to Adviser’s affiliates and their clients. Additional investment opportunities and follow-on investments may be more or less profitable than the original investment to which they relate. From time-to-time, a Client makes commitments to provide capital for investments at a certain date in the future. At the time any such investment requires funding, the Adviser may allocate the investment opportunity among such Client, other Clients eligible to participate in the investment (including other Clients that may be wholly or principally owned by the Adviser or its affiliates), one or more strategic investors, management of a portfolio company and/or co-investors (which may include third parties and/or Fund investors), in such proportions as determined by the Adviser in its discretion, taking into account such factors as the Adviser determines appropriate based on the relevant facts and circumstances, as further described in Item 10 below. In addition, the Client and its affiliates may establish investment vehicles to facilitate Clients’ investment in certain opportunities. To the extent that any other Clients make an initial investment in or increase their investment in such an investment vehicle, such investment will dilute the existing interest holders 12  (and the underlying investments therein) unless the Adviser determines to increase the other interest holders’ commitment to the platform on a proportionate basis. Accordingly, Clients may be disadvantaged if the Adviser allocates profitable opportunities away from them or if the Adviser allocates unprofitable opportunities to them. As described generally in Item 11 below, there may be situations in which one Client (or affiliate of a Client) makes or otherwise acquires an investment that is later sold to another Client. Such transactions are referred to as “Internal Cross Transactions.” The Client making the initial investment will bear the investment risk related to the investment if and until an Internal Cross Transaction is effected with another Client. The Client making the initial investment may be paid interest or other compensation from the Client purchasing the investment in such circumstances if believed to be necessary and appropriate by the Adviser. The portfolio strategies the Adviser and its affiliates use for certain Clients could conflict with the transactions and strategies the Adviser employs in managing other Clients and may affect the prices and availability of the securities and other financial instruments in which Clients invest. For example, the use of overlay strategies, which include currency hedging, securities hedging or other hedging, trading, asset allocation and derivative strategies designed to increase, decrease or otherwise modify the exposure of a Client’s holdings to particular strategies, may result in investments for certain Clients that are contrary (economically or otherwise) to the investment positions taken by the Adviser on behalf of another Client and may result in higher or lower returns and greater or less downside or other risk for a Client. Although an investment team pursues overlay strategies with respect to a particular Client, any such overlay strategies are likely to differ, potentially significantly, from the overlay strategies (if any) employed with respect to another Client. Client investments may include investments in vehicles that are directly or indirectly affiliated with the Adviser, such as the Private Funds. The Client bears management fees and performance fees that are paid to, or performance allocations that are made to, the managers, general partners or members of such affiliates. The Adviser will endeavor to make investment decisions for the benefit of the Client in good faith and to treat each of the Funds and all of its Clients in a fair and equitable manner over time. There can be no assurance, however, that certain investment decisions made for a Client or any other Fund will not adversely affect other Funds or Clients, even if such investment decisions are made in good faith. 13  Item 7 – Types of Clients As described in Item 4, the Adviser furnishes discretionary investment advisory and other services, directly and indirectly, to the Funds, Advisory Clients and other persons (as previously noted, collectively referred to in this Brochure as “Clients”). Advisory Clients may include, among others, foundations, endowments, corporations, pension plans, other institutions and high-net- worth individuals. Persons and entities that invest in the Funds are referred to herein as “Investors”, as previously noted. Investors may include individuals, pension and profit-sharing plans, funds-of-funds, sovereign wealth funds, insurance and financial institutions, family offices, union plans, trusts, endowments, foundations, charitable organizations, corporations, state governmental entities and other types of entities. With respect to the Funds, investment advice and other services are provided directly to the Funds, and not individually to any of the investors in the Funds. Certain Investors may also be Advisory Clients or investment advisory clients of the Adviser’s affiliates. The minimum investment for a Client or an Investor generally will be determined by the Adviser, or the General Partner, managing member and/or board of directors, as applicable, of the Client and will generally be set out in the offering documents and/or investment management or other agreements. Such minimum investment amounts may be waived by the Adviser, General Partner, managing member, or board of directors, as applicable, if permissible under relevant law. Minimum investment amounts generally are negotiated on a case-by-case basis with a Client or an Investor. 14  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss METHODS OF ANALYSIS Investment ideas are usually generated internally, through research and analysis, and are based primarily upon the research and analytical experience and expertise of each of the investment and other professionals that supervise and review the applicable accounts. The Adviser may obtain information regarding investment opportunities through industry participants, broker- dealers, and business and other relationships. The Adviser may, from time to time, engage the services of affiliates as well as consultants and third parties to provide investment ideas, source potential investments, or gather further research or information. The Adviser’s investment analysis methods may include, depending upon the investment strategy and circumstances, charting, fundamental, technical, and cyclical methods. In addition, the Adviser’s methods of analysis may include quantitative and computer-aided analysis of investments and market attributes, and computer application of models applying proprietary evaluation criteria to investments, among others. The Adviser also may use risk-generated analysis and reports or other such information as it believes is advisable in connection with its investment strategies. INVESTMENT STRATEGIES In providing such services, the Adviser employs a variety of investment strategies for its Clients. The investment strategies used to implement any investment advice given to Clients include long term purchases (investments held at least a year), short term purchases (investments sold within a year), trading (securities or other investments sold within 30 days), short sales, margin transactions, options writing, including covered options, uncovered options, or spreading strategies, and all types of derivative transactions, among others. The descriptions set forth in this Brochure of specific advisory services that the Adviser offers to its Clients, and the investment strategies pursued and investments made by the Adviser on behalf of its Clients, should not be understood to limit in any way the Adviser’s investment activities. The Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that it considers appropriate, subject to each Client's investment objectives and guidelines and applicable laws and regulations. The investment strategies the Adviser pursues are speculative and entail substantial risks, including risks associated with price volatility and potential for principal loss. The Client can realize substantial losses, rather than gains, from some or all of the strategies described herein. Clients should be prepared to bear a substantial loss of their invested capital for an indefinite period. There can be no assurance that the investment objectives of any Client will be achieved. The Adviser’s investment decisions and advice with respect to each Client will be subject to each Client's investment objectives and guidelines, as set forth in its respective offering documents or IMA. Comprehensive Solutions Strategy The investment objective of this strategy is to earn a long-term rate of return that exceeds various benchmarks by creating an investment portfolio that generally is (i) broadly diversified by asset class and geography and (ii) suited to hold a significant portion of a Client’s investment assets. The Adviser will typically make investments through the following primary means: (i) allocations to asset class- or investment-specific funds-of-funds managed by the Adviser or its affiliates (the 15  “Fund of Funds Investments”) that in turn invest in Externally Managed Investments, (ii) investments in pooled investment vehicles or separately managed accounts advised by third- party, unaffiliated investment advisers (such investments, “Externally Managed Investments” and such advisers, “External Managers”), (iii) long and short positions in various financial instruments including, but not limited to, swaps, ETFs, options, index contracts, futures, forwards and other securities, derivatives or financial instruments (collectively, “Overlay Investments”) or public or private equity and debt (including through transactions known as “co-investments”) and (iv) other investments including, but not limited to, investments in short-term cash investment funds. The Adviser generally provides discretionary investment advice to Clients as described in Item 7. The Adviser also may manage one or more asset-class based sleeves of a Client’s assets rather than an entire, diversified portfolio. Certain Clients advised by the Adviser provide the Adviser with investment restrictions for underlying investments. Such restrictions may include, but not be limited to, direct or indirect investments in the securities of companies involved in tobacco, firearms or other weapons, fossil fuels, liquor, gambling, adult entertainment, and certain healthcare sectors or sub-sectors. In order to address these restrictions, as well as to incorporate economic, racial, gender, and climate considerations in a Client’s investment portfolio as directed by a Client, the Adviser may, among other things, implement environmental, social, and governance (“ESG”) and/or impact metrics. The Adviser monitors these investment restrictions and ESG factors on a regular basis. Fund of Funds Investments and Externally Managed Investments will be used to implement strategic allocations across various asset classes for Clients, including absolute return, global fixed income, global equities, real assets, private capital, ESG, and other strategies that may be offered from time to time. Overlay Investments will generally be employed to reduce or magnify particular exposures, for tactical positioning and to achieve risk management targets. The Comprehensive Solutions strategy currently is implemented via allocations to one or more of the following investment strategies. The Adviser in its discretion may add or modify existing investment strategies in the Comprehensive Solutions strategy at any time: Absolute Return Strategy This strategy’s investment objective is to outperform over a full market cycle on a net basis the HFRI Fund of Funds Composite Index by investing in a diversified portfolio of investment strategies that either individually, or collectively reflect an absolute-return oriented approach through investments in strategies such as, without limitation, event driven, risk arbitrage, long/short equity, capital structure arbitrage, fixed income arbitrage, convertible arbitrage, distressed debt, global macro and multi-strategy. Global Fixed Income Strategy This strategy’s investment objective is to outperform over a full market cycle on a net basis the total return of the Bloomberg Global Aggregate Bond Index by investing in a diversified portfolio of primarily fixed income securities from developed and emerging markets around the world. Global Equities Strategy This strategy’s investment objective is to outperform over a full market cycle on a net basis the MSCI All Country World Total Return Net Index by investing in a diversified portfolio of primarily equity-oriented securities from developed and emerging markets around the world. 16  Liquid Real Assets Strategy This strategy’s investment objective is to earn a rate of return over a full market cycle that provides protection against long-term inflation by investing in a diversified portfolio of publicly-traded liquid real assets and/or strategies related to publicly-traded assets including, but not limited to, real estate and related assets (including real estate investment trusts, or “REITs”), commodities, energy-related assets, timber, infrastructure and inflation-linked financial assets such as U.S. Treasury Inflation Protection Securities (TIPS). The strategy seeks to outperform on a net basis an equal-weighted blend of the FTSE EPRA/NAREIT Developed Index, the Bloomberg Commodity Index (Total Return), and the Bloomberg U.S. TIPS Index. Private Real Assets Strategy This strategy’s investment objective is to generate long-term net returns that provide protection against long-term inflation by investing in a diversified portfolio of illiquid categories of real assets, such as real estate, energy, agriculture, metals and mining, infrastructure, and other tangible hard assets, including co-investments effected either directly or through a dedicated commingled vehicle. The Private Real Assets strategy seeks to provide a premium return relative to an equal- weighted blend of the FTSE EPRA/NAREIT Developed Index, the Bloomberg Commodity Index (Total Return), and the Bloomberg U.S. TIPS Index. Externally Managed Investments in the Private Real Assets strategy are expected to be illiquid. Private Capital Strategy This strategy’s investment objective is to generate long-term net returns that exceed the public equity market returns (as measured by the MSCI All Country World Total Return Net Index) by investing in a diversified portfolio of buyout, growth equity, venture capital, distressed debt, and other private capital investments, including secondaries strategies and co-investments effected either directly or through a dedicated commingled vehicle. Externally Managed Investments in the Private Capital strategy are expected to be illiquid. Global ESG Integration Strategy The investment objective of this strategy is to outperform on a net basis the MSCI All Country World Total Return Net Index, by investing in a diversified portfolio of primarily equity-oriented securities from developed and emerging markets around the world that generally incorporate fossil fuel reserves divestment. The strategy will also incorporate a range of ESG factors determined by the Adviser in its discretion through the underlying investment mandates. The ESG factors may change over time at the Adviser’s discretion. GENERAL RISKS Investing involves substantial risks, including the risk of total loss of capital, and may not be suitable for all Clients and/or Investors. Different investment strategies are subject to different types and degrees of risk and existing and prospective Clients and Investors should become familiar with the risks associated with the particular investment strategy they intend to invest in. Interests in any Fund or strategy likely will be very illiquid and Investors should be able to bear the financial risks of an investment for an indefinite period of time. There is no secondary market for interests in certain Funds, such as the Private Funds, and none is expected to develop. For certain strategies, a Fund or other Client will hold investments and conduct certain activities through investment vehicles or separately managed accounts managed by external investment advisers. All references in this Brochure to investments also refer, as the context requires, to 17  investments by such externally managed vehicles or accounts. References in this section to actions taken or investments made by a “Client” should be understood to mean, as context requires, that such actions may be taken or investments made by the Adviser or its affiliates or external investment advisers acting on behalf of a Client. In addition to the more detailed risks discussed below, prospective Clients and Investors should be aware of the following general risks: • The Adviser’s strategies are speculative and involve a high degree of risk. • A Client’s investments may be leveraged. • The investment performance of a Client can be volatile. • An investor could lose all or a substantial amount of his or her investment. • There will be restrictions on transferring interests in a Fund. • High fees and expenses will impact a Client’s trading profits, if any. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by the Adviser. These risk factors include only those risks the Adviser believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Adviser. While all Clients and Investors are encouraged to review the disclosures in this Item, not all risk factors or portions thereof may be applicable to a particular Client’s investment strategy. RISKS RELATED TO EXTERNALLY MANAGED INVESTMENTS Certain strategies are primarily implemented via Externally Managed Investments. Clients and/or Investors in such strategies should take note of the risks described below. Clients Do Not Participate in the Management of Externally Managed Investments A Client may have no or limited rights and ability to participate in the management or control of Externally Managed Investments and thus must rely substantially upon the ability of the External Managers with respect thereto and with respect to making and monitoring investments. There is no guarantee that the External Managers will act in accordance with any disclosure documents or descriptive materials given by them to the Client. In addition, the Clients will generally not have an opportunity to evaluate the specific investments made by any External Manager or the terms of such investments. Lack of Coordination Among Investments No assurance can be given that the collective performance of the Externally Managed Investments will result in profitable returns for the Client. The good performance achieved by one or more Externally Managed Investments may be neutralized by the poor performance experienced by other Externally Managed Investments. The Externally Managed Investments may invest independently of one another and may, at times, hold economically offsetting positions. Consequently, at any particular time, an Externally Managed Investment may be purchasing interests in an issuer that, at the same time, are being sold by another Externally Managed Investment. Operational Risk The Externally Managed Investments depend on the External Managers to develop the appropriate systems and procedures to control operational risk. These systems and procedures 18  may not account for every actual or potential disruption of the Externally Managed Investments’ operations. The Externally Managed Investments’ business is dynamic and complex. As a result, certain operational risks are intrinsic to their operations and business, especially given the volume, diversity and complexity of transactions that the Externally Managed Investments are expected to enter into. The business of the Externally Managed Investments is dependent on their ability to process, on a regular basis, transactions across numerous and diverse markets. Consequently, they rely on their financial, accounting and other data processing systems. The ability of their systems to accommodate an increasing volume, diversity and complexity of transactions could also constrain their ability to properly manage their portfolio. Systemic failures in the systems employed by the Externally Managed Investments and their prime brokers, administrators and/or counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. These and other similar disruptions in the operations of the Externally Managed Investments may cause the Externally Managed Investments to suffer, among other things, financial loss, disruption of their businesses, liability to third parties, regulatory intervention or reputational damage. Market Disruptions In addition to the general risk of loss inherent in investing in each of the markets in which the Externally Managed Investments may commit capital, the Externally Managed Investments may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships (on which the External Managers may base a number of their trading positions) become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. Some of the markets in which the Externally Managed Investments may invest, such as the markets of developing countries, have historically been susceptible to periodic market disruptions. Reliance on Third-Party Fund Management A Client may invest in Externally Managed Investments managed by External Managers who are unrelated to the Adviser and its affiliates and, directly or indirectly, in investments selected by such unrelated External Managers. In such case, the success of the Client depends upon the ability of the External Managers to develop and implement strategies that achieve the Client’s investment objective. Although the Adviser will attempt to evaluate each Externally Managed Investment based on criteria such as its investment strategy and past performance as well as past performance of its External Manager with respect to other investment products, past performance may not be a reliable indicator of future results. External Managers may not be registered as investment advisers with the SEC, making it more difficult for the Adviser to scrutinize such External Managers’ credentials. The Adviser will not have an active role in the day-to-day management of the Externally Managed Investments in which Clients invest. Moreover, the Adviser will not have the opportunity to evaluate the specific investments made by any unaffiliated Externally Managed Investment before they are made, and may not be able to dispose of an investment in an Externally Managed Investment if the Adviser or an investment team is dissatisfied with such Externally Managed Investment’s performance. Accordingly, the returns of a Client will depend on and could be substantially adversely affected by the performance of such unrelated External Managers. 19  Allocation to Externally Managed Investments An External Manager may offer its investment strategy through different investment vehicles, such as a separately managed account or a commingled vehicle. These investment vehicles may have different terms, such as liquidity and costs. The Adviser may allocate a Client to an investment vehicle with terms that are not as favorable as those provided by another vehicle offered by the same External Manager for the same investment strategy due to a variety of factors, including, but not limited to the anticipated size of the Client’s investment with the External Manager. In addition, External Managers may have limited capacity, including External Managers with attractive performance returns. As set forth in more detail in Sections 6 and 12 herein, the Adviser seeks to allocate investment opportunities among its clients fairly and equitably over time. Reliance on, and Retention, Motivation and Compensation of, the Investment Team of the External Managers The performance of the Externally Managed Investments is largely dependent on the talents and efforts of the individuals employed or retained as consultants by the External Managers. There can be no assurance that any particular investment professional will continue to be associated with the External Managers throughout the life of the Externally Managed Investments. The failure to attract or retain such investment professionals could have a material adverse effect on the Externally Managed Investments and their investments, including, for example, by limiting the External Managers’ ability to pursue particular investment strategies or trading strategies. Competition in the financial services industry for qualified investment professionals and other personnel is intense, and there is no guarantee that the talents of the External Managers’ investment professionals could be replaced. The success of the Externally Managed Investments depends on the External Managers’ ability to identify and willingness to provide acceptable compensation arrangements to attract, retain and motivate talented investment professionals and other personnel. Misconduct of Employees and of Third-Party Service Providers Misconduct by employees of the External Managers or by third-party service providers could cause significant losses to the Externally Managed Investments. Employee misconduct may include binding the Externally Managed Investment to transactions that exceed authorized limits or present unacceptable risks and engaging in unauthorized trading activities or concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risks or losses). Losses could also result from actions by third-party service providers, including the misappropriation of assets. In addition, employees of the External Managers and third-party service providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting the External Managers’ business prospects or future marketing activities. Although the External Managers generally will have adopted measures reasonably designed to prevent and detect employee misconduct and to provide for the selection of reliable third-party service providers, such measures may not be effective in all cases. Access to Information from External Managers The Adviser intends to request information from each External Manager regarding such External Manager’s historical performance and investment strategy, among other things. However, the Adviser may not always receive such information because certain of this information may be considered proprietary by the External Manager. An External Manager’s use of proprietary investment strategies that are not fully disclosed to the Adviser may involve risks under some 20  market conditions that are not anticipated by the Adviser. Furthermore, this lack of access to information may make it more difficult for the Adviser to select, allocate among and evaluate External Managers. Turnover The turnover rate of Externally Managed Investments’ investment portfolio may be significant, potentially involving substantial brokerage commissions and fees and other transaction costs. Restrictions on Transfer Because interests in Externally Managed Investments structured as private funds generally will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, they are subject to restrictions on transfer pursuant to such laws. In addition, while investors may make withdrawals as provided in the constituent documents of the Externally Managed Investment, no interests in such Externally Managed Investments may generally be assigned or transferred except with the prior written consent of the External Manager, which consent may be withheld for any or no reason. Potential Exposure to Claims; Non-Control Investments Although the Adviser does not intend for Clients to control the External Managers, the participation rights in the External Managers could expose the assets of certain of the Clients to claims by an External Manager, its other equity holders, and its creditors. In addition, a Client may not be in a position to limit or otherwise protect the value of its investment in an Externally Managed Investment, as an External Manager may have economic or business interests or goals that are inconsistent with those of the Client. Limitation of Liability The constituent documents of the Externally Managed Investment generally provide that the External Manager will be indemnified against and will not be liable for any loss or liability incurred in connection with the affairs of an Externally Managed Investment, generally so long as such loss or liability arises out of, relates to or is in connection with any act or omission not found to involve gross negligence or willful misconduct. Therefore, the Client may have a more limited right of action against the External Manager than the Client would have had absent these provisions in the constituent documents of the Externally Managed Investment. Investment Expenses, Management Fees, and Other Fees The investment expenses (e.g., expenses related to the investment and custody of the assets of the Externally Managed Investments, such as brokerage commissions, custodial fees, and other trading and investment charges and fees), as well as other fees and expenses (e.g., the management fee of the Underlying Funds, operating expenses) borne by the investors of the Externally Managed Investments may, in the aggregate, constitute a high percentage relative to expenses incurred by other investment entities. The investors of the Externally Managed Investments will bear these costs regardless of the profitability of the Externally Managed Investments. 21  Legal, Tax and Regulatory Risks for Private Funds Further legal, tax, and regulatory changes could occur that may adversely affect the Externally Managed Investments. The regulatory environment for private funds is evolving, and changes in regulations that impact private funds may adversely affect the value of private fund investments and may affect the Externally Managed Investments’ ability to pursue their investment strategies. In addition, the securities and futures markets are subject to comprehensive statutes, regulations, and margin requirements. The SEC, as well as other regulators, self-regulatory organizations, and exchanges, have taken various extraordinary actions in connection with historical market events and may take additional actions. The effect of any future regulatory changes on Externally Managed Investments could be substantial and adverse. Tax Risks An investment in Externally Managed Investments involves complex U.S. federal income tax considerations that may differ for each investor. The Client is urged to consult its own tax advisors with specific reference to its own situations concerning Externally Managed Investments. RISKS APPLICABLE TO VARIOUS STRATEGIES Investment Activities Each of the Adviser’s strategies involves a significant degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation can be made that any investment program will be successful, that an investment objective will be achieved or that there will be any return of capital to investors. The strategies may involve the active trading of securities and other financial instruments using investment techniques with significant risk characteristics, including risks arising from the volatility of the global equity, currency, and fixed income markets, the risks of short sales, the risks of leverage, the potential illiquidity of derivative instruments, the risk of loss from counterparty defaults and the risk of borrowing to meet redemption or withdrawal requests. The investment programs implementing a particular strategy may use such investment techniques such as margin transactions, option transactions, swap and other derivative transactions, short sales, and forward and futures contracts, which practices involve substantial volatility and can, in certain circumstances, substantially increase the adverse impact to which a Client may be subject. In addition, the performance of the investments is subject to numerous factors that are neither within the control of nor predictable by the Adviser. Such factors include a wide range of economic, political, competitive, and other conditions (including the following: acts of terrorism and war; natural disasters; and public health crises, including the occurrence of a contagious disease) 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 a strategy to realize profits. As a result of the nature of the investing activities, it is possible that the financial performance of a strategy may fluctuate substantially from period to period. The performance of the Adviser’s strategies is largely dependent on the talents and efforts of the individuals employed by the Adviser. There can be no assurance that any particular investment professional will continue to be associated with the Adviser and the failure to attract or retain such investment professionals could have a material adverse effect on the Adviser’s investment strategies and business in general. 22  Lack of Diversification The implementation of a strategy may involve investments in a single issuer or limited number of issuers, industries, sectors, strategies, countries, or geographic regions. A consequence of the limited diversification may result in the concentration of risk, which, in turn, may expose a strategy to losses disproportionate to market movements and/or unfavorable performance. Limited Availability of Investment Opportunities The business of identifying and effecting investments of the types contemplated by the strategies is competitive and involves a high degree of uncertainty. Furthermore, the identification and availability of investment opportunities is difficult and generally will be subject to market conditions and competition from other investors, including funds of funds and other pooled investment vehicles as well as, in some cases, the prevailing regulatory or political climate. In addition, there is no assurance that an External Manager will permit a Client to invest in or alongside a particular Externally Managed Investment. Accordingly, there can be no assurance that the Adviser or the External Managers will be able to identify and complete attractive investments in the future or that they will be able to fully invest their available capital. Finally, there may be other funds sponsored, managed or advised by or affiliated with the Adviser that are or may be seeking investment opportunities similar to those that the Client is seeking or may be seeking, and the Adviser and such other funds have no obligation to offer any opportunities it or they may identify to the Client. Limited Liquidity of Investments The strategies generally are intended for long-term investors who can accept the risks associated with direct or indirect investments primarily in instruments that involve a high degree of financial risk and are potentially illiquid. There is no public market for the interests in certain of the Funds, such as the Private Funds, and no such market is expected to develop in the future. However, in certain circumstances, investors may, with the approval of the Adviser and/or the general partner or managing member of the applicable Client, arrange for the transfer of their interests in such Client to an investor that is, or that has underlying beneficial owners or controlling persons that are, unaffiliated with such investor through a secondary interest transaction. It is possible that the strategies will not return any of an investor’s capital, and prospective investors should not invest unless they can readily bear the consequences of such a loss. A significant portion of a Client’s assets may be directly or indirectly invested in securities and other financial instruments or obligations for which no market exists and/or which are restricted as to their transferability under federal or state securities laws in the United States and elsewhere. Such investments may be segregated from other investments. Because of the absence of any trading market for these investments, it may take longer to liquidate these positions than would be the case for publicly traded or actively brokered or syndicated investments. Although such assets may be resold in privately negotiated transactions, the prices realized on these sales could be less (including substantially less) than those originally paid. Further, companies the securities of which are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. Illiquid Securities A Client may invest in illiquid and restricted, as well as thinly traded, investments (including privately placed securities), and investors may have exposure to the performance of such investments even if they do not participate in such investments. In certain cases, there can be no assurance that these restrictions will be released or that a more efficient market will develop. 23  The market prices, if any, for such investments and financial instruments tend to be volatile and a Client may not be able to sell them at a desirable time or to realize their fair value in the event of a sale. The markets for these investments can be expected to involve wider price spreads and more sensitivity to buying and selling pressure than is found in more active markets. The sale of restricted or illiquid investments often requires more time and results in lower sale prices and higher brokerage charges or dealer discounts and other selling expenses than does the sale of investments eligible for trading on national securities exchanges or in the over-the-counter markets. These considerations may adversely affect the ability to respond in a timely manner to changes in the financial condition or prospects of the issuer of the investments or financial instrument or other factors that may affect its value and may ultimately adversely affect a Client’s return on investment in such investments and financial instruments. The Adviser or its designee values the illiquid investments in a Client’s portfolio in accordance with the Adviser’s valuation policies. Although there can be no assurance that these valuations accurately reflect the price at which an arm’s-length buyer or seller would be willing to purchase or sell the investments, these valuations are part of the calculation of the net asset value for a Client. Such net asset value is the basis on which investors invest in, or withdraw from, the Funds (as well as could be the basis for calculating management fees and/or performance-based compensation). Leverage The Adviser’s strategies may involve the use of leverage. Such leverage may take the form of loans for buying investments (e.g., margin loans) or derivative investments and instruments that are inherently leveraged, including options, futures, forward contracts, swaps and repurchase agreements. The use of leverage can substantially increase the market exposure (and market risk) to which a Client’s investment portfolio may be subject. Trading on leverage will result in interest charges or costs, which may be explicit (in the case of loans) or implicit (in the case of many derivative instruments) and, depending on the amount of leverage, such charges or costs could be substantial. The level of interest rates generally, and the rates at which a Client can leverage in particular, can affect operating results. The use of short-term margin borrowings may result in certain additional risks. For example, should the investments pledged to brokers to secure a Client’s margin accounts decline in value, such Client could be subject to a “margin call,” pursuant to which it would be required either to deposit additional funds with the broker or to suffer mandatory liquidation of the pledged investments to compensate for the decline in value. In the event of a sudden precipitous drop in the value of a Client’s assets, the Client may not be able to liquidate assets quickly enough to pay off its margin debt. In the U.S. futures markets, margin deposits typically range between 1% and 15% of the value of the futures contracts purchased or sold. In the forward, currency and certain other derivative markets, margin deposits may be even lower or may not be required at all. Such low margin deposits are indicative of the fact that any trading in these markets typically is accompanied by a high degree of leverage. Low margin deposits mean that a relatively small adverse price movement in a futures or forward contract may result in immediate and substantial losses to the investor. For example, if at the time of purchase, 10% of the price of a futures contract is deposited as margin, a 10% decrease in the price of the futures contract would, if the contract is then closed out, result in a total loss of the margin deposit before any deduction for the brokerage commission. In addition, like other leveraged investments, any purchase or sale of futures, forward or other commodity contract may result in losses in excess of the margin deposit. 24  When a Client purchases an option in the United States, there is no margin requirement because the option premium is paid for in full. The premiums for certain options traded on foreign exchanges may be paid for on margin. When a Client sells an option or a futures contract, it may be required to deposit margin in an amount that may be determined by the margin requirement established for the futures contract underlying the option and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the writing of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Whether any margin deposit will be required for over-the-counter (“OTC”) options and other OTC instruments, such as currency forwards, swaps, and certain other derivative instruments, will depend on the credit determinations and specific agreements of the parties to the transaction, which are individually negotiated. Equity Securities Some of the strategies are based on attempting to predict the future price level of different equity or equity-related securities. Numerous inter-related and difficult-to-quantify economic factors, as well as market sentiment, subjective and extraneous political, climate-related and terrorism- related factors, influence the cost of equities and equity-related securities; there can be no assurance that the Adviser or its affiliates will be able to predict future price levels correctly or at all. Directional equity and equity-related positions may be leveraged, and even comparatively minor adverse market movements can result in substantial losses. Debt Securities A Client may invest in private and government debt securities and instruments. A Client may invest in debt instruments that are unrated, and whether or not rated, the debt instruments may have speculative characteristics. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal. Such instruments are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. Control Positions Certain Clients may take control positions in issuers. The exercise of control over an issuer imposes risks of liability for environmental damage, product defects, failure to supervise management and other types of related liability. If such liabilities were to occur, the Client likely would suffer losses in such investments. Co-Investments with Third Parties A Client may co-invest with third parties through joint ventures or other entities. Such investments may involve risks not present in investments where a third party is not involved. Further, a co- venturer or partner of a Client may at any time have economic or business interests or goals which are inconsistent with those of the Client, or may be in a position to take (or block) action in a manner contrary to the Client’s investment objectives. In addition, a Client may be liable for actions of its co-venturers or partners. When a Client engages in such indirect investments, fees, including performance-based fees or allocations and/or asset-based fees, may be payable to such third parties by the Client, in addition to the management fees and other fees payable to the Adviser or its affiliates by the Client and any performance-based fees or allocation payable to the 25  Adviser or its affiliates. Such compensation arrangements would reduce the returns to participants in the investments. High Yield Securities A Client may invest in “high yield” bonds and preferred securities which are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Securities in the lower rating categories are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominately speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with the lower-rated securities, the yields and prices of such securities may tend to fluctuate more than those for higher-rated securities. The market for lower-rated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. In addition, adverse publicity and investor perceptions about lower-rated securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such lower-rated securities. Troubled Companies A Client may invest in securities of financially troubled companies or companies involved in work- outs, liquidations, reorganizations, bankruptcies and similar transactions and securities of highly leveraged companies. By their nature, these investments will involve a high degree of financial risk, and there can be no assurance that a Client’s rate of return objectives will be realized or that there will be any return of capital. Furthermore, investments in companies operating in workout modes or under Chapter 11 of the U.S. Bankruptcy Code are, in certain circumstances, subject to additional potential liabilities which may exceed the value of a Client’s original investment. For example, under certain circumstances, lenders who have inappropriately exercised control of the management and policies of a debtor may have their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to a Client and distributions by a Client may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Issuers in Bankruptcy and/or Liquidation Investments made by the Clients may be non-performing or in default, and the issuer or obligor may be forced to enter into bankruptcy or liquidation proceedings. Events within a bankruptcy case are frequently adversarial and beyond the control of creditors. While creditors generally are afforded an opportunity to object to significant actions, a bankruptcy court may approve actions that may be contrary to the interests of the Clients. Furthermore, creditors and equity holders may lose their ranking and priority when they take over management and functional operating control of a debtor. The duration of a bankruptcy cannot be estimated with any degree of certainty. Generally, no interest will be permitted to accrue during, and, therefore, return on investment may be adversely affected by, the passage of time during which a plan of reorganization of a debtor is being negotiated, approved by the creditors and confirmed by a bankruptcy court. The Adviser or External Manager, on behalf of the Clients, may seek representation on creditors’ committees, equity holders’ committees or other groups to ensure preservation or enhancement 26  of the Clients’ position as a creditor or equity holder. A member of any such committee or group may owe certain obligations generally to all parties similarly situated that the committee represents. If the Adviser or External Manager concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to the Clients, it may decide to resign from that committee or group, and the Clients may not realize the benefits, if any, of the Adviser’s or External Manager’s participation on the committee or group. In addition, if the Clients are represented on a committee or group, the Clients may be restricted or prohibited under applicable law from disposing of investments. Intellectual Property A Client may invest in intellectual property rights, such as patents, copyrights, trademarks and franchise rights. Investments in intellectual property related assets involve a high degree of business, financial, technological, regulatory and litigation risk, which can result in substantial losses. Some of these risks relate to the assets themselves, although many of the risks relate to the products utilizing these assets and to the companies that manufacture or market these products. A Client may also invest in companies or investment vehicles which own valuable intellectual property rights. The companies which own these intellectual property rights and/or manufacture and market the products related to these rights may have limited operating histories, or insufficient management or marketing personnel. Additionally, a Client may invest in intellectual property rights or companies who own intellectual property rights that are governed by non-U.S. jurisdictions, which may provide significantly less protection than the United States. Highly Leveraged Companies Certain of the strategies are expected to include investments in companies whose capital structures may have significant leverage (including substantial leverage senior to a Client’s investment), a considerable portion of which may be at floating interest rates. The leveraged capital structure of such companies will increase their exposure to adverse economic factors such as rising interest rates, downturns in the economy or further deteriorations in the financial condition of the company or its industry. A Client’s investment may be among the most junior financing in a company’s capital structure. In the event such company cannot generate adequate cash flow to meet debt service, a Client, particularly in light of what, under certain circumstances, may be the subordinated position of the Client’s investment, may suffer a partial or total loss of capital invested in the company, which, dependent upon the size of the Client’s investment, could adversely affect the return of the Client. Royalty Streams A Client may invest in royalty streams in certain sectors or industries, including the energy and pharmaceutical industries. The selling entity of a royalty stream typically negotiates a sale of all or part of its royalty payments for a specified timeframe, usually coinciding with the remaining life of an underlying asset. With respect to royalty streams generated by energy sources such as oil and gas, a Client’s cash flow fluctuates with the income realized from the sale of the underlying assets, which have historically experienced unpredictable price movements. If energy prices decline, some projects may become uneconomic and either be delayed or abandoned, as determined by the operators often without regard to the royalty owner. In the healthcare sector, to the extent an underlying product has not yet received all applicable governmental approvals, there is a risk that the product will not obtain such approvals or, if obtained, such approvals may be revoked. Also, government policies and regulations may change in ways that adversely affect the companies or their products’ marketability. There can be no assurance that anticipated royalty payments will be realized. 27  Smaller Companies Certain of the strategies may include investments in smaller companies. While smaller companies generally have potential for rapid growth, they often involve higher risks because they may lack the management experience, financial resources, product diversification, and competitive strength of larger companies. In addition, in many instances, the frequency and volume of their trading may be substantially less than is typical of larger companies. As a result, investments in smaller companies may be subject to wider price fluctuations. When making large sales, a Client may have to sell portfolio holdings at discounts from quoted prices or may have to make a series of small sales over an extended period of time due to the trading volume of smaller company investments. Special Situations A Client may invest in companies involved in (or the target of) acquisition attempts or tender offers or in companies involved in or undergoing work-outs, liquidations, spin-offs, reorganizations, bankruptcies or other catalytic changes or similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security, the value of which will be less than the purchase price of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Client may be required to sell the investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies, there is a potential risk of loss by the Client of its entire investment in such companies. Synthetic Securities In addition to credit risks associated with holding non-investment grade loans and high yield debt securities, with respect to synthetic securities, a Client may have a contractual relationship only with the counterparty of such synthetic securities, and not the Reference Obligor (as defined below) on the Reference Obligation (as defined below). A Client generally will have no right to directly enforce compliance by the Reference Obligor with the terms of the Reference Obligation nor any rights of set-off against the Reference Obligor, nor have any voting rights with respect to the Reference Obligation. A Client will not benefit directly from the collateral supporting the Reference Obligation or have the benefit of the remedies that would normally be available to a holder of such Reference Obligation. In addition, in the event of insolvency of the counterparty, a Client will be treated as a general creditor of such counterparty, and will not have any claim with respect to the credit risk of the counterparty as well as that of the Reference Obligor. As a result, concentrations of synthetic securities in any one counterparty may subject the synthetic securities to an additional degree of risk with respect to defaults by such counterparty as well as by the Reference Obligor. A “Reference Obligor” is the obligor on a Reference Obligation. A “Reference Obligation” is the debt security or other obligation upon which the synthetic security is based. Structured Finance Securities A Client may invest in structured finance securities such as, for example, equipment trust certificates, collateralized mortgage obligations, collateralized bond obligations, collateralized loan obligations or similar instruments. Structured finance securities may present risks similar to those of the other types of investments in which a Client may invest and, in fact, such risks may be of greater significance in the case of structured finance securities. Moreover, investing in 28  structured finance securities may entail a variety of unique risks. Among other risks, structured finance securities may be subject to prepayment risk. In addition, the performance of a structured finance security will be affected by a variety of factors, including its priority in the capital structure of the issuer thereof, the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets. Investments in Undervalued Instruments Certain Clients may invest in undervalued instruments. The identification of investment opportunities in undervalued instruments is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued instruments offer the opportunity for above-average capital appreciation, these investments may involve a high degree of financial risk and can result in substantial losses if the perceived value is not realized. Returns generated from a Client’s investments may not adequately compensate for the business and financial risks assumed. Bank Loans and Participations A Client, directly or indirectly through separate investment entities, may invest a portion of its assets in bank loans and participations. The special risks associated with these obligations include, among others, (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws, (ii) environmental liabilities that may arise with respect to collateral securing the obligations, (iii) adverse consequences resulting from participating in such instruments with other institutions with lower credit quality, (iv) limitations on the ability of a Client to directly enforce its rights with respect to participations and (v) illiquidity. A Client generally will balance the magnitude of these risks against the potential investment gain prior to entering into each such investment. Successful claims by third parties arising from these and other risks, absent bad faith, may be borne by a Client. Over the years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to a borrower or has assumed a degree of control over the borrower resulting in a creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of certain investments and the activities of the other Clients managed by the Adviser and its affiliates with other investments in a borrower, a Client could be subject to allegations of lender liability. Claims of Lender Liability and Equitable Subordination A Client could be subject to allegations of lender liability or “equitable subordination.” A particular Client’s investments may involve investments in which the Client will not be the lead creditor. Accordingly, it is possible for claims of lender liability or equitable subordination to affect the Client’s investments without the Client being directly involved. 29  Non-U.S. Investments Certain of the strategies involve investments outside the United States. Investments outside the United States pose risks that could include, depending on the country involved, expropriation, confiscatory taxation, political or social instability, illiquidity, price volatility, and market manipulation. Aggregate trading volumes on non-U.S. investment markets are substantially lower than trading volumes in the United States. In addition, less information may be available regarding non-U.S. issuers and non-U.S. issuers may not be subject to accounting, auditing, and financial reporting standards and requirements comparable to or as uniform as those of U.S. issuers. Transaction costs of investing outside the United States are generally higher than in the United States. There is generally less government supervision and regulation of exchanges, brokers, and issuers than there is in the United States. A Client might have greater difficulty taking appropriate legal action in non-U.S. jurisdictions or courts. Non-U.S. markets also have different clearance and settlement procedures that in some markets have at times failed to keep pace with the volume of transactions, thereby creating substantial delays and settlement failures that could adversely affect a Client’s performance. Restrictions on Repatriation of Investment Income, Capital and Profits The countries in which certain Clients invest may have laws or regulations that currently limit or preclude the repatriation of capital and profits that result from foreign investment. Repatriation of investment income, capital and the proceeds from sales of investments by foreign investors may require governmental registration and approval in some countries, and the process of obtaining these approvals may require a significant expenditure of time and resources. Investments by such Clients could be adversely affected by delays in or a refusal to grant required governmental registration or approval for any such proposed repatriation. In addition, in certain countries, such laws and regulations have been subject to frequent and unforeseen change, potentially exposing a Client to restrictions, taxes, and other obligations that were not anticipated at the time the initial investment was made. Non-U.S. Currency Transactions A Client may invest in securities and instruments denominated in non-U.S. currencies. Such investments are subject to the risk that the value of a particular currency will change in relation to the U.S. dollar. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. A Client may seek to hedge these risks by investing directly in non-U.S. currencies and buying and selling options, futures, or forward contracts thereon. There can be no assurance, however, that those strategies, if implemented, will be effective. Foreign Exchange A Client may engage in foreign exchange transactions in the spot and forward markets to hedge or amplify their equity or fixed-income currency denominated positions in non-U.S. dollar currencies, if any. A forward currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract as agreed by the parties, at a price that is fixed at the time the contract is entered into. In addition, a Client may maintain short positions in forward currency exchange transactions, in which the Client agrees to exchange a specified amount of a currency it does not currently own for another currency at a future date in anticipation of a decline in the value of the currency sold relative to the value of the currency the Client agreed to purchase. A forward currency exchange 30  contract offers less protection against defaults by the counterparty to the contract than is the case with exchange-traded currency futures contracts. Forward currency exchange contracts are also highly leveraged, in some cases requiring little or no original margin deposit. A Client may also purchase and sell put and call options on currencies and currency futures contracts and options on currency futures contracts. Possible Positive Correlation with Stocks and Bonds Certain of the Adviser’s investment strategies are considered to be alternative investment strategies with an objective of low correlation to stocks and bonds. Incorporating an alternative strategy into a portfolio may provide a potentially valuable element of diversification. However, there can be no assurance, particularly during periods of market disruption and stress when the risk control benefits of diversification may be most beneficial, that an alternative investment strategy will, in fact, have a low correlation to a traditional portfolio of stocks and bonds. Hedging Transactions and Instruments A Client may employ hedging techniques. These techniques could involve a variety of derivative transactions, including swaps, futures contracts, exchange-listed and over-the-counter put and call options on investments or on financial indices, forward foreign currency contracts, and various interest rate and foreign-exchange transactions (collectively, “Hedging Instruments”). Hedging techniques involve risks different than those of underlying investments. In particular, the variable degree of correlation between price movements of Hedging Instruments and price movements in the position being hedged creates the possibility that losses on the hedge may be greater than gains in the value of a Client’s positions. In addition, certain Hedging Instruments and markets may not be liquid in all circumstances. As a result, in volatile markets, a Client may not be able to close out a transaction in certain of these instruments without incurring losses substantially greater than the initial deposit. Although the contemplated use of Hedging Instruments should tend to minimize the risk of loss due to a decline in the value of the hedged position, at the same time the use of these instruments tends to limit any potential gain that might result from an increase in the value of such position. The ability of a Client to hedge successfully will depend on the ability to predict pertinent market movements, which cannot be assured. In addition, it is not possible to hedge fully or perfectly against currency fluctuations affecting the value of investments denominated in non-U.S. currencies because the value of those investments is likely to fluctuate as a result of independent factors not related to currency fluctuations. Finally, the daily variation margin requirements in futures contracts that may be sold by a Client would create an ongoing greater potential financial risk than would options transactions, where the exposure is limited to the cost of the initial premium and transaction costs paid by the Client. Derivative Instruments Derivative instruments, or “derivatives,” include instruments and contracts which are derived from and are valued in relation to one or more underlying investments, financial benchmarks or indices. Derivatives typically allow an investor to hedge or speculate upon the price movements of a particular investment, financial benchmark or index at a fraction of the cost of acquiring, borrowing or selling short the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many, if not all, of the risks applicable to trading the underlying asset are also applicable to trading in derivatives. However, there are a number of additional risks associated with trading in derivatives. Transactions in certain derivatives are subject to clearance on a U.S. national exchange and to regulatory oversight, while other derivatives are subject to risks of trading in the over-the-counter markets or on non-U.S. exchanges. Additional risks associated with trading in derivatives include: 31  Tracking. When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying investment may prevent a Client from achieving the intended hedging effect or expose it to risk of loss. Liquidity. Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets a Client may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which a Client may conduct its transactions in derivative instruments may prevent profitable liquidation of positions, subjecting such entities to the potential of greater losses. Operational Leverage. Trading in derivative instruments can result in large amounts of operational leverage. Thus, the leverage offered by trading in derivative instruments will magnify the gains and losses experienced by a Client and could cause the value of its investments to be subject to wider fluctuations than would be the case if the Client did not use the leverage feature of derivative instruments. Over-the-Counter Trading. A Client may purchase or sell derivative instruments not traded on an exchange. The risk of nonperformance by the obligor on such an instrument may be greater than, and the ease with which a Client can dispose of or enter into closing transactions with respect to such an instrument may be less than, that associated with an exchange traded instrument. In addition, significant disparities may exist between “bid” and “ask” prices for derivative instruments that are not traded on an exchange. Derivative instruments not traded on exchanges also are not subject to the same type of government regulation as exchange traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with the transactions. Call Options. A Client may engage in the use of call options. There are risks associated with the sale and purchase of call options. The seller (writer) of a call option that is covered (i.e., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. Options trading may itself be illiquid at times, irrespective of the condition of the market of the underlying instrument. The buyer of a call option assumes the risk of losing its entire investment in the call option. However, if the buyer of the call sells short the underlying security, the loss on the call will be offset in whole or in part by any gain on the short sale of the underlying security. Put Options. A Client may engage in the use of put options. There are risks associated with the sale and purchase of put options. The seller (writer) of a put option that is covered (i.e., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security plus the premium received, and gives up the opportunity for gain on the short position for values of the underlying security below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. Options trading may itself be illiquid at times, irrespective of the condition of the market of the underlying instrument. 32  The buyer of a put option assumes the risk of losing its entire investment in the put option. However, if the buyer of the put holds the underlying security, the loss on the put will be offset in whole or in part by any gain on the underlying security. Index or Index Options. The value of an index or index option fluctuates with changes in the market values of the securities included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular security, whether the strategy will realize appreciation or depreciation from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the security market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular securities. Index contracts have risks associated with them, including, without limitation, possible default by the other party to the transaction, illiquidity and, to the extent the holder’s view of such index contract as to certain market movement is incorrect, the risk that the use of such index contracts could result in losses greater than if they had not been used. Forward Contracts. A Client may enter into forward contracts that are not traded on exchanges and are generally not regulated. There are no limitations on daily price moves of forward contracts. Banks and other dealers with which Client accounts are maintained may require the Client to deposit margin with respect to such trading, although margin requirements are often minimal or nonexistent. A Client’s counterparties are not required to continue to make markets in such contracts. There have been periods during which certain counterparties have refused to continue to quote prices for forward contracts or have quoted prices with an unusually wide spread (the price at which the counterparty is prepared to buy and that at which it is prepared to sell). Arrangements to trade forward contracts may be made with only one or a few counterparties, and liquidity problems therefore might be greater than if such arrangements were made with numerous counterparties. The imposition of credit controls by governmental authorities might limit such forward trading to less than that which the Adviser or its affiliates would otherwise recommend, to the possible detriment of a Client. Swap Agreements. A Client may enter into swap agreements. Like other derivatives, swap agreements are individually negotiated and structured to increase or decrease exposure to a variety of different types of investments or market factors, including securities prices, long- or short-term interest rates (in the United States or other countries), foreign currency values, corporate borrowing rates, or other factors such as security price indexes, baskets of securities, or inflation rates. Swap agreements can take many different forms and are known by a variety of names. A Client may not be limited to any particular form of swap agreement. Swap agreements bear risks associated with the underlying or reference assets as well as those associated with derivative contracts generally. Swap agreements will tend to shift investment exposure from one type of investment to another. For example, if a Client agrees to exchange payments in dollars for payments in foreign currency, the swap agreement would tend to decrease its exposure to U.S. interest rates and increase its exposure to foreign currency and interest rates. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Client’s portfolio. The most significant factor in the performance of swap agreements is the change in the specific interest rate, currency, individual equity values or other factors that determine the amounts of payments due to and from a party to the swap agreement. If a swap agreement calls for payments by a Client, the Client must be prepared to make such payments when 33  due. In addition, if the counterparty’s creditworthiness declines, the value of a swap agreement would be likely to decline, potentially resulting in losses by the Client. Repurchase and Reverse Repurchase Agreements. A Client may borrow or lend investments by entering into repurchase and reverse repurchase agreements. When a Client enters into a repurchase agreement, it “sells” investments to a broker-dealer or financial institution, and agrees to repurchase such investments on a mutually agreed date for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate. In a reverse repurchase transaction, the Client “buys” investments from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such investments at the price paid by the Client, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by a Client involves certain risks. For example, if the seller of investments to a Client under a reverse repurchase agreement defaults on its obligation to repurchase the underlying investments, as a result of its bankruptcy or otherwise, the Client may encounter costs or delays in liquidating those investments and it may incur a loss if the amount realized does not equal or exceed its investment. In the event of the seller’s bankruptcy, the Client may not be able to substantiate its interest in the underlying investments, or its ability to dispose of the underlying investments may be restricted. Similar elements of risk arise in the event of the bankruptcy or insolvency of a purchaser of the Client’s investments in a repurchase agreement. Exchange Traded Funds. Because ETFs (which are investment companies registered under the 1940 Act) are effectively portfolios of securities, the Adviser believes that the unsystematic risk associated with investments in ETFs is generally very low relative to investments in ordinary securities of individual issuers. Although a Client may invest in broad-based ETFs, there may be certain risks to the extent a particular ETF is concentrated in a particular sector, and is not as diversified as the market as a whole. For example, cryptocurrency-related ETFs are relatively new, highly speculative, and may be subject to extreme price volatility, illiquidity, exposure to fraud, and increased risk of loss. It should be noted that the 1940 Act places certain restrictions on the percentage of ownership that a Fund may have in a registered investment company. Liquidity of Futures Contracts. A Client may use futures as part of their investment programs. In connection with the use of futures, the Adviser intends to determine and pursue all steps that are necessary and advisable to ensure compliance with the Commodity Exchange Act. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day, no trades may be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be entered into nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved beyond the daily limits for several consecutive days with little or no trading. Over-the-counter instruments generally are not as liquid as instruments traded on recognized exchanges. These constraints could prevent a Client from promptly liquidating unfavorable positions and subject them to substantial losses. The CFTC and various exchanges impose speculative positions limits on the number of positions that a Client may indirectly hold or control in particular commodities. 34  Non-U.S. Futures Transactions. Foreign futures transactions involve the execution and clearing of trades on a foreign exchange. This is the case even if the foreign exchange is formally “linked” to a domestic exchange, whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No domestic organization regulates the activities of a foreign exchange, including the execution, delivery and clearing of transactions on such an exchange, and no domestic regulator has the power to compel enforcement of the rules of the foreign exchange or the laws of the foreign country. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction occurs. For these reasons, a Client may not be afforded certain of the protections that apply to domestic transactions, including the right to use domestic alternative dispute resolution procedures. In particular, funds received to margin foreign futures transactions may not be provided the same protections as funds received to margin futures transactions on domestic exchanges. In addition, the price of any foreign futures or options contract and, therefore, the potential profit and loss resulting therefrom, may be affected by any fluctuation in the foreign exchange rate between the time the order is placed and the time the foreign futures contract is liquidated or the foreign option contract is liquidated or exercised. Insolvency Considerations with Respect to Issuers of Indebtedness Various laws enacted for the protection of creditors may apply to debt instruments, including convertible debt, in which a Client may invest. The information in this paragraph is applicable with respect to U.S. issuers subject to U.S. federal bankruptcy law. Insolvency considerations may differ with respect to other issuers. If a court in a lawsuit brought by an unpaid creditor or representative of creditors of an issuer of a debt instrument, such as a trustee in bankruptcy, were to find that the issuer did not receive fair consideration or reasonably equivalent value for incurring the indebtedness, and after giving effect to such indebtedness, the issuer (i) was insolvent, (ii) was engaged in a business for which the remaining assets of such issuer constituted unreasonably small capital or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured, such court could determine to invalidate, in whole or in part, such indebtedness as a fraudulent conveyance, to subordinate such indebtedness to existing or future creditors of such issuer, or to permit such issuer to recover amounts previously paid by such issuer in satisfaction of such indebtedness. The measure of insolvency for these purposes will vary. Generally, an issuer would be considered insolvent at a particular time if the sum of its debts were then greater than all of its property at a fair valuation, or if the present fair saleable value of its assets were then less than the amount that would be required to pay its probable liabilities on its existing debts as they became absolute and matured. There can be no assurance as to what standard a court would apply in order to determine whether the issuer was “insolvent” after giving effect to the incurrence of the indebtedness in which a Client invested or that, regardless of the method of valuation, a court would not determine that the issuer was “insolvent” upon giving effect to such incurrence. In addition, in the event of the insolvency of an issuer of indebtedness in which a Client invests, payments made on such indebtedness could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year) before insolvency. In general, if payments on indebtedness are avoidable, whether as fraudulent conveyances or preferences, such payments can be recaptured from a Client. Frequently, a debtor seeking to reorganize under U.S. federal bankruptcy law will obtain a “first day” order from the bankruptcy court limiting trading in claims against, and shares of, the debtor in order to maximize the debtor’s ability to utilize net operating losses following a successful reorganization. Such order from the bankruptcy court limiting trading in claims against, and 35  shares of, the debtor in order to an order could in some circumstances adversely affect a Client’s ability to successfully implement an investment strategy with respect to a bankrupt company. Indebtedness consisting of obligations of non-U.S. issuers may be subject to various laws enacted in the countries of their issuance for the protection of creditors. These insolvency considerations will differ depending on the country in which each issuer is located or domiciled and may differ depending on whether the issuer is a non-sovereign or sovereign entity. Counterparty Risk Purchases, sales, financing arrangements, securities lending transactions, and derivative transactions in which a Client may engage are likely to involve instruments that are not traded on an exchange but are instead traded between counterparties based on contractual relationships. A Client may be subject to the risk that a counterparty will not perform its obligations under the related contracts. Although the Adviser will seek to enter into transactions for a Client only with counterparties that the Adviser believes to be creditworthy, there can be no assurance that a counterparty will not default and that the Client will not sustain a loss on a transaction as a result. In situations where a Client is required to post margin or other collateral with a counterparty, the counterparty may fail to segregate the collateral or may commingle the collateral with the counterparty’s own assets. As a result, in the event of the counterparty’s bankruptcy or insolvency, such Client’s collateral may be subject to the conflicting claims of the counterparty’s creditors and the Client may be exposed to the risk of a court treating it as a general unsecured creditor of the counterparty, rather than as the owner of the collateral. A Client may be subject to the risk that issuers of the instruments in which they invest and trade may default on their obligations under those instruments and that certain events may occur that have an immediate and significant adverse effect on the value of those instruments. There can be no assurance that the issuer of an instrument in which a Client invests will not default, or that an event that has an immediate and significant adverse effect on the value of an instrument will not occur and that the Client will not sustain a loss on a transaction as a result. Transactions entered into on behalf of a Client may be executed on various U.S. and non-U.S. exchanges and may be cleared and settled through various clearing houses, custodians, depositories, and prime brokers throughout the world. Although the Adviser will attempt to execute, clear, and settle transactions through entities the Adviser believes to be sound, there can be no assurance that a failure by any such entity will not lead to a loss to a Client. Custody and Prime Brokerage Risk A Client’s cash and securities held by prime brokers may be used by a prime broker in the course of its investment business, and the Client will therefore rank as one of such prime broker’s unsecured creditors in relation thereto or in relation to the Client’s right to the return of equivalent assets. In the event of an insolvency of such prime broker, the Client might not be able to recover such equivalent assets in full. There are risks involved in dealing with the custodians or prime brokers who settle Clients’ trades. Although the Adviser monitors the prime brokers it selects and believes that they are appropriate custodians, there is no guarantee that the prime brokers, or any other custodian that a Client may use from time to time, will not become bankrupt or insolvent. While both the U.S. Bankruptcy Code and the Securities Investor Protection Act of 1970 seek to protect customer property in the event of a bankruptcy, insolvency, failure, or liquidation of a broker-dealer, it is likely that, in the 36  event of a failure of a broker-dealer that has custody of a Client’s assets, the Client would incur losses due to its assets being unavailable for a period of time, the ultimate receipt of less than full recovery of its assets, or both. A Client and/or any of the prime brokers may appoint sub-custodians in certain non-U.S. jurisdictions to hold the assets of the Client. The prime brokers may not be responsible for cash or assets which are held by sub-custodians in certain non-U.S. jurisdictions, nor for any losses suffered by a Client as a result of the bankruptcy or insolvency of any such sub-custodian. A Client may therefore have a potential exposure on the default of any sub-custodian and, as a result, many of the protections that would normally be provided to a Client by a custodian may not be available to the Client. Under certain circumstances, including certain transactions where a Client’s assets are pledged as collateral for leverage from a non-broker-dealer custodian or a non-broker-dealer affiliate of the prime broker, or where a Client’s assets are held at a non-U.S. custodian, the securities and other assets deposited with the custodian or broker may not be clearly identified as being assets of the Client and hence the Client could be exposed to credit risk with regard to such parties. Custody services in certain non-U.S. jurisdictions remain undeveloped and, accordingly, there is a transaction and custody risk of dealing in certain non- U.S. jurisdictions. Given the undeveloped state of regulations on custodial activities and bankruptcy, insolvency, or mismanagement in certain non-U.S. jurisdictions, the ability of a Client to recover assets held by a sub-custodian in the event of the sub-custodian’s bankruptcy or insolvency could be in doubt, as the Client may be subject to significantly less favorable laws than many of the protections that would be available under U.S. laws. In addition, there may be practical or time problems associated with enforcing a Client’s rights to its assets in the case of a bankruptcy or insolvency of any such party. Fraud Of paramount concern in purchasing or originating loans and other assets is the possibility of material misrepresentation or omission on the part of a counterparty. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or other assets, or may adversely affect the ability of a Client to perfect or effectuate a lien on the collateral securing the loan or other assets. A Client may rely upon the accuracy and completeness of representations made by borrowers or other counterparties to the extent reasonable, but cannot guarantee that such representations are accurate or complete. Under certain circumstances, payments to a Client may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Short Selling A Client may engage in short selling. Short selling involves selling securities that may or may not be owned by the seller and, at times, borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from declines in market prices to the extent such decline exceeds the transaction costs and any costs of borrowing the securities. However, if the borrowed securities must be replaced by purchases at market prices in order to close out the short position, any appreciation in the price of the borrowed securities would result in a loss. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short position. There can be no assurance that a Client will be able to maintain the ability to borrow securities sold short. If it is unable to do so, the Client can be forced to repurchase securities in the open market 37  to return them to the lender. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Securities may be sold short in a long/short strategy to hedge a long position to enable a Client to express a view as to the relative value between the long and short positions, or as part of an outright short position. There is no assurance that the objectives of these strategies will be achieved, or specifically that the long position will not decrease in value and the securities underlying the short position will not increase in value, causing the Client losses on both components of the transaction, or that the securities underlying an outright short position will not increase in value. If the underlying securities increase in value, the short position decreases in value and the Client sustains a loss. In addition, when a Client effects a short sale, it may be obligated to leave the proceeds thereof with the broker and also deposit with the broker an amount of cash or other securities (subject to requirements of applicable law) that is sufficient under any applicable margin or similar regulations to collateralize its obligation to replace the borrowed securities that have been sold. New legal or other restrictions on the short selling of investments could interfere with the ability of a Client to execute certain aspects of their investment strategies, including their ability to hedge certain exposures and execute transactions to implement their risk management guidelines, and any such limitations may adversely affect the performance of the Client. Securities Lending Some of the securities held by a Client may be pledged as collateral for margin accounts, which subjects such Client to the risks associated with such pledging arrangements. A Client also may engage in additional programs of securities lending. To the extent a Client engages in securities lending, there may be risks of delay and costs involved in the recovery of securities or even losses should the borrower of the securities have financial difficulty or otherwise fail to meet its obligations under the securities lending arrangement. While a Client is expected to receive collateral in connection with the lending of securities, there is the risk that the price of the securities could increase while they are on loan and that the collateral will be inadequate to cover their value. In general, it is expected that a Client’s securities lending agents will seek to consider all relevant facts and circumstances, including the creditworthiness of the broker, dealer, or other borrower, in making decisions with respect to the lending of securities, although this cannot be assured. Private Equity Investments The private equity investment vehicles or strategies in which certain Clients may invest will be subject to significant legal or contractual restrictions on transferability or other special considerations (such as the lack of a liquid market) that restrict or limit the ability of the Client to dispose of such investments without impairing their value. A Client’s participation in such investments may significantly restrict the ability of an investor to make withdrawals. An investor may be required to continue to participate in such investments irrespective of whether such investor has withdrawn the balance of its capital accounts available for withdrawal, and the Client may be required to hold such investments indefinitely, even if such investments become completely illiquid or unprofitable. Leveraged Transactions. Investments made by certain Clients may include leveraged buyouts, which by their nature require companies to undertake a high ratio of leverage to 38  available income. Leveraged portfolio companies are inherently more sensitive to declines in revenues and to increases in expenses. Distressed Investments Certain Clients may invest in distressed investments. Distressed investments generally entail greater risks due to such things as sensitivity to general economic and capital market conditions, interest rates, risks associated with leveraged companies, and risks inherent in investing in companies experiencing financial and operating distress (e.g., issuer credit risk). Distressed investments generally have very low credit ratings or are unrated by credit rating agencies. Greater Risk of Loss. These investments are regarded as highly speculative. There is a greater risk that issuers of lower-rated investments will default than issuers of higher-rated investments. Issuers of lower-rated investments generally are more vulnerable to real or perceived economic changes, political changes or adverse industry developments. In addition, distressed debt investments are frequently subordinated to the prior payment of senior indebtedness or have claims that are otherwise junior in priority with regard to the issuer’s assets. If an issuer fails to pay principal or interest, the relevant Client would experience a decrease in income and a decline in the market value of its investments. These investments carry a much greater risk of default and loss, which could include the loss of the entire amount of the investment. Valuation Difficulties. It is often more difficult to value distressed and other lower-rated investments than higher-rated investments. If an issuer’s financial condition deteriorates, accurate financial and business information may be limited or unavailable. In addition, lower- rated investments may be thinly traded and there may be no established secondary market. Because of the lack of market pricing and current information for investments in some distressed and lower-rated investments, valuation of such investments is much more dependent on judgment than is the case with higher-rated investments. Liquidity. There may be no established secondary or public market for investments in distressed and other lower-rated investments. Such investments generally are traded in markets that are less liquid than the market for higher-rated investments. In addition, relatively few institutional purchasers may hold a major portion of an issue of lower-rated investments. As a result, a Client may be required to sell investments at substantial losses, or may be unable to sell investments. Venture Capital Investments Certain Clients may make venture capital investments. Such investments involve a high degree of business and financial risk that can result in substantial losses. The most significant risks are the risks associated with investments in: (i) companies in an early stage of development or with little or no operating history, (ii) companies operating at a loss or with substantial fluctuations in operating results from period to period, and (iii) companies with the need for substantial additional capital to support or to achieve a competitive position. Seed Capital Investments The investments of a Client may include investments in third-party investment managers and may entail the provision of seed capital to third-party investment managers who are new and inexperienced. Such investments involve a high degree of business and financial risk that can result in substantial losses. Typically, the most significant of such risks are the risks associated 39  with investments in investment managers that are in an early stage of development, have little or no operating history, and need substantial additional capital to support or to achieve a competitive position. Disposition of Investments In connection with the disposition of certain investments made by a Client, such Client may be required to make representations about the business and financial affairs of such investment typical of those made in connection with the sale of any business or may be responsible for the contents of disclosure documents under applicable securities laws. The Client may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations, disclosure documents or transaction-related covenants turn out to be incorrect, inaccurate, misleading or breached. These arrangements may result in contingent liabilities, which might ultimately have to be funded by investors. Accounting Standards Certain Clients may invest in countries where generally accepted accounting standards and practices differ significantly from those practiced in the United States. The evaluation of potential investments and the ability to perform due diligence may be affected. The financial information appearing on the financial statements of a company operating in one or more countries outside the United States may not reflect its financial position or results of operations in the way that they would be reflected if the financial statements had been prepared in accordance with U.S. Generally Accepted Accounting Principles. Credit Standards Overall credit standards have worsened as the senior debt, second lien and subordinated debt markets have facilitated the increase in purchase price multiples by providing private capital borrowers with increased amounts of debt for acquisitions. Tightening of credit standards could have an adverse impact on the ability of a Client to execute private capital deals, and on the returns of their investments. Credit Ratings In general, the credit rating assigned by a nationally recognized rating agency to a security represents such rating agency’s opinion of the safety of the principal and interest payments of the rated instrument based on available information. Such ratings are relative and subjective; they are not absolute standards of quality and do not evaluate the market value risk of such securities. Such ratings also do not reflect macroeconomic or systemic risk, including the risk of increased illiquidity in the credit markets. Further, credit ratings may change over time due to various factors, including changes in the creditworthiness of the issuer and/or changes in the rating agency’s analytics and processes. It is possible that a rating agency might not change its rating of a particular issue on a timely basis to reflect subsequent events and, as a result, outstanding ratings may not reflect the issuer’s current credit standing. Clients may incur losses if it makes investments based on credit ratings that subsequently change in a way not favorable to the Client’s investment objective. Emerging Markets A Client may invest in assets in emerging markets. Investing in emerging markets involves additional risks and special considerations not typically associated with investing in other more 40  established economies or securities markets. Such risks may include: (i) increased risk of nationalization or expropriation of assets or confiscatory taxation, (ii) greater social, economic and political uncertainty, including war, (iii) higher dependence on exports and the corresponding importance of international trade, (iv) greater volatility, less liquidity and smaller capitalization of securities markets, (v) greater volatility in currency exchange rates, (vi) greater risk of inflation, (vii) greater controls on foreign investment and limitations on repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars, (viii) increased likelihood of governmental involvement in and control over the economies, (ix) governmental decisions to cease support of economic reform programs or to impose centrally planned economies, (x) differences in auditing and financial reporting standards which may result in the unavailability of material information about issuers, (xi) less extensive regulation of the securities markets, (xii) longer settlement periods for investment transactions and less reliable clearance and custody arrangements and (xiii) less developed corporate laws regarding fiduciary duties of officers and directors and protection of investors. Regional Market Exposure Certain Clients may have a substantial percentage of their portfolio exposure in key international regions (including Europe, Southeast Asia, China, Latin America, South Asia, Australia, the Middle East, and Africa). Although the Adviser may mitigate certain market risks by hedging against a particular market exposure when it deems it necessary, there can be no assurance that the Adviser will be successful doing so and a significant portion of a Client’s portfolio may be exposed to a particular market. Geopolitical Conflicts The current conflict in Ukraine, ongoing military activities in the Middle East, and escalating tensions between China and Taiwan collectively create a landscape of geopolitical uncertainty. This uncertainty influences the macroeconomic environment, impacting securities valuations and could affect the ability to dispose of investments efficiently. Sanctions Clients may have exposure to investments that are or may become subject to economic sanctions laws and regulations of various jurisdictions. At any time, whether under applicable law, by contractual commitment or as a voluntary risk management measure, the Adviser or External Managers may be required, or elect, to comply with various sanctions programs, including but not limited to programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the Sanctions Orders of the Cayman Islands (including as extended to the Cayman Islands by Order of the government of the United Kingdom from time to time), and the Restrictive measures adopted by the European Union. Some sanctions programs prohibit or restrict dealings in certain countries or territories or with certain individuals and entities. In addition to such current sanctions, additional sanctions may be imposed in the future. Such sanctions may be imposed with little or no advance warning and may be ambiguous, including as to the scope of financial activities that regulators may ultimately deem to be covered by the sanctions. Depending on the scope and duration of a particular sanctions program, compliance may result in a material adverse effect on Client investments therein. Sanctions may negatively impact the Adviser’s or an External Manager’s ability to effectively implement its investment strategy and have a material adverse impact on Clients' investments in various ways, including by preventing or inhibiting Clients from making certain investments, forcing Clients to divest from investments previously made, and leading to substantial reductions in the revenues, profits and value of 41  Clients' investments. Finally, sanctions may have broader economic implications, such as influencing the price of certain commodities, which may have adverse effects on certain industries, inflation and/or the value of the U.S. dollar, which may adversely affect investment results. Banking Relationships The Adviser and Clients will hold cash and other assets in accounts with one or more banks, custodians or depository or credit institutions (collectively, “Banking Institutions”), which may include both U.S. and non-U.S. Banking Institutions from time to time. Clients may also enter into credit facilities and have other relationships with Banking Institutions. The distress, impairment, or failure of, or a lack of investor or customer confidence in, any of such Banking Institutions may limit the ability of the Adviser or a Client to access, transfer or otherwise deal with its assets, draw upon a credit facility, or rely upon any of such other relationships, in a timely manner or at all, and may result in other market volatility and disruption, including by affecting other Banking Institutions. All of the foregoing could have a negative impact on the Adviser or a Client. For example, in such a scenario, a Client could be forced to delay or forgo an investment or a distribution, including in connection with a withdrawal, or generate cash to fund such investment or distribution from other sources (including by disposing of other investments or making other borrowings) in a manner that it would not have otherwise considered desirable. Furthermore, in the event of the failure of a Banking Institution, access to a depository account with that institution could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to Banking Institutions in other jurisdictions not subject to FDIC protection). In such a case, the Adviser or the Client may not recover all or a portion of such excess uninsured amounts and could instead have an unsecured or other type of impaired claim against the Banking Institution (alongside other unsecured or impaired creditors). The Adviser does not expect to be in a position to reliably identify in advance all potential solvency or stress concerns with respect to its or the Client’s banking relationships, and there can be no assurance that the Adviser or the Client will be able to easily establish alternative relationships with and transfer assets to other Banking Institutions in the event a Banking Institution comes under stress or fails. Cryptocurrencies and Similar Decentralized Digital Assets An increasing number of retail and institutional investors are investing in cryptocurrencies and similar decentralized digital assets (“Cryptocurrencies”) (e.g., bitcoin), including indirectly through the use of derivatives, leveraged positions and ETFs. Accordingly, the market for Cryptocurrencies is becoming increasingly connected to the traditional financial markets, including the public equities market in which Clients and Externally Managed Investments may invest. For example, bitcoin derivatives are cleared in the same clearing organizations as other products, which has caused some market participants to voice concern that large price movements in bitcoin futures could destabilize clearing organizations and their ability to satisfy fundamental obligations with respect to other products in the same clearing pool. Such a scenario could have effects throughout the broader economy, which may extend to the public equities market in which the Clients or Externally Managed Investments invest. The increased interconnectedness of these markets, together with the high volatility and illiquidity of many Cryptocurrencies, has led some prominent economists to state publicly that Cryptocurrencies may now, or may in the future, be systemically important, to the point where the volatility and illiquidity of such Cryptocurrencies may pose a systemic risk to the broader financial system, beyond the market for Cryptocurrencies, which may extend to the public equities market in which Clients or Externally Managed Investments invest. Such risks may materialize even if Cryptocurrencies do 42  not reach the point of widespread adoption—for example, as a medium of exchange or for some other functional utility. As a result, Clients and Externally Managed Investments may be exposed to the performance of Cryptocurrencies, and their performance may be harmed by changes in the Cryptocurrency markets. Investments in Less Established Companies A Client may invest a portion of its assets in less established companies. Investments in such early-stage companies may involve greater risks than generally are associated with investments in more established companies. To the extent there is any public market for the securities held by Clients, such securities may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Less established companies tend to have lower capitalizations and fewer resources and, therefore are often more vulnerable to financial failure. Such companies also may have shorter operating histories and in many cases, if operating, will have negative cash flow. Environmental, Social or Governance (“ESG”) Criteria Due to demand from investors for ESG-oriented investments and relatively limited ESG opportunities in the market, the activity of identifying, completing, and realizing attractive ESG investments may be highly competitive and involves a high degree of uncertainty. Certain ESG areas, such as clean technology, might have high dependency on regulatory regimes, volatile investment cycles, and insufficient number of sufficiently-capitalized companies. There can be no assurance that the Adviser or any manager in which the Adviser may invest will be able to locate and complete adequate ESG investments that would help a Client achieve its investment objective. ESG-oriented strategies may materially underperform similar strategies that do not have an ESG investing policy because the Adviser may be forced to avoid investments that would otherwise meet the investment objectives and subsequently perform well. In addition, the added cost of ESG diligence in assessing the ESG parameters of an investment may also reduce the profitability of the investment. Although rigorous diligence generally will be conducted before an ESG investment is made, there is no assurance that an ESG investment will in fact be in compliance with the pertinent ESG or other criteria. Such a failure to meet the requisite ESG standard could have a negative effect on the market value of the investments, result in financial or other harms to a Client and cause reputational damage to the Adviser or a Client. Equity Index Futures A Client may invest in equity index futures. The price of equity index futures contracts may not correlate perfectly with the movement in the underlying equity index because of certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions that would distort the normal relationship between the index and futures markets. Secondly, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market also may cause price distortions. Successful use of equity index futures contracts by a Client is also subject to the Adviser’s ability to correctly predict movements in the direction of the market. 43  Competitive Market for Private Equity Investment Opportunities The activity of identifying, completing, and realizing on attractive investments is highly competitive and involves a high degree of uncertainty. There can be no assurance that the Adviser will be able to identify and complete investments that satisfy a Client’s investment objective, or realize the value of such investments. The private equity industry is highly competitive. The Clients will be competing for investments against other groups, including other private equity investment and hedge funds, large and well- capitalized industrial groups, project developers and operators, strategic investors and commercial, investment and merchant banks. Some of these competitors may have financial and strategic resources significantly in excess of those of the Clients, may be willing to provide financing and other operational assistance to companies in the energy industry on more favorable terms than the Clients, and may make competing offers for investment opportunities that are identified by the Clients. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of opportunities available to the Clients and adversely affecting the terms upon which investments can be made. Minority Investments in Private Companies Clients may make minority equity investments in private companies where they may have limited influence. Such companies may have economic or business interests or goals that are inconsistent with those of the Client, and the Client may not be in a position to protect the value of its investment in such companies. The Client’s control over the investment policies of such companies may also be limited. This could result in the Client’s investments being frozen in minority positions that incur substantial losses. Therefore, there can be no assurance that the Client will be able to realize the value of its investments and distribute proceeds in a timely manner. Board Participation A Client may be represented on the boards of directors of certain of its portfolio companies or may have its representatives serve as observers to such boards of directors. Although such positions in certain circumstances may be important to the Client’s investment strategy and may enhance the Adviser’s ability to manage the portfolio investments, they may also have the effect of impairing the Adviser’s ability to sell the related securities when, and upon the terms, it may otherwise desire, and may subject the Adviser and the Client to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. Portfolio Company Management Risks With respect to management at the portfolio company level, many portfolio companies rely on the services of a limited number of key individuals, the loss of any one of whom could significantly adversely affect the portfolio company’s performance. There can be no assurance that the existing management team of a portfolio company, or any new team, will be able to successfully operate the company or will meet the Client’s expectations. Some portfolio companies will depend for their success on the management talents and efforts of one person or a small group of persons whose death, disability, or resignation would significantly adversely affect the portfolio company’s performance. 44  Cybersecurity Risk As part of its business, the Adviser processes, stores, and transmits large amounts of electronic information, including information relating to the transactions of Clients and personally identifiable information of Clients and Investors. Similarly, service providers of the Adviser or Clients, especially the administrator, may process, store and transmit such information. The Adviser has procedures and systems in place 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 unauthorized 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 the Adviser may be susceptible to compromise, leading to a breach of the Adviser’s network. The Adviser’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by or on behalf of the Adviser to investors may also be susceptible to compromise. Breach of the Adviser’s information systems may cause information relating to the transactions of Clients and personally identifiable information of investors to be lost or improperly accessed, used, or disclosed. The service providers of the Adviser and Clients are subject to the same electronic information security threats as the Adviser. 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 Clients and personally identifiable information of Investors may be lost or improperly accessed, used, or disclosed. The loss or improper access, use, or disclosure of the Adviser’s or Clients proprietary information may cause the Adviser or Clients to suffer, among other things, financial loss, disruption of their businesses, liability to third parties, regulatory intervention, or reputational damage. Any of the foregoing events could have a material adverse effect on Clients’ and Investors’ investments therein. Investments Longer than Term Funds may make investments that may not be profitably disposed of before the date of the Funds’ dissolution, either by expiration of the Funds’ term or otherwise. Although the Adviser expects that the Funds’ investments will be disposed of before such dissolution or be suitable for in kind distribution at dissolution, the Adviser has a limited ability to extend the term of the Funds, and the Funds may be required to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of such dissolution. Risk of Bridge Financing The Clients are permitted to make bridge investments, subject to certain limitations. If the Clients make an investment in a single transaction with the intent of refinancing the portion of that investment consisting of bridge investments, there is a risk that the Clients will be unable to successfully complete such a refinancing. This could lead to the Clients having a long-term investment in a debt security. 45  Inflation & Interest Rate Risk Security prices and portfolio returns will likely vary in response to inflation and interest rates changes. Inflation causes future dollars to be worth less and may reduce the purchasing power of a client's future interest payments and principal. Inflation also generally leads to higher interest rates which may cause the value of many types of fixed-income investments to decline. RISKS RELATED TO REAL ASSETS STRATEGIES General Real Estate Considerations A Client may make direct and indirect investments in real estate and real estate-related assets. Real estate investments, in general, may be relatively illiquid and, therefore, may limit a Client’s ability to vary its portfolio promptly in response to changes in economic or other conditions. In addition, real estate investments are subject to a variety of inherent risks that may have an adverse impact on the values of, and returns (if any) from, such investments, including, without limitation, changes in the general economic climate, local conditions (such as an oversupply of space or a reduction in demand for space), the quality and philosophy of management, competition based on rental rates, attractiveness and location of properties, the financial condition of tenants, buyers and sellers of properties, the quality of maintenance, insurance and management services, changes in operating costs, government regulations (including those governing usage, improvements, zoning and taxes), interest rate levels, the availability of financing, potential liability under environmental and other laws, energy prices, the ongoing need for capital improvements, tenant default or distress, construction risks, as well as natural catastrophes, acts of war or terrorism, civil unrest, uninsurable losses and other factors beyond the control of the Adviser and its affiliates. Investments in Real Estate Loans Certain Clients may invest in real estate loans which may be at the time of their acquisition, or may become after acquisition, non-performing loans. Non-performing real estate loans may require workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate and/or a substantial write-down of the original principal amount of such loans. Further, even if a restructuring were successfully accomplished, a risk exists that upon maturity of such loans, replacement financing will not be available and such loans may not be repaid. It is possible that the Adviser or its affiliates may find it necessary or desirable to foreclose on collateral securing one or more investments in real estate loans that they have purchased. The foreclosure process can be lengthy and expensive, and may be adversely affected by the operation of laws governing the foreclosure process as well as other creditor’s rights provided in the governing loan instruments. Borrowers often resist foreclosure actions by asserting numerous claims including, without limitation, lender liability claims, and may also file for bankruptcy at any time during the foreclosure process. The foreclosure process also tends to create a negative public image of the collateral property and may result in the disruption of ongoing leasing and management of the property. Competitive Market for Real Estate Investment Opportunities The activity of identifying, completing, and realizing attractive real estate investments is highly competitive and involves a high degree of uncertainty. The availability of investment opportunities may be subject to market conditions. A Client may be competing for investments with other investment vehicles, including, but not limited to, real estate investment vehicles, as well as individuals, financial institutions, and other institutional investors, who may have substantially 46  greater financial and other resources. In particular, large REITs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. There can be no assurance that any Client will be able to locate and complete real estate investments that would help it satisfy its investment objective, or that a Client will be able to fully invest its capital available for real estate investments. Real Estate Tax Real property owned by a Client will likely be subject to real property taxes and, in some instances, personal property taxes. Such real and personal property taxes may increase as property tax rates change and as the properties are assessed or reassessed by taxing authorities. An increase in property taxes on a Client’s real property could decrease the value of that real property and adversely affect the Client’s returns. Terrorism In the current environment, there is a risk that one or more of the real estate investments held by a Client will be directly or indirectly affected by a terrorist attack. Premier, high-profile assets in 24-hour urban gateway markets may be particularly attractive targets for such attacks. Such an attack could have a variety of adverse consequences for the Client, including risks and costs related to the destruction of the property, inability to use one or more properties for their intended uses for an extended period of time, decline in rents or property value, and injury or loss of life, as well as litigation related thereto. Investments in Commodities A Client may invest, directly or indirectly, in commodities, commodity futures contracts, options on futures, options on commodities, and other commodity-linked derivative instruments that may be subject to highly volatile prices. Price movements of commodities and related instruments are influenced by, among other things: changing supply and demand relationships; trade, fiscal, monetary, and exchange control programs and policies of governments; political and economic events and policies; changes in interest rates and rates of inflation; currency devaluations and revaluations; and emotions of the marketplace. A Client may not be able to execute trades at favorable prices if little trading in the instruments involved is taking place. Under some circumstances, a Client may be required, or may elect, to accept or make delivery of the underlying commodity relating to a physically settled commodity- linked instrument if the position cannot be liquidated prior to its expiration date. It also is possible that an exchange or the CFTC may suspend trading in a particular contract, impose position limitations, order the immediate liquidation and settlement of a particular contract, or order that trading in a particular contract be conducted for liquidation only. Because of the low margin deposits normally required in commodity trading (typically between 1% and 15% of the value of the contract purchased or sold), an extremely high degree of leverage is typical of a commodity trading account. As a result, a relatively small price movement in a commodity contract may result in immediate and substantial losses to the investor. In addition, commodity-related securities and other instruments may be cyclical in nature. During periods of economic or financial instability, commodity-related securities and other instruments may be subject to broad price fluctuations, reflecting volatility of energy and basic material prices and possible instability of supply of various commodities. Commodity-related securities and other instruments may also experience greater price fluctuations than the relevant commodity. In 47  periods of rising commodity prices, such securities and other instruments may rise at a faster rate; and conversely, in times of falling commodity prices, such securities and other instruments may suffer a greater price decline. Exploration The business of resource exploration involves a high degree of risk. Few properties that are explored are ultimately developed into commercial quantities of precious metals, minerals, oil, or gas. At the time of investment by a Client, it may not be known if properties contain a known body of commercial grade mineral or commercial quantities of oil or gas. Unusual or unexpected formations, formation pressures, fires, explosions, power outages, labor disruptions, flooding, cave-ins, landslides and the inability to obtain suitable machinery, equipment or labor are all risks which may occur during exploration for and development of mineral, oil and gas deposits. Substantial expenditures are required in order to establish reserves through drilling, to develop metallurgical processes to extract minerals and metal from ore, to develop the mining, production, gathering or processing facilities and infrastructure at any site chosen for mining or to determine if a property contains commercial quantities of minerals, oil or gas. Although substantial benefits may be derived from the discovery of a major mineral, oil or gas deposit, no assurance can be given that minerals, oil or gas will be discovered in sufficient quantities in which a Client may invest to justify commercial operations. The economics of developing resource properties are affected by many factors, including the cost of operations, variations in the grade of ore mined, fluctuations in the prices of ore that can be obtained on the metal markets, fluctuations in commodity prices, demand for commodities and demand costs of processing equipment and such other factors as aboriginal land claims and governmental regulations, including regulations relating to royalties, allowable production, importing and exporting and environmental protection. Environmental Regulation A Client’s investments in natural resources may be subject to environmental regulations enacted by government agencies from time to time. Environmental laws and regulations provide for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain natural resource industry operations, which would result in environmental pollution. A breach of such laws and regulations may result in the imposition of fines and penalties, the costs of which could be passed along to the Client. Environmental regulation is evolving in a manner which leads to stricter standards and enforcement and greater fines and penalties for non-compliance. The cost of compliance with governmental regulations may reduce the profitability of an investment. Under various federal, state and local laws, ordinances and regulations, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property. Such enactments often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The cost of any required remediation and the owner’s liability therefore as to any property is generally not limited under such enactments and could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s ability to sell such property or to borrow using such property as collateral. Certain real estate investments may not be, at all times, in complete compliance with such laws, ordinances and regulations or other permits required by governmental authorities and, if a Client violates or fails to comply with these laws, ordinances, 48  regulations or permits, it could be fined or otherwise sanctioned by regulators. A Client could also be held liable for any and all consequences arising out of past and future releases of, or exposure to, such hazardous or toxic substances or other environmental damage. Infrastructure Feasibility A Client may be presented with the opportunity to invest in a range of new infrastructure projects. While the Adviser may have experience in the assessment and structuring of direct and indirect investments in infrastructure projects, it is likely that the final investment decision will place considerable reliance upon a range of independent experts reports, e.g., forecasts of expected traffic volume which, if underestimated, could result in materially adverse expenses for the project. Given the difficulty associated with forecasting variables often many years into the future, investors ultimately bear the risk of whether the project is well conceived and the underlying investment assumptions are realized. New technologies can either improve the profitability of a project or adversely affect any project that uses older technology. Investments will be subject to general changes in market sentiment toward infrastructure assets, including low demand for, and patronage of, infrastructure assets. 49  Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the adviser or the integrity of the adviser’s management. The Adviser has no information applicable to this Item. 50  Item 10 – Other Financial Industry Activities and Affiliations The affiliated investment advisers and other entities listed herein are affiliates of the Adviser (collectively, the “Cerity Partners Entities”). The Adviser’s affiliates may, where appropriate and consistent with such clients’ investment strategies, guidelines, restrictions, liquidity needs and other relevant criteria, recommend to such clients investments in one or more Funds managed by the Adviser. In certain cases, Adviser may use, suggest and recommend the services of other Cerity Partners Entities in addition to or in lieu of its services. Fees paid in connection with such services, while believed to be customary compensation for relevant activities, may not be negotiated and, from time to time, may be more or less than what a comparable third party might charge. The particular services involved depends on the types of services offered by the affiliate or business unit. The arrangements may involve sharing or joint compensation, or separate compensation, subject to the requirements of applicable law or regulation. Particular relationships may include, but are not limited to, those discussed below. INVESTMENT ADVISER AFFILIATED ENTITIES Cerity Partners LLC Cerity Partners LLC is an SEC-registered investment adviser offering customized wealth management services to individuals (including high net worth and ultra-high net worth individuals), families, trusts, estates, business entities and their employees, charitable institutions, public and private foundations, endowments, private funds, pooled investment vehicles and other institutional investors. Cerity Partners is the sole owner of the Adviser. In addition, each of the Investment Adviser and Financial Industry Affiliated entities listed below are wholly-owned by or provided by Cerity Partners. Cerity Partners provides the Cerity Partner Entities with office space, personnel, and other resources pursuant to an administrative services agreement with each firm. Certain employees of Cerity Partners serve on an Investment Committee that is shared by the Adviser and Cerity Partners Entities. Certain employees of Cerity Partners who are primarily focused on the Adviser, may also provide shared services to Cerity Partners Entities (including, but not limited to, conducting due diligence on prospective and current External Managers). Sage Advisors LLC (“Sage”) Sage is the general partner of certain private funds engaged primarily in the business of investing and trading in securities. Additionally, Sage acts as investment adviser to a group of unaffiliated private funds. The funds to which Sage acts as general partner and as investment adviser are collectively referred to as the “Sage Funds”. Sage has discretionary authority to determine, if applicable, the broker-dealer to be used by such funds. Cerity Partners Retirement Plan Consultants (“RPC”) RPC provides pension consulting and investment management services to defined benefit and defined contribution plans. RPC works closely with the plan sponsors and other plan fiduciaries, regarding plan design, investment options, selection of the plan administrator and record keeper, enrollment and educational services for plan participants, and other services based upon the analysis of the particular needs of the plan. RPC may provide advisory services to employer- 51  sponsored retirement plans which have participants who otherwise receive investment advisory services from Cerity Partners or its affiliates, and could present a conflict of interest of which clients should be aware. Recommendations that are covered under applicable Retirement Regulations include recommendations to participate in, or rollover/transfer and/or to enroll in an IRA from a 401(k) plan or a similar qualified plan under The Employee Retirement Income Security Act of 1974 (“ERISA”). When Cerity Partners provides these recommendations to clients, its fee arrangement may pose a potential conflict of interest because the fees and investment options within the qualified plan may be adequate to meet a client’s investment needs. Cerity Partners has internal policies and procedures designed to meet its fiduciary obligations under Retirement Regulations. A copy of the brochures of Cerity Partners, Sage, and RPC are available on the SEC’s website (www.adviserinfo.sec.gov) and will be provided to clients or prospective clients of the entities upon request. FINANCIAL INDUSTRY AFFILIATED ENTITIES CP Client Solutions LLC (“CP Client Solutions”) CP Client Solutions is a wholly-owned affiliate of Cerity Partners, and is in the process of applying for approval as a limited purpose broker dealer. Upon approval, certain of Cerity Partner’s management persons and employees would be registered representatives of CP Client Solutions to the extent necessary or appropriate to perform their responsibilities. When acting as a registered representative, these individuals would offer brokerage services and receive commissions for those brokerage transactions. Brokerage services provided by a registered representative are different from advisory services offered through Cerity Partners. Because of the potential for advisory personnel of Cerity Partners Entities to generate a commission separate from, or in addition to fees charged the respective entities, such personnel may be incentivized to refer clients for investment in brokerage products based on the potential compensation rather than considering the client’s interest. CP Risk Management CP Risk Management is a state registered insurance agency and receives compensation for insurance and fixed annuity policies (“insurance offerings”) it places with insurance companies. A conflict of interest exists where Cerity Partners clients utilize CP Risk Management and receives compensation, rather than if such clients purchased through an unaffiliated third party. CP Risk Management earns greater compensation on insurance offerings with higher premiums, so CP Risk Management has an incentive to recommend insurance products with higher premiums. CP Risk Management may not review all available insurance companies or other products available in the marketplace. Insurance offerings available through CP Risk Management may be limited and certain eligibility criteria may apply. Certain Cerity Partners Advisors who are insurance licensed may receive a portion of the compensation received by Cerity Partners for sales transacted for their clients through CP Risk Management. Clients are under no obligation to purchase insurance offerings through CP Risk Management in order to receive the investment advisory services offered by Cerity Partners Entities. PMOF Holdings LLC PMOF Holdings LLC serves as the managing member of Private Markets Opportunity Fund LLC, a fund organized by Cerity Partners for the purpose of making certain private investments. 52  Touchdown Ventures Investments LLC Touchdown Ventures Investments LLC is a co-investment vehicle that allows Cerity Partners to invest alongside its clients. Cerity Partners Tax Services LLC (dba Fishman, Block + Diamond by Cerity Partners) (“CP Tax Services”) Cerity Partners may offer tax advisory services directly to clients, or through its wholly-owned subsidiary CP Tax Services. Additionally, for any clients who request attestation services, Cerity Partners Entities may direct such clients to engage with FBD Assurance LLP (“FBD Assurance”), an independent certified public accounting firm that performs attestation services. While FBD Assurance is not owned by Cerity Partners and is separately governed, FBD Assurance leases certain Cerity Partners pursuant to an administrative services agreement. Seaward Fiduciary Services, LLC (“SFS”) SFS is a wholly-owned affiliate Cerity Partners. SFS provides corporate trusteeship and fiduciary services for certain identified individuals, families, trusts, and estates. SFS is no longer establishing new relationships beyond its existing client base. The beneficiaries named in the applicable trust agreements who have authority to appoint SFS as corporate trustee also sign an agreement with Cerity Partners (or a predecessor firm) to employ Cerity Partners as investment manager. CERITY PARTNERS MANAGEMENT AND ADVISORY PERSONNEL Certain of Cerity Partners management and advisory personnel also hold positions, as applicable, with one or more of the Cerity Partners Entities. In these positions, where they have certain responsibilities with respect to the business of these affiliates it should be expected that they receive compensation based, in part, upon the profitability of these affiliates. Additionally, Cerity Partners personnel may serve in leadership roles with industry groups, join and participate with unaffiliated financial services firms advisory boards, or in other roles with third party entities for which Cerity Partners may recommend the products and services of such unaffiliated entities. All personnel of Cerity Partners are subject to firmwide policies and procedures regarding confidential and proprietary information, outside business activities and personal trading. Additional information about these conflicts and the policies and procedures designed to address them is available in Item 11. In order to mitigate conflicts of interest, Cerity Partners personnel will generally not be compensated for their time serving on a respective advisory board, though such financial services firm may pay for or reimburse for participating employees’ travel, lodging, meals, and other incidental expenses incurred in attending these advisory board meetings. Executives of Cerity Partners and its affiliates serve on the Schwab Advisor Services Advisory Board and Schwab Consulting Advisory Board (the “Advisory Boards”). Cerity Partners or its affiliates may recommend that clients establish brokerage accounts with certain qualified custodians, which may include Charles Schwab & Co., Inc. (“Schwab”), to maintain custody of the clients’ assets and effect trades for their accounts. The Advisory Boards consist of representatives of independent investment advisory firms and pension consultants who have been invited by Schwab management to participate in meetings and discussions of Schwab Advisor Services’ services for independent investment advisory firms and their clients. Advisory 53  Board members are not compensated by Schwab for their service, but Schwab does pay for or reimburse Advisory Board members’ travel, lodging, meals and other incidental expenses incurred in attending Advisory Board meetings. CONFLICTS OF INTEREST Potential or actual conflicts of interest may arise from time to time between the Adviser and its affiliates, on the one hand, and its Clients, on the other hand. The Adviser provides additional disclosure to investors in the Funds regarding the potential conflicts of interest and the risks associated with the operation of its Funds in each Fund’s respective offering or other documents. In addition, the Adviser seeks to provide disclosure to Advisory Clients regarding the risks and conflicts of interest associated with the advisory services through this Brochure or other means. Adviser may use, suggest and recommend its own services or the services of affiliated entities in connection with its advisory business. Adviser may manage advisory accounts on behalf of such affiliated entities, which creates potential conflicts of interest relating to Adviser’s determination to use, suggest or recommend the services of such entities. Clients of affiliated entities may invest in Funds managed by the Adviser. The particular services involved will depend on the types of services offered by the affiliate. The arrangements may involve sharing or joint compensation, or separate compensation, subject to the requirements of applicable law or regulation. The Cerity Partners Entities and their personnel recommend the investment advisory services of the Adviser and its affiliated Cerity Party Entities, and certain advisory personnel who make referrals and participate in Cerity Partners or affiliates compensation plans, can receive compensation for referring clients to such affiliated entities. Adviser, its affiliates and their employees may make charitable contributions to certain institutions, including those that have relationships with clients or personnel of clients, and certain personnel have board relationships with charitable institutions. The individuals and entities with which Adviser, its affiliates and their personnel have these relationships with may have (or have an interest in) or recommend the service offerings of Adviser and its affiliates. The following discussion enumerates certain conflicts of interest that could arise by virtue of the activities of Adviser and its affiliates but is not, and is not intended to be, exhaustive: Material Non-Public Information ("MNPI"). Adviser and its affiliates may come into possession of MNPI or other confidential information as a result of their respective business activities. Disclosure of such information among Adviser and its affiliates generally will only be on a need- to-know basis. Therefore, it is not likely that the Adviser will have access to MNPI or other confidential information in the possession of affiliates that might be relevant to an investment decision to be made by the Adviser, and the Adviser’s Client (subject to the next paragraph) may purchase, retain or sell an investment that, had such information been known to the Adviser, may not have been purchased, retained or sold. In addition, if the Adviser or any of its personnel come into, or are deemed to come into, possession of MNPI, the Adviser may be restricted from consulting with, or otherwise benefiting from, personnel of other affiliated Cerity Partner Entities. The disclosure or imputed disclosure of MNPI or other confidential information acquired by Cerity Partner Entities to any personnel of the Adviser, whether in connection with a Client’s activities or other activities of the Adviser or Cerity Partner Entities (or otherwise), could result in restrictions on transactions in investments or securities on behalf of the Adviser’s Client or any other issuer of securities materially impacted by the information, affect the prices of its investments or the ability of the Adviser to make, retain or dispose of such investments on behalf of a Client, or 54  otherwise create conflicts of interest for a Client, any of which could adversely affect the Adviser’s ability to conduct a Client’s business and thus the return to the Client or its investors. In order to avoid potential conflicts of interest and protect the integrity of confidential information, the Adviser has adopted policies and procedures designed to ensure that its personnel properly safeguard any confidential information provided by Clients, investors, and other persons . There may be certain cases where the Adviser may be restricted from effecting purchases and/or sales of financial instruments or investments on behalf of Clients. For example, if the Adviser invests in the debt securities of an issuer on behalf of a Client, the Adviser may have access to MNPI or other confidential information and may be restricted. (Additionally, there may be other instances where the Adviser does not receive MNPI or other confidential information but may be contractually or otherwise restricted by the issuer or its agent, from investing in other investments of the same issuer or other parties.) At times, the Adviser, in an effort to avoid restrictions for a Client may elect not to receive MNPI or other confidential information, which may be relevant to a Client’s portfolio, that other market participants are eligible to receive or have received, or may seek to retain a party, at the Client’s expense, that could review material non-public or other confidential information in seeking to ensure that the Adviser and its Clients obtain certain benefits without becoming subject to restrictions resulting from the receipt of MNPI or other confidential information. Management of Multiple Clients and Investments in Affiliated Funds. The Adviser and its affiliates sponsor or manage multiple Funds, some of which have objectives that are similar to, or which overlap with, those of other Clients. In general, a Client that is sponsored or managed by the Adviser or its affiliates may invest in the same issuers in which other Clients may invest. The Adviser may also sponsor Funds or advise Clients that provide financing to portfolio companies in or through which certain Clients invest. Such activities raise potential conflicts of interest, including the determination of whether and to what extent investment opportunities should be allocated among Clients. Further, a Client’s investments may include investments in vehicles that are directly or indirectly affiliated with the Adviser, such as the Funds. Please see Item 6 for a further discussion of the management of multiple Clients and investments in affiliated Funds and Items 6 and 12 for a discussion of allocation of investment opportunities among Clients. Independent Relationship with External Managers. The Adviser and/or its affiliates may enter into contractual arrangements and/or relationships with the External Managers unrelated to the advice regarding the Externally Managed Investments that the Adviser and/or its affiliates is providing to Clients. Pursuant to such contractual arrangements and/or relationships, the Adviser and/or its affiliates may provide advice to the External Managers that differs from the advice provided to Clients, and in some cases may recommend actions that are not in the best interests of, or are materially adverse to, Clients. Such contractual arrangements and/or relationships may result in a conflict of interest with regard to advice the Adviser and/or its affiliates provide in respect of the Externally Managed Investments. Investments, Directorships, or Similar Roles with Issuers. Officers, members, partners, affiliates and employees of the Adviser and their respective affiliates may make personal investments in certain issuers or serve as directors or officers of certain issuers in which a Client invests and, in those capacities, may be required to make decisions that they consider to be in the best interests of their investments or such companies. In certain circumstances, for example, in situations involving the bankruptcy or near-insolvency of a company, actions that may be in the best interest of the issuer or in connection with a personal investment may not be in the best interest of a Client, or actions that may be ultimately found to be in the best interest of a Client may not be in the best interest of the issuer or in connection with a personal investment. In these situations, 55  there may be conflicts between an individual’s duties as an officer, affiliate or employee of the Adviser or their respective affiliates and such individual’s personal investments or duties as a director or officer of the issuer. Multiple Professional Capacities. As described in this brochure, certain Cerity Partners Entities and their employees provide services in addition to investment advisory services and such activity can and will present conflicts of interest when providing and selecting services for Clients. For example, Cerity Partners employees may serve in ownership or control positions with an unaffiliated entity that serves as the general partner of certain unaffiliated funds in which Cerity Partners or its affiliates’ clients have invested in. Further, Cerity Partners Entities maintain business relationships with individuals, companies, financial services providers, as well as affiliated and unaffiliated funds. In connection with such relationships and services, Cerity Partners Entities or their employees may receive fees, compensation and remuneration, as well as other benefits. In other instances, Cerity Partners employees may be elected to serve on the board of managers for underlying investments in which Cerity Partners or its affiliates choose to invest in or offer as investment options to their clients. Clients will not be entitled to compensation related to any such benefit to the businesses of Cerity Partners Entities. In addition, such relationships may have an adverse impact on Clients, including, for example, by restricting potential investment opportunities where Cerity Partners Entities, through such a relationship, may come into material non-public information that would restrict trading in a security, or might otherwise be averse to such business relationships. To help address such conflicts, Cerity Partners Entities seek to manage such conflicts and to disclose such instances to those clients and potential clients that are subject to such conflicts. Restrictions Arising under the Laws, Policies or Agreements. The activities of affiliates of the Adviser (including, without limitation, the holding of investment positions or having any of its personnel on the board of directors of a company or as its officer or otherwise) could result in securities law or other restrictions on transactions in investments held by the Adviser’s Client, affect the prices of the Adviser’s Client’s investments or the ability of the Adviser’s Client to purchase, retain or dispose of such investments, or otherwise create conflicts of interest for the Adviser’s Client, any of which could have a material adverse impact on the performance of the Adviser’s Client and thus the return to the Adviser’s Client’s investors. Related Party Transactions. The Adviser may, if it deems appropriate, select one or more persons who are not affiliated with the Adviser to serve on a committee, the purpose of which is to consider and, on behalf of investors in certain Clients, approve or disapprove, to the extent and in the manner required by applicable law, principal transactions or certain other related party transactions, including approvals required under the Advisers Act (including Section 206(3)). Any approval of such committee of a decision, transaction, or other matter will generally be binding upon a Client and upon each of the Client’s investors, as well as upon any intermediate investment vehicles, and master funds and each investor in any such vehicles. The Adviser will generally cause a Client to reimburse members of the committee for their out-of-pocket expenses and to indemnify them to the maximum extent permitted by law. Further, the Adviser and its affiliates may from time to time invest their own assets in securities or instruments in which the Adviser may determine to invest a Client’s assets. The Adviser and its affiliates may buy, sell, or hold securities or other investments for their own accounts while making different investment decisions, where applicable, for a Client. It is expected that, if such investments are made, the size and nature of these investments will vary over time. Certain investments made by the Adviser and its affiliates may be suitable or appropriate for a Client but may not necessarily be shown, made available, or allocated to such Client. 56  Affiliates of the Adviser that are invested in Clients (“Affiliated Investors”), as well as other partners and investors, may invest, directly and indirectly, in certain, but not all, of the Funds or other Clients advised by the Adviser on terms that likely will be more advantageous to those offered to other investors or Clients. It is expected that, if such investments are made, the size and nature of these investments will vary over time. Such Affiliated Investors and/or other partners and investors and other accounts may not be required to keep any minimum investment in any of the Funds or other Clients managed by the Adviser or may not be subject to lock-up or notice periods. The investment of such affiliates and other accounts may constitute a significant portion of the interests of a Fund or other Client, which may create a further conflict and may pose a risk to the Funds or other Client in the event of a significant withdrawal or redemption. Valuation. The assets and liabilities of the Adviser’s Clients will be valued in accordance with the Adviser’s valuation policy, which seeks to fairly and accurately value investments based on approved methodologies in accordance with U.S. Generally Accepted Accounting Principles, except as otherwise described herein or in any offering or other document. The Adviser’s Clients and investors should be aware that there is a conflict of interest to the extent that the Adviser or an affiliated entity is performing valuations for the Adviser’s Clients, including, among others, when the Adviser is expected to receive management fees and performance-based compensation based on such valuations. Diverse Investors. The direct and indirect investors in Clients are expected to include persons or entities organized in various jurisdictions, which may have conflicting investment, tax, and other interests. As a result, conflicts of interest may arise in connection with decisions made by the Adviser that may be more beneficial for one type of investor over other types of investors, especially with respect to investors’ liquidity rights, individual tax situations (including with respect to the nature or structuring of investments) and other preferential terms. In making decisions, the Adviser intends to consider the investment objectives of Clients as a whole, and not necessarily the investment objectives of any investor individually. To avoid potential conflicts, including those described above, personal investment transactions by partners, members, officers, and employees of the Adviser and its controlled affiliates are subject to the policies and procedures set out in the Adviser’s Code of Ethics, which are designed to mitigate conflicts of interest and to detect and prevent misuse of material non-public or inside information. In addition to various trading restrictions, personal investment transactions in certain security types and accounts that are directly or indirectly controlled by Adviser’s personnel are monitored and, in some cases, pre-cleared by the Adviser’s Compliance Department. In addition, the Adviser determines whether and to what extent investment opportunities should be allocated among Clients on a basis it believes to be fair and equitable over time and has adopted allocation policies designed to address potential conflicts of interest. The Adviser’s general policy is to allocate investment opportunities promptly and on a fair and equitable basis after consideration of the relevant circumstances and the Adviser may adopt specific allocation policies for certain investment strategies, such as the Comprehensive Solutions Strategy. The Adviser follows a number of broad allocation models which are subject to change from time to time. Generally speaking, the allocation models follow formulas that are aimed at balancing Client portfolios or complying with specific portfolio management instructions. Although the Adviser generally seeks to allocate investment opportunities on a pro rata basis based on the size of each Client account, the selection of an allocation model may alter such an allocation based upon relevant circumstances including, without limitation: the investment objectives, strategies and restrictions; portfolio and risk management strategies; tax, legal, regulatory and other considerations; asset levels and cash flow considerations; portfolio liquidity; duration and/or time 57  horizon profile; timing and size of capital contributions and redemptions; market conditions; whether certain accounts would receive nominal or de minimis allocation amounts; and other criteria believed to be relevant by the Adviser. Additionally, the Adviser may consider if a Client is in its investment period or ramp-up phase or it has received a capital infusion or withdrawal request (including Funds with substantial investments by affiliates of the Adviser), preference may be given to that Client so that it reaches its desired position quickly. The foregoing list of conflicts of interest does not purport to be a complete enumeration or explanation of the conflicts involved in an investment with, or managed by, the Adviser. To the extent that prospective investors would benefit from an independent review, such benefit is not available through the Adviser or any of its affiliates. In addition, as the Adviser’s investment programs and Clients develop and change over time, a Client may be subject to additional and different conflicts. The Adviser or related persons act as general partners and managing members of Private Funds and as adviser or sub-adviser to a Registered Fund that may invest in U.S. and foreign equity, debt and associated derivatives of companies operating in a wide range of industries, convertible securities, commodity futures, options and warrants, foreign currencies, MLPs, royalty trusts and sovereign fixed-income securities, and may engage in leverage transactions and utilize derivatives. Such Funds may be stand-alone funds, funds-of-funds, or Funds that invest through a master-feeder fund structure. The applicable offering or other documents of each Fund generally sets forth the types of investments in which such Fund may invest. It is anticipated that the Adviser or related persons will act as general partners or managing members of additional Funds in the future. Co-Investments. The Adviser and its affiliates may, from time to time, offer to one or more investors in/beneficial owners of Clients and/or other third-party investors the opportunity to co- invest with a Client in particular investments. The term “co-investment” opportunity also includes investment opportunities in the form of financing facilities relating to portfolio companies. The Adviser and its affiliates are not obligated to arrange co-investment opportunities, and no such investors or beneficial owners will be obligated to participate in such an opportunity. The Adviser and its affiliates have sole discretion as to the amount (if any) of a controlled co-investment opportunity that will be allocated to any such investors or beneficial owners (and in exercising such discretion, the Adviser may consider the following, non-exhaustive list of factors: (i) the ability of an investor to commit to invest in a short period of time, in light of the timing constraints applicable to the co-investment; (ii) the ability of an investor to commit to a significant portion of such opportunity; (iii) whether an investor is a strategic investor; (iv) the size of an investor commitment to or investment in a Client; (v) tax and regulatory considerations relevant to an investor and the particular co-investment opportunity, etc.) and may allocate co-investment opportunities instead to third parties. If the Adviser determines that an investment opportunity is too large for Clients, the Adviser and its affiliates may, but will not be obligated to, make proprietary investments therein. The Adviser or its affiliates may receive fees and/or allocations from co-investors, which may differ as among co-investors and also may differ from the fees and/or allocations borne by other Clients. 58  Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Potential or actual conflicts of interest may arise from time to time between the Adviser and its affiliates, on the one hand, and its Clients, on the other hand. The Adviser seeks to provide additional disclosure regarding conflicts of interest and associated risks to investors in the Funds in the respective offering or other documents of each Fund. CODE OF ETHICS AND PERSONAL TRADING The Adviser has adopted a Code of Ethics that sets forth the standards of conduct expected of its associated persons and requires compliance with applicable securities laws, including Rule 17j-1 of the 1940 Act. The Code of Ethics imposes certain restrictions on securities transactions in the personal trading accounts of covered persons to help avoid conflicts of interest. All supervised persons associated with the Adviser must acknowledge the terms of the Code of Ethics annually, or when it is amended. In accordance with Section 204A-1 of the Advisers Act, the Code of Ethics includes provisions relating to the confidentiality of client information, a prohibition on insider trading and personal securities trading procedures. Clients or prospective clients may request a copy of the Cerity Partners Code of Ethics by contacting Compliance at (212) 850-4260 or compliance@ceritypartners.com. Cerity Partners anticipates that it may recommend, in appropriate circumstances and consistent with clients’ investment objectives, the purchase or sale of securities in which it, an affiliate (including individual employees) or a client have a position. Cerity Partners, its employees and persons associated with Cerity Partners are required to follow Cerity Partners’ Code of Ethics in these circumstances. The Code of Ethics is designed to help ensure that the interests of Clients are placed ahead of the interests of its employees, and to comply with all applicable securities laws. The Adviser, its affiliates and its employees may trade in the same securities as its Clients only in a manner which is reasonably expected to be consistent with the Code of Ethics. To the extent that trades are aggregated in Client accounts, all accounts will share commission costs on a pro rata basis and receive securities at a total average price. The Adviser will retain records of the trade order and its allocation. The Adviser will generally allocate partially filled orders on a pro rata basis, unless another method is deemed fair and equitable given the circumstances. Employee and affiliate trading is continually monitored under the Code of Ethics in order to reasonably ensure compliance. PARTICIPATION IN CLIENT TRANSACTIONS The Adviser may participate or have an interest in Client transactions in several ways: (1) as principal, the Adviser may buy securities and investments for itself from or sell securities and investments it owns to a Client; (2) the Adviser may recommend to a Client that the Client buy or sell securities and investment products in which the Adviser or a related person has some financial interest (such as, but not limited to, private investment funds); and (3) the Adviser may buy or sell for itself securities and investments that it also recommends to clients. The Adviser may engage in transactions in which it is not “acting as a broker” for purposes of Section 206(3) of the Advisers Act because the Adviser receives no compensation or other transaction-based fee, either directly or indirectly, from a cross trade between two of its Clients (an “Internal Cross Transaction”). For these Internal Cross Transactions, the Adviser may seek to use an independent pricing mechanism to value the investments involved in the Internal Cross Transaction. Internal Cross Transactions may involve situations in which, among others, one Client (or affiliate of a Client) makes or otherwise acquires an investment that is later sold to 59  another Client. In such situations, the Client making the initial investment will bear the investment risk related to the investment if and until such time as an Internal Cross Transaction is effected with another Client. The Client making the initial investment may be paid interest or other compensation from the Client purchasing the investment in such circumstances if believed to be necessary and appropriate by the Adviser. There also may be instances in which one Client, due to administrative or other reasons, agrees to make an investment on behalf of another Client. In such instances, the Client making the initial investment may be paid interest or other compensation, as applicable or deemed appropriate, from the Client purchasing the investment in such circumstances. The Adviser may also effect “agency cross transactions” in which an affiliated broker-dealer acts as agent for either the buyer or seller in the transaction. The Adviser will only trade with an affiliated broker-dealer on behalf of a Client on an agency cross basis when the Client has consented to our effecting such transactions or when no commission is charged on either side of the transaction. Any agency cross transaction will be effected in compliance with applicable law, as well as policies and procedures the Adviser has designed to prevent and disclose potential conflicts of interest. The affiliated broker-dealer may receive a commission from the seller and/or the buyer when it executes transactions on an agency cross basis and under certain conditions. The Adviser’s affiliates also invest in the Funds from time-to-time. Further, the Adviser and its affiliates may from time to time invest their own assets in securities or other investments in which the Adviser may determine to invest a Client’s assets. The Adviser and its affiliates may buy, sell, or hold securities or other investments for their own accounts while making different investment decisions, where applicable, for a Client. It is expected that, if such investments are made, the size and nature of these investments will vary over time. Certain investments made by the Adviser and its affiliates may be suitable or appropriate for a Client but may not necessarily be shown, made available or allocated to such Client. Affiliated Investors, as well as other partners and investors, invest, directly and indirectly, in certain, but not all, of the Clients advised by the Adviser on terms and conditions that may be more advantageous to those offered to other investors. It is expected that, if such investments are made, the size and nature of these investments will vary over time. Such Affiliated Investors and/or other partners and investors and other accounts may not be required to keep any minimum investment in any of the Clients managed by the Adviser; or may increase the amount of their respective investments or withdraw all or any portion of their respective investments pursuant to the terms of the relevant partnership agreement without notice to the other investors or may not be subject to lock-up or notice periods. Affiliated Investors may not be required to pay or bear any management fees or performance-based compensation or may by virtue of their respective roles or relationships at or with the Adviser have access to more information. The investment of such affiliates and other accounts may constitute a significant portion of the aggregate interests of a Client, which may create a further conflict and may pose a risk to the Client in the event of a significant withdrawal or redemption. The Adviser believes it has adopted standards in its policies and procedures to address these potential conflicts. OTHER RELATED CONFLICTS AND PRACTICES Side Letters. The Adviser and/or its affiliates are typically authorized to enter into agreements with investors that have the effect of establishing rights under, or altering or supplementing the terms of, the applicable terms offered to other investors, including, without limitation, arrangements with respect to management fees, incentive fees/allocation, applicable withdrawal charges, the right to make withdrawals on a more frequent basis and the circumstances under 60  which withdrawals may be required, the right to receive reports from the Client or the Adviser on a more frequent basis or to receive reports that include information not provided to other investors and the right to make co-investments with Client or other investment vehicles managed by the Adviser or its affiliates. Disclosure of Portfolio and Other Information. The Adviser sometimes provides portfolio holdings information to entities that have been retained by investors to evaluate portfolio risk. In addition, by virtue of certain of the Affiliated Investors’ relationship with the Adviser and its affiliates, certain Affiliated Investors may have access to more and better information than other Investors and Clients, such as, but not limited to, portfolio risk, personnel and/or investment related information. The Adviser provides such information in its sole discretion, and reserves the right to cease providing information at any time. The Adviser makes reasonable efforts to preserve the confidentiality of the information it provides, such as by entering into non-disclosure agreements, but it cannot ensure that the entities to which it provides information will fulfill their confidentiality obligations. In the course of conducting due diligence, investors periodically request information pertaining to their investments, and pertaining to the Adviser and its affiliates. The Adviser may respond to these requests, and may provide information that is not generally made available to other investors. When the Adviser provides this information, it does so without an obligation to update any such information provided. Gifts and Entertainment; Political Contributions. Brokers, counterparties, service providers, and other third parties with whom the Adviser does business occasionally provide gifts and entertainment to the Adviser’s partners and employees. The Adviser and its affiliates may enter into business transactions and relationships on behalf of a Client with such entities. Such gifts and entertainment create a conflict of interest in our selection and retention of these entities. To address this conflict, the Adviser has adopted policies and procedures to monitor and limit gifts and entertainment received by its personnel. In compliance with Rule 206(4)-5 of the Advisers Act, the Adviser has also established policies and procedures relating to political contributions that its partners and employees make to public officials and candidates for elected office. Financial Interests in Client Transactions. Portfolio companies may be counterparties or participants in agreements, transactions or other arrangements with the Adviser, its affiliates and/or its employees which may involve fees and/or payments to the Adviser and/or its affiliates. For example, Portfolio companies of the Private Funds may, from time to time, make discounts and other benefits available to the Adviser, its affiliates and/or its employees in connection with products or services offered by such companies. The Adviser has policies and procedures designed to prevent and disclose potential conflicts of interest associated with such discounts and benefits. 61  Item 12 – Brokerage Practices BROKERAGE SELECTION The Adviser generally has authority to determine the investments to be bought or sold, the amount of investments to be bought or sold, the broker or dealer to be used and the commission rates paid. Any particular aspect of such authority will be agreed to pursuant to the provisions of the organizational and offering documents of the Funds and/or the IMAs of Clients. The Adviser will seek to obtain “best execution” for Client transactions, which generally means the Adviser executes investment transactions in a manner such that a Client’s total costs or proceeds in each transaction are most favorable under the circumstances. The concept of “best execution” should not, and is not, determined by “lowest possible commission costs,” but by best “qualitative execution.” Consequently, brokers are selected primarily on the basis of their execution capability and trading expertise consistent with the effective execution of the transaction. The Adviser, in determining the broker or dealer to be used and the commission rates to be paid, considers, among other things: • Quality of execution • Reputation • Financial strength and stability • Block trading and block positioning capabilities • Promptness and accuracy • Access to underwritten offerings and secondary markets • Ongoing reliability • Overall cost of trade (including commissions, mark-ups, mark-downs, spreads, and other costs) • Nature of the security and available market makers • Desired timing of the transaction • Desired size of the trade • Confidentiality of trading activity • Market intelligence • Quality and timeliness of market information provided • Provision of research or brokerage services • Other similar services Accordingly, the commissions charged by any such broker or dealer may be greater than the amount another firm might charge if the Adviser determines in good faith that the amount of such commissions is reasonable in relation to the value of the brokerage services and research information provided by such brokers or dealers. Investors should expect that securities transactions will generate a substantial amount of brokerage commissions and other costs, all of which is borne by the Client, and not the Adviser. In addition to using brokers as “agents” and paying resulting commissions, the Adviser sometimes causes Client accounts to buy or sell securities directly from or to dealers acting as principals at prices that include mark-ups or mark- downs, and may also cause Client accounts to buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. Although the Adviser may have an incentive to select or recommend a broker or dealer based on its interest in receiving the research or other products and services, Adviser seeks to obtain best 62  execution and, consistent with the requirements of best execution, brokerage commissions may be directed to brokers, dealers or other parties, either directly or indirectly, in recognition of, among other things, investment research and information furnished as well as for services rendered in the execution of orders by such brokers, or dealers. By allocating transactions in this manner, the Adviser is able to supplement its research and analysis with the views and information of brokerage and other firms. Neither the Adviser nor any related person receives client referrals from any broker-dealer or third party. Additionally, the Adviser does not recommend, request or require that a client direct the Adviser to execute transactions through a specified broker-dealer. Consistent with seeking to obtain best execution, the Adviser employs a number of policies and procedures designed to address the conflicts identified in this section. RESEARCH AND OTHER SOFT DOLLAR BENEFITS Consistent with obtaining best execution, the Adviser may enter into arrangements with broker- dealers that provide for the use of brokerage commission dollars to be used to generate soft dollar credits, which, in turn, can be used to pay or provide discounts for “soft dollar” items. When the Adviser uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, the Adviser receives a benefit because it does not have to produce or pay for such products or services. The Adviser at times has an incentive to select or recommend a broker-dealer based on its interest in receiving research or other products or services, rather than on its Clients’ interest in receiving most favorable execution. Nevertheless, the Adviser seeks to obtain best execution considering the factors identified in the preceding section. Although the Adviser generally seeks to use such soft dollar credits to pay, or receive discounts, for items such as “brokerage and research services” that benefit the Adviser’s Client or Clients, as a whole, the Adviser also may use all or any portion of such credits to pay, or receive discounts, for items that benefit other Clients and itself. In such cases, additional brokerage costs incurred by the Adviser’s Client in connection with these arrangements may not, or not exclusively, benefit such Client. Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) provides a safe harbor that allows investment managers with discretionary authority over client accounts to pay more than the lowest possible commission in order to obtain “brokerage and research services” without breaching their fiduciary duties to clients. The Adviser seeks to comply with the Section 28(e) safe harbor in connection with any soft dollar arrangements. If an expense relates to “mixed-use” services or products that include functions that would generally qualify for soft dollar payment or discount under the Adviser’s policy stated above as well as has functions that the Adviser intends to use that do not so qualify, the Adviser will seek to make a good faith allocation of the cost or discount between qualifying and non-qualifying functions to determine the portion that may be paid or discounted with soft dollars credits. The allocation process will attempt to take into account the principal functions or benefits of the services and products involved, but will not attempt to measure de minimis or occasional non- qualified usage. Consequently, it is possible that payments by, or discounts as a result of, a Client relating to mixed-use services or products could inure to the benefit of the Adviser, but it is not expected that the amount of such payments would be material. In certain circumstances and for certain strategies, the Adviser may retain Cerity Partners Entities or External Managers to provide investment management services to its Clients through separate or other accounts and issuers in which a Client invests. 63  Other Cerity Partners Entities or External Managers may have their own soft dollar arrangements with broker-dealers that result in their clients, which for these purposes include the separate or other accounts with Client assets, paying more than the lowest possible commissions. In such instances, these External Managers and their other clients may receive benefits that stem from brokerage transactions conducted for the separate or other accounts. The Adviser intends to review offering memoranda of issuers in which a Client invests and, as appropriate, other documents relating to the soft dollar arrangements of External Managers in connection with its determination of whether to invest in such issuers or with such External Managers. The Adviser notes, however, that such offering memoranda and other documents may not fully disclose the soft dollar arrangements of External Managers. BROKERAGE FOR CLIENT REFERRALS Please refer to Item 14 below regarding the Adviser’s brokerage practices with respect to capital introduction events sponsored by broker-dealers. DIRECTED BROKERAGE The Adviser permits Advisory Clients to select their own counterparties and direct the Adviser to execute transactions through a specified broker-dealer or broker-dealers. However, when acting pursuant to these instructions. the Adviser may be unable to achieve most favorable execution of client transactions, which can result in additional costs and expenses incurred by the Client. For example, Clients may pay higher brokerage commissions or may receive a less favorable price when buying or selling if they cannot participate in an aggregated trade along with other Client orders executed through broker-dealers that the Adviser selected. Certain Advisory Clients utilize a custodian that does not take in trades from other brokers. Otherwise, the Adviser does not currently have any directed brokerage arrangements with Clients, although the Adviser may enter into such arrangements in the future. TRADE AGGREGATION AND ALLOCATION PRACTICES The Adviser may seek to combine orders for Clients. While the Adviser generally believes combining orders will be advantageous to participants, in some cases the price could be less advantageous to a Client account than if orders had not been combined. When the Adviser combines orders for Clients, the Adviser generally will seek to allocate the investments on a fair and equitable basis over time among the Clients based on, among other things, the following factors with respect to the Clients: the investment objectives, strategies and restrictions; portfolio and risk management strategies; tax, legal, regulatory and other considerations; asset levels and cash flow considerations; portfolio liquidity; duration and/or time horizon profile; timing and size of capital contributions and redemptions; market conditions; whether certain accounts would receive nominal or de minimis allocation amounts; the amount of assets then available under management for investment; whether the investment is an initial public offering or follow-on offering; and other criteria believed to be relevant by the Adviser. The Adviser will seek to prevent any Client from being systematically disadvantaged by aggregation and allocation of orders. The Adviser determines whether and to what extent investment opportunities should be allocated among Clients on a basis it believes is fair and equitable over time. The Adviser’s general policy is to allocate investment opportunities promptly and on a fair and equitable basis after consideration of the relevant circumstances. The Adviser follows a number of broad allocation models which are subject to change from time to time. Generally speaking, the allocation models follow formulas that are aimed at balancing Client portfolios or complying with specific portfolio 64  management instructions. Although the Adviser generally seeks to allocate investment opportunities on a pro rata basis based on the size of each Client account, the selection of an allocation model may alter such an allocation based upon relevant circumstances including, without limitation: the investment objectives, strategies and restrictions; portfolio and risk management strategies; tax, legal, regulatory and other considerations; asset levels and cash flow considerations; portfolio liquidity; duration and/or time horizon profile; timing and size of capital contributions and redemptions; market conditions; whether certain accounts would receive nominal or de minimis allocation amounts; and other criteria believed to be relevant by the Adviser. Additionally, the Adviser may consider if a Client is in its investment period or ramp-up phase or it has received a capital infusion or withdrawal request (including Funds with substantial investments by affiliates of the Adviser), preference may be given to that Client so that it reaches its desired position quickly. In addition, the Adviser has adopted specific allocation policies and procedures for certain types of investment opportunities and strategies, including the Comprehensive Solutions Strategy, co- investment opportunities, initial public offerings, follow-on offerings and certain investment opportunities that have been sourced by, or offered to, the investment team responsible for its asset-based value products, each of which is aimed at ensuring the allocation of such investment opportunities is made on a fair and equitable basis over time among the applicable Clients. Notwithstanding the foregoing, there can be no assurance that certain allocation decisions will not directly or indirectly adversely affect the Adviser’s Clients, even if such decisions are made in good faith. Allocations are subject to a significant degree of discretion exercised by the Affiliated Investors, including the Adviser, including, but not limited to, in connection with rebalancings, investing in new, different or additional investment strategies and in connection with admissions and withdrawals of investors to and from various Funds. Even allocations designed to mitigate conflicts do not eliminate the possibility that an allocation of assets will not adversely affect the Adviser’s Clients. The Adviser and its affiliates may face conflicts of interest in determining whether to allocate assets among various Clients, including, by way of example and not limitation, circumstances that could be construed in hindsight or otherwise, regardless of intent or innocent purpose, as: • benefits being conferred upon one Client to the detriment of another Client (e.g., a decision to allocate a Fund investment opportunity to co-investors being construed to benefit such co-investors to the detriment of the Fund or increasing the allocation of assets of a multi- strategy fund to one Client, and correspondingly, decreasing the assets allocated to other Clients, in anticipation of a potential liquidity shortfall, to otherwise manage the liquidity of a Client or to make reserves for liabilities that may be incurred by such Client); • benefits being conferred upon other Funds to the detriment of the Adviser’s Client (e.g., reducing a multi-strategy fund’s allocation to the Adviser’s Client prior to the announcement of a departure of an important member of the Adviser or prior to the realization of a substantial loss from any given investment); or • benefits being directly or indirectly conferred upon certain Adviser affiliated investors to the detriment of a Client (e.g., partners or Cerity Partners Entities indirectly receive fee income and performance-based compensation from Clients, and thus, depending on the fee structure charged by Clients, might be construed as being motivated to make any and all investment decisions to maximize their own pecuniary interests, as opposed to maximize returns of each Client). 65  Certain investment professionals may be responsible for managing only certain Client accounts. From time to time an investment professional may generate or receive an investment idea or opportunity through his or her own efforts or sources (e.g., a private investment or an investment idea or opportunity not received by the Adviser generally or generated by or with other personnel of the Adviser or its affiliates). In such cases, the investment professional may, but will not necessarily, share the investment idea or opportunity with other investment professionals of the Adviser or with professionals responsible for other Client accounts. There can be no assurance that investment professionals will communicate all investment ideas or strategies to all of the Adviser’s investment professionals or that such ideas or strategies will be implemented, in whole or in part, by all investment professionals on any basis. The Adviser will only allocate appreciation and depreciation from “new issues,” as defined under FINRA Rule 5130, as amended, supplemented and interpreted from time to time, and other restricted investments, to investors in a Fund and to Advisory Clients in which beneficial owners are eligible to participate therein. TRADE ERRORS It is the Adviser’s policy that due care be taken with respect to the purchase and sale of investments on behalf of its Clients. This includes seeking to avoid trade errors. Nevertheless, the Adviser may, from time-to-time, make trade errors in managing Client accounts. Trade errors are not errors in judgment, strategy, market analysis, economic outlook, etc., but rather errors in connection with the purchase and sale of securities that the Adviser has determined (rightly or wrongly) to purchase or sell for a Client. Examples of trade errors include buying 10,000 shares of an issue rather than the 1,000 that was intended; or taking a long rather than the intended short position in a particular issue. Trade errors can result from clerical mistakes, miscommunications between the Adviser’s personnel and other reasons. Trade errors are not the function of poor strategies, inaccurate valuation models, economic expectations, missed opportunities, undue speculation, unauthorized trades or the like, but rather of the incorrect implementation of specific purchases or sales which the Adviser had decided to make. The Adviser determines whether to have the costs arising from trade errors borne by a Client or the Adviser by applying the same standard of liability that would apply to any other action or omission by the Adviser in the course of such management under the applicable Client agreement. Trade errors are evaluated on a case-by-case basis. For certain clients (such as Private Funds and most Advisory Clients), the applicable standard of liability is generally gross negligence, willful misconduct or fraud. For other Clients (such as the Registered Fund and Advisory Clients that are subject to ERISA), the applicable standard of liability is ordinary negligence. The Adviser will seek to reverse trade errors that result in losses for any Clients; to the extent that the trade error is the result of a breach of the applicable standard of liability, the Adviser will bear such losses in the event of such breach. Notwithstanding the foregoing, if the Adviser manages more than one Client side-by-side as part of the same strategy and the applicable standard of liability for any Client in such strategy is ordinary negligence, then the Adviser will seek to reverse the errors that result in losses for any Client in such strategy (regardless of the standard of liability under the applicable Client agreement) and will be responsible to make any affected Client in such strategy whole. A Client’s account is considered by the Adviser to be side-by-side as part of the same strategy with another Client if all of the following characteristics of each Client’s portfolio are applicable: • Same portfolio manager, investment strategy, investment guidelines and restrictions, securities traded, and regulatory restrictions. • Stated pari passu treatment with other Client(s) in the applicable agreement. 66  The Adviser itself determines in good faith whether or not a given trade error is required to be reimbursed under the general liability and exculpation standards applicable to a particular Client. The Adviser has a conflict of interest in determining whether a trade error has occurred, as well as whether the costs of such trade error should be for the account of the Client or the Adviser. Trade error costs can be significant — including market losses resulting from the position incorrectly acquired or disposed as well as the additional brokerage costs of closing out or reversing the error. The opportunity cost (lost profits) of not having made the trade intended to be made is not considered a trade error cost. Any gains recognized on trade errors will be for the benefit of the Client; none will be retained by the Adviser. CROSS TRADES As described in Item 11, the Adviser may effect cross transactions between Client accounts, if permitted by applicable law. In a cross transaction, one Client account will purchase securities held by another Client account. “Inadvertent” cross transactions may also occur when trades cross in the market. For example, when the Adviser periodically rebalances Client accounts, certain accounts may sell securities into the market at the same time that other accounts are purchasing the same securities in the market, resulting in an inadvertent or “deemed” market cross. INVESTMENT BY AND IN BROKER-DEALERS The Adviser permits affiliates of broker-dealers that are selected to effect portfolio transactions for Clients, including the Private Funds, to invest in the Private Funds. The Adviser may also establish separately managed accounts for affiliates of broker-dealers. These relationships may create a conflict of interest because there is a risk that the Adviser may select a broker-dealer to perform commission-earning services for the Clients as a result of the broker-dealer’s (or its affiliate’s) Client accounts and investments in the Private Funds. As described above, our selection of broker-dealers is based on a variety of factors and the Adviser does not consider the investment of assets with us in selecting brokers for Client execution purposes. Nonetheless, a potential conflict of interest exists. In addition, the Adviser may invest Client accounts in common stock of broker-dealers (or their affiliates) through which Client brokerage is executed. The Adviser makes these investments in the exercise of its investment discretion, when it believes the investment is beneficial to its Clients. The Adviser does not have any pre-arrangement or understanding with any broker-dealer that an investment in the broker-dealer’s (or its affiliate’s) publicly-traded stock is in recompense for business or other services such broker-dealer provides to the Adviser and its Clients. COMPLEX INSTITUTIONAL RELATIONSHIPS The Adviser has a number of relationships, as disclosed above and elsewhere in this Brochure, with prime brokers and other counterparties. In addition, the Adviser or its affiliates may use the services of a bank for Client or corporate banking purposes and also assist individual partners and/or employees in securing loans from such bank for purposes of investing in the Private Funds. While such arrangements may be common, and simplifies the number of banking relationships the Adviser or its affiliates need to manage, such arrangements present a potential conflict whereby the Client or corporate banking relationship could be used to secure a benefit for the Adviser’s or its affiliate’s partners and/or employees in the form of preferential loan terms or services. The Adviser has policies and procedures in place designed to identify and disclose these potential conflicts of interests. 67  Item 13 – Review of Accounts ACCOUNT REVIEWS The Adviser monitors Clients’ portfolios and certain risks associated with such portfolios. Each Client portfolio is maintained, supervised, and reviewed on a regular basis by the Client’s respective portfolio manager and investment team (including partners and analysts) (the “Investment Professionals”) and also benefits from the resources of the Adviser, including risk, compliance, finance, operations, technology, legal and marketing resources. In addition to regular monitoring, factors that may trigger a special review include, but are not limited to, changes in market, economic, or legal or regulatory conditions, changes in information or other factors regarding a particular investment, purchase and sales of investments, and other similar developments and events. General reviews usually involve consideration of investments held, the percentage of assets in various types of asset classes, industry or sector concentrations and the relative and absolute performance of each Client. REPORTING With respect to the Private Funds, each investor generally should expect to receive annual audited financial statements of the applicable Private Fund. In addition, investors in these Private Funds generally will receive their transaction confirmations, monthly or quarterly account summaries (as applicable), and other fund-related information that is shared with all investors. With respect to the Registered Fund for which the Adviser provides advisory investment services, the Adviser provides the members of the Registered Fund’s Board of Trustees the reports agreed between such Board of Trustees and the Adviser. With respect to other Clients, the Adviser generally will provide such Clients with reports and statements, the content and frequency of which generally will be as agreed to by the Adviser and such Clients. 68  Item 14 – Client Referrals and Other Compensation The Adviser does not have any arrangements, oral or in writing, through which it is paid cash by or receives some economic benefit (including commissions, equipment or non-research services) from a non-Client in connection with giving advice to Clients. The Adviser and its affiliates may, however, compensate third parties, including brokers, dealers, placement agents and others, in connection with the solicitation of prospective Clients and Investors. The Adviser may also enter into fee-sharing or other similar arrangements with affiliates. Any such fees may be a percentage of such Client’s assets under management or a portion of the management fees and/or performance-based compensation earned by the Adviser (or its affiliates), or any other fee arrangement agreed to by the Adviser (or its affiliates) and such third party. The Adviser will pay any referral fees solely from its fee, and will not increase the client’s fee nor impose any additional charge on the client. To the extent applicable, such solicitation arrangements will seek to conform to Rule 206(4)-1 under the Advisers Act and, as applicable, appropriate provisions/guidance under ERISA. The Adviser may execute Client transactions with prime brokers that sponsor events, meetings or other communications between potential investors and the Adviser and its affiliates. These capital introduction services are provided incidental to other brokerage services. The Adviser and its affiliates are not compelled to engage broker-dealers that sponsor these capital introduction programs in order to be included at these events. However, these capital introduction events are typically sponsored by prime brokers that provide necessary services to certain Clients and they may create the appearance of using the execution services of these broker-dealers in order to be invited to their capital introduction programs. The Adviser does not pay to participate in these programs and does not cause Clients to execute transactions or pay higher commissions or other transaction costs in connection with these programs or services (although Clients will not necessarily pay the lowest possible commission when executing transactions through these broker-dealers—please see Item 12 above for additional information). However, the Adviser does pay to attend certain conferences, seminars and other events that are attended by prospective investors, but are not specifically designed as capital introduction events. Furthermore, broker-dealers or their affiliates may introduce the Adviser to prospective investors and will continue to have business relationships with, and execute brokerage transactions on behalf of, Clients. 69  Item 15 – Custody The Adviser does not take possession or physical custody of Client assets. However, under Rule 206(4)-2 under the Advisers Act, the Adviser is deemed to have custody of certain Client assets as described below. Securities and investment transactions for a Client generally are executed by brokers or dealers or other parties selected by the Adviser, in its sole discretion. Clients typically provide consent to the Adviser’s selection of such brokers, dealers and other parties under the terms of the investment management or other agreements with the Clients. Such brokers, dealers and other parties may, if qualified, serve as custodian for the assets of Clients (a “Custodian”). In the case of Private Funds, the Custodians are appointed by the Adviser. In the case of Advisory Clients, the applicable Advisory Client typically appoints the Custodian. In the case of a Registered Fund, the Registered Fund appoints the Custodian. With respect to Private Funds, the Adviser is deemed to have custody of Client assets because of its authority over such assets. The Adviser seeks to satisfy the requirements of Rule 206(4)-2 with respect to Private Funds by engaging an independent public accountant registered with, and regularly examined by, the Public Company Accounting Oversight Board to conduct annual financial audits of such Private Funds prepared in accordance with U.S. Generally Accepted Accounting Principles and delivering the audited financial statements directly to investors in such Private Funds. The audited financial statements of the Private Funds will be distributed to each investor within 120 days of the Private Funds' fiscal year end, or within 180 days for fund of funds. If the Adviser is deemed to have custody of client assets by means of having the authority to subscribe, redeem or transfer interests on behalf of its clients, pursuant to the underlying client agreement, then the Adviser will arrange for an independent public accountant to conduct a surprise verification of the assets over which the Adviser is deemed to have custody. The verification will be conducted at least once during each calendar year at a time that is irregular from year to year, and that is chosen by the accountant without prior notice to the Adviser. The surprise asset verification must also be conducted pursuant to a written agreement between the Adviser and the accountant that includes specific provisions regarding filings that the accountant will make with the SEC. The Chief Financial Officer or other authorized person of the Adviser will be responsible for overseeing the surprise asset verification process with respect to these assets. Statements provided by the Adviser may vary from custodial statements based on accounting procedures, reporting dates, valuation methodologies of certain securities or other factors. The Adviser urges you to carefully review such statements and compare such official custodial records to the account statements that the Adviser may provide to you. 70  Item 16 – Investment Discretion The Adviser receives discretionary authority from Clients at the outset of an advisory relationship to select the identity and amount of investments to be bought or sold. Such authority is provided in the Adviser’s advisory contract with each Client. Such discretion generally is exercised in a manner consistent with the stated investment objectives for the particular Client account. When selecting investments and determining amounts, the Adviser seeks to observe the investment policies, limitations, and restrictions of the Clients to which it provides advice. Sub-advisory services may be provided by the Adviser on a discretionary or non-discretionary basis. The Adviser may have discretionary authority to invest, reinvest or manage Client assets, including the authority to (i) direct transactions, (ii) provide instructions to exercise or abstain a right or privilege and (iii) negotiate contracts and agreements on behalf of the Client. In certain circumstances, and subject to the terms of the Client’s advisory contract, the Adviser may engage a sub-adviser, including an affiliate, to provide discretionary or non-discretionary investment advisory services for a portion of a Client’s assets. A Client may provide the Adviser with certain allocation ranges for specific asset classes as well as place limitations in the form of investment restrictions and guidelines, such as in connection with risk tolerances, leverage limitations, liquidity considerations and diversification requirements. A Client also may restrict investments of certain types. A Client may require its designated agents to execute contracts, agreements, or instruments of certain dollar amounts or ranges of amounts. The Adviser may, in its sole discretion, enter into arrangements under which the investments held by its Clients are loaned to other parties in connection with investment lending and similar programs. The Adviser will enter into such arrangements when it believes that the terms and conditions are reasonable for such Client and expects the arrangement to provide a benefit for such Client. Relevant facts and circumstances, including the creditworthiness of the other party, will be considered in making decisions with respect to the lending of investments. 71  Item 17 – Voting Client Securities The Adviser has adopted proxy voting policies and procedures in accordance with Rule 206(4)-6 under the Advisers Act (the “Proxy Policies”). The Proxy Policies are believed to be consistent with the Adviser’s fiduciary obligations in seeking to maximize long-term investment returns for Clients. The Adviser from time to time enters into arrangements with Clients or other advisers pursuant to which such Clients or advisers have responsibility to vote proxies according to their own policies and procedures or wishes. For example, with respect to a Registered Fund for which the Adviser acts as sub-adviser, the adviser to such Registered Fund may be responsible for voting proxies. The Adviser also from time to time enters into arrangements in which a Client directs the Adviser to vote proxies in a specific manner. In order to facilitate the proxy voting process in the event the Adviser receives proxies relating to Client securities, the Adviser may, and currently does, engage a third-party proxy voting service (the “Proxy Voting Service”) to vote proxies for Clients on behalf of the Adviser. In general, and subject to the ability to override votes, the Adviser votes in accordance with the Proxy Voting Service’s recommendations, which generally are intended to be in the best economic interest of investors. If a Proxy Voting Service is not engaged, or if otherwise determined by the Adviser to be in the best interests of the Clients, the Adviser generally will vote with the relevant issuer’s management, directors, general partners, managing members or trustees (collectively, the “Management”). In scenarios whereby a Proxy Voting Service’s recommendation (if engaged) is not the same as Management, voting will ultimately occur based upon an evaluation by the Adviser of the material facts and circumstances relating to the proposal and in a manner believed to be in the best interests of the Clients. To the extent that the Adviser determines to override the Proxy Voting Service’s recommendations, the Chief Compliance Officer or designee will memorialize the rationale for the determination. Under certain circumstances, when it is believed to be in the best interest of Clients, the Adviser may vote in a manner that is contrary to the above general proxy voting principles and guidelines, subject to the conflicts procedures described in the Proxy Policies. The Adviser will abstain from voting (which generally requires submission of a proxy voting card) or affirmatively decide not to vote if the Adviser determines that abstaining or not voting is in the best interests of the Clients. In making such a determination, the Adviser will consider various factors outlined in the Proxy Policies. At times, conflicts may arise between the interests of Clients, on the one hand, and the interests of the Adviser or its affiliates, on the other hand. If a material conflict is identified, the Adviser will address matters involving such conflicts of interest in accordance with its Proxy Policies. In the event the Adviser is not voting in accordance with the recommendations of the Proxy Voting Service or with Management, the Adviser’s Chief Compliance Officer or designee will review the proxy for any material conflicts of interest the proxy vote may present. This process includes a review of the relationship of the Adviser and its affiliates with the issuer of the relevant security to determine if the issuer is a client of the Adviser or one of its affiliates or if the Adviser (including its officers and/or directors) has some other relationship with the issuer. If the Adviser determines that the Proxy Voting Service is conflicted with respect to any proxy, the Adviser may seek to engage another independent proxy voting service to vote such proxy in accordance with the Proxy Policies. If the Adviser is unable to identify an independent proxy 72  service to vote such proxy, the Adviser will vote such proxy directly in accordance with the Proxy Policies (or will abstain from voting if permissible). A Client may obtain a copy of the Adviser’s Proxy Policies, as well as the manner in which proxy votes have been cast on behalf of such Client during the prior annual period with respect to portfolio securities held by such Client, by making a request in writing to the Chief Compliance Officer at Cerity Partners OCIO LLC, 99 Park Avenue, 16th Floor, New York, NY 10016. 73  Item 18 – Financial Information The SEC, in certain circumstances, requires a registered investment adviser to disclose any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. The Adviser has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients. 74