November 2016

SUPPLEMENTAL PROSPECTUS ASCENSION FUND Segregated Account of MATRIX ALTERNATIVE INVESTMENT STRATEGIES FUND LIMITED (A mutual fund company incorporated in Bermuda with limited liability under registration number EC29535 and registered as a segregated accounts company under the Segregated Accounts Companies Act 2000 of Bermuda, as amended)

This Supplemental Prospectus refers to the offering of shares in the Ascension Fund, a segregated account of the Matrix Alternative Investment Strategies Fund Limited (the “Company”) and must be accompanied by and read in conjunction with the Prospectus of the Company (the “Prospectus”). Distribution of this Supplemental Prospectus is not authorised unless accompanied by or supplied in conjunction with a copy of the Prospectus. The Supplemental Prospectus together with the Prospectus, the audited financial statements for the Company as at 31 December 2015 together comprise Listing Particulars for the Institutional Class and the Retail Class shares of Ascension Fund on the Irish Stock Exchange. The Directors, whose names appear on page ii of the Prospectus, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. The Institutional Shares (Euro), Institutional Class Shares (USD), Retail Class Shares (Euro) and Retail Class Shares (USD) of the Ascension Fund were admitted to the Official List and to trading on the Main Securities Market of the Irish Stock Exchange on 19 April 2012. The Institutional Class Shares and Retail Class Shares (denominated in Sterling) of the Ascension Fund, were admitted to the Official List and trading on the Main Securities Market of the Irish Stock Exchange on 1 December 2009. Audited accounts for the Winton Alternative Investment Fund Company S.A., SICAV – SIF will be available on request. The Directors do not anticipate that an active secondary market will develop in the Shares of the Company. No application has been made for the Shares to be listed on any other stock exchange. Neither the admission of the Institutional Class Shares or the Retail Class Shares to the Official List and to trading on the Main Securities Market of the Irish Stock Exchange nor the approval of this Supplemental Prospectus pursuant to the listing requirements of the Irish Stock Exchange shall constitute a warranty or representation by the Irish Stock Exchange as to the competence of the service providers to, or any other party connected with, the Company, the adequacy of information contained in this Supplemental Prospectus or the suitability of the Company for investment purposes In the event of any inconsistency between the Prospectus and this Supplemental Prospectus, then the terms of this Supplemental Prospectus shall prevail. Terms used in this Supplemental Prospectus and not otherwise defined herein, have the meanings set out in the Prospectus. If you are in any doubt about the contents of this document you should consult your professional adviser. Save as disclosed herein, there has been no significant change and no significant new matter has arisen since publication of the Prospectus.

1

Definitions “1933 Act” United States Securities Act of 1933; “Clearing Broker(s)” the Clearing Brokers through whom the Winton Fund will trade on the Markets; “Company” Matrix Alternative Investment Strategies Fund Limited; “Dealing Day” every Friday or the immediately following Business Day if Friday is not a Business Day and/or such other day or days as the Directors may from time to time determine; “Financial Instruments” the contracts and products in which Winton trades on behalf of the Winton Fund; “FCA” the Financial Conduct Authority of the United Kingdom; “Investment Adviser” Winton Capital Management Limited in respect of the Winton Fund; “Investment Manager” Winton Fund Management Limited in respect of the Winton Fund; “Markets” the markets on which the Winton Fund trades, which include the international futures, commodities, currency, options and other derivative markets, collectively referred to herein as the Markets; “Net Asset Value” or “NAV” the net asset value of the Ascension Fund or the Class C Sterling Shares of the Winton Fund as the case may be; “Net Asset Value per Share” the net asset value of the Ascension Fund divided by the number of Shares of a particular class in issue or deemed to be in issue; “Performance Fee” the performance fee chargeable by the Winton Fund; “Shareholder” a person recorded as a holder of Shares in the Winton Fund’s or the Ascension Fund’s register of Shareholders, as the case may be; “Share Class” the Retail Class Ordinary Shares, the Institutional Class Ordinary Shares or C Class Ordinary Shares of the Ascension Fund, each denominated in Euro, US Dollar Singapore Dollar or Sterling, or any other Share Class of the Ascension Fund which the Directors may, at their sole discretion, create; “Valuation Day” every Thursday or the immediately preceding Business Day if Thursday is not a Business Day and/or such other day or days as the Directors may from time to time determine;

2 “Winton” Winton Capital Management Limited, the Investment Adviser to the Winton Fund. “Winton Fund” the Winton Diversified Fund (Luxembourg), a sub-fund of Winton Alternative Investment Fund Company S.A., SICAV-SIF; In this document all references to “Sterling” or “£” are to the currency of the United Kingdom, all references to “US Dollar”, “USD” or “US$” are to the currency of the United States, all references to “Euro” or “€” are to the currency of the Eurozone and all references to “Singapore Dollar” or “SGD” are to the currency of Singapore. All of the relevant definitions, other than those stated above, are contained under “Definitions” in the accompanying prospectus for the Company.

3 Investment Objective - Ascension Fund The investment objective of the Ascension Fund is to achieve long term capital appreciation through compound growth. The principal investment objectives and policies of the Ascension Fund will be adhered to for at least three years from the date of listing of the Ascension Fund on the Irish Stock Exchange other than in exceptional circumstances and then only with the consent of the majority of shareholders of the Ascension Fund. Investment Objective of the Winton Fund The investment objective of the Winton Fund is to achieve long-term capital appreciation through compound growth. There can be no assurance that the Winton Fund will achieve its investment objective. The Ascension Fund will invest in the Class C Sterling Share Class of the Winton Fund. Investment Strategy of the Winton Fund Subject to the investment restrictions as set out below, the investment strategy of the Winton Fund is to invest globally long and short, using leverage, in a diversified range of liquid instruments (including exchange traded futures, options and forwards, cash equities, currency forwards traded over the counter and other related instruments, such as contracts for difference on equities and exchange traded funds) by following a systematic investment process that is based on scientific research. The Investment Manager has delegated to, and shall instruct, the Investment Adviser in respect of, the provision of portfolio management services. These services comprise the investment of assets pursuit of the Winton Fund’s investment objective and in accordance with the Winton Fund’s investment strategy and subject to the investment restrictions adopted by the Winton Fund and applicable law. The Investment Manager will monitor and supervise the Investment Adviser’s provision of portfolio management services. Investment Program of the Winton Fund The Winton Fund will seek to achieve its investment objective in accordance with its investment strategy by following the Winton Diversified Program (described below) (the "Program"), which has been developed and is implemented by the Investment Adviser. The Investment Adviser follows a disciplined investment process that is based on scientific analysis of past data. The initial stage of the process involves collecting, cleaning and organising large amounts of data. This research is used to develop investment strategies that are operated as an automated, computer-based system. This investment system is implemented, with certain variations resulting from particular investment constraints, to create different investment programs. The Investment Adviser uses a wide variety of data inputs including factors that are intrinsic to markets, such as price, volume and open interest; and those that are external to markets, such as economic statistics, industrial and commodity data and public company financial data. The Investment Adviser conducts scientific research into the data in an attempt to quantify the probability of particular markets rising or falling, conditional on a variety of quantifiable factors. The Investment Adviser’s research is used to develop mathematical models that attempt to forecast market returns, the variability or volatility associated with such returns (often described as “risk”), the correlation between different markets and transaction costs. These forecasts are used in investment strategies that determine what positions should be held to maximise profit within a certain range of risk. Generally, if rising prices are forecast, a long position will be established or maintained, and if falling prices are forecast, a short position will be established or maintained. As a result of the Investment Adviser’s research, it expects that investments made in accordance with this process will have an improved chance of being successful, which is expected to lead to profits over the long-term. The Investment Adviser’s investment strategies are operated as an automated, computer-based system. This investment system is modified over time as the Investment Adviser monitors its operation and undertakes further research. Changes to the system occur as a result of, amongst other things, the discovery of new relationships, changes in market liquidity, the availability of new data or the reinterpretation of existing data.

4 Most of the Investment Adviser’s investment decisions are made strictly in accordance with the output of its investment system. However, the Investment Adviser and/or the Investment Manager may, in exceptional circumstances such as the occurrence of events that fall outside the input parameters of the system, make investment decisions based on other factors and take action to override the output of the system to seek to protect the interests of its clients. However, the investment system's signals may ultimately prove to be accurate and such action may not prevent losses to the Winton Fund and may in fact cause or exacerbate losses. Investment Universe The Program may invest long and short, using leverage, in any markets that the Investment Adviser believes are sufficiently liquid, and for which there is sufficient data available, with the aim of achieving the risk targets set out in the sub-section headed “Risk Profile” below. The Program may invest globally (and including in emerging markets) in exchange traded futures, options and forwards, cash equities, currency forwards traded over the counter and other related instruments, such as contracts for difference on equities and exchange traded funds, to construct a diversified portfolio. The underlying assets of such derivative instruments may include equities, equity indices, bonds, bond indices, interest rates, futures, currencies, commodities or commodity indices and may or may not be listed or traded on a recognised exchange. Holding Periods The Program has no minimum holding periods for investments. However, it is currently expected that the holding periods for the Program will be long-term, with the average holding period across all instruments expected to be three to eight months. Investment Restrictions of the Winton Fund The Investment Manager and consequently the Investment Adviser, are required to observe the following investment restrictions: (a) The Winton Fund will only invest in markets that the Investment Adviser, at the time of the initial investment in that market, reasonably believes to be sufficiently liquid such that transactions in the relevant market made pursuant to the Program would not be expected to cause excessive price movements. (b) The forecast annualised standard deviation of the Winton Fund’s returns will not exceed 20 per cent of its Net Asset Value. (c) The Winton Fund will not directly invest in real estate, but may invest in listed REITs. (d) The Winton Fund will not invest more than 10 per cent of its Net Asset Value in the total voting stock of any single listed cash equity. (e) The Winton Fund will not invest in other collective investment schemes, other than: (i) exchange traded funds; or (ii) for the purpose of cash management. (f) The Winton Fund will not take legal or managerial control of the issuers of its underlying investments. The investment restrictions outlined above apply to any investment at the time that the investment is made. The Investment Manager and Investment Adviser will monitor the Portfolio to ensure that the restrictions set out above are not breached. Where any investment restriction is breached the Investment Manager and/or the Investment Adviser shall ensure that immediate corrective action is taken, except where the breach is due to any appreciation or depreciation in value, changes in exchange rates, or by reason of the receipt of rights, bonuses, benefits in the nature of capital, or by reason of any other action affecting every holder of that investment. However, the Investment Manager and/or the Investment Adviser shall have regard to the investment restrictions when considering changes in the Portfolio.

5 Risk Management of the Winton Fund The Investment Manager is responsible for the overall risk management of the Winton Fund and for reviewing the risk management processes of the Investment Adviser, given the inherent nature of risk control in the Program. Management of the risk arising from market fluctuations is an integral part of the Program. Such risk is often understood to be the volatility of returns, and where leverage is employed, the most important determinant of such volatility is the extent of that leverage. By forecasting volatility in each market and the correlation between markets daily, the Investment Adviser is able to forecast the overall volatility of the Portfolio and adjust the leverage accordingly in order to target a specified level of risk. The Investment Manager will ensure effective supervision of the portfolio management by the Investment Adviser, to verify that the Investment Adviser is carrying out its obligations effectively and in compliance with the investment restrictions, its contractual obligations and applicable law and regulation. The Investment Manager will issue instructions to the Investment Adviser should the Portfolio become inconsistent with the investment strategy. The Winton Fund’s portfolio and counterparty exposures will also be monitored by the Investment Manager to confirm that the Winton Fund’s current risk profile is aligned with the risk profile disclosed to Shareholders. The Investment Manager will also assess whether any changes have occurred, or are likely to occur, that would require the Investment Manager to issue further instructions to the Investment Adviser. In monitoring the performance of the Investment Adviser and the Portfolio, the Investment Manager will rely on periodic reports from, and discussions with, the Investment Adviser, as well as periodic reports from a third party investment risk management software provider. Such reports will generally include details on value at risk (“VaR”), exposures, key positions, sector weightings and counterparty exposures. The Investment Manager will also perform due diligence on, and monitor the performance of, the Administrator, the Sub-Administrator, the Depositary, the Paying Agent, the Prime Brokers, the Clearing Brokers, and the External Valuer to verify that each party is carrying out its obligations effectively and in compliance with its contractual obligations and applicable law and regulation. Risk Profile of the Winton Fund As at the date of this Supplemental Prospectus, the Program is applied to the Winton Fund with a target of limiting the frequency of a monthly loss exceeding 3.5 per cent to once every two years on average and a long-term gross annualised volatility target of 10 per cent. The Investment Manager in conjunction with the Investment Adviser seeks to achieve these targets by varying the amount of leverage in the Winton Fund over time. These targets may be amended at the discretion of the Investment Manager, in conjunction with the Investment Adviser. Any amendments to the intended risk profile of the Winton Fund will be periodically disclosed to Shareholders in accordance with the AIFMD Rules. The Winton Fund’s Use of Leverage The Winton Fund typically employs leverage through the use of derivatives as part of the Program in order to achieve the investment objective. Further, the Winton Fund may employ leverage by borrowing, where the Investment Adviser deems it appropriate to do so. Such borrowing may be effected through brokerage firms, banks and other financial institutions. The Investment Manager has set a maximum level of leverage which the Investment Adviser may employ on behalf of the Winton Fund in order to satisfy its obligations under the AIFMD Rules. The maximum level of leverage which the Investment Adviser may employ on behalf of the Winton Fund is equal to 55 times the Net Asset Value of the Winton Fund and is calculated in accordance with the “gross” and “commitment” methods set out in the AIFMD Rules. A document setting out details of the Investment Managers calculation of leverage in accordance with the "gross" and "commitment" methods is available on the Website. The Investment Manager may change the maximum level of leverage from time to time. Any changes to the maximum level of leverage require one month’s prior notice to the CSSF and the Shareholders.

6 Such changes will be disclosed to Shareholders and prospective investors in accordance with the AIFMD Rules. Except as set out in this Supplemental Prospectus, or as may be required by applicable law, there are no restrictions on the Winton Fund’s use of leverage, either through the use of derivatives or via borrowing. The Winton Fund’s Cash Management In addition to those investments made pursuant to the Program or for risk management purposes, the Winton Fund may invest in other instruments for cash management purposes. These instruments are expected to be predominately comprised of short-term US Treasury obligations but may include debt instruments of any government, corporation or other entity and may include other instruments such as money market funds.

7 Investment Manager and Investment Adviser to the Winton Fund Investment Manager to the Winton Fund Winton Fund Management Limited has been appointed as the fund manager of the Winton Fund pursuant to an investment management agreement dated 27 March 2015 between (1) the Winton Alternative Investment Fund Company S.A., SICAV-SIF and (2) the Investment Manager to act as AIFM to the Company and, subject to the control of and review by the Directors, to manage the assets and investments of the Company as well as to perform risk management with respect to the Company. The Investment Manager is the AIFM to the Winton Alternative Investment Fund Company S.A., SICAV- SIF, of which the Winton Fund is a sub-fund, for the purposes of the AIFMD Rules and is authorised by the FCA to perform the regulated activity of managing an AIF. The Investment Manager and the Investment Adviser are wholly owned subsidiaries of Winton Capital Group Limited (“WCG”). WCG was incorporated as a limited liability company in England and Wales on 4 October 2013. As at 31 December 2014, Petershill Non-U.S. Master L.P. (the “GS Shareholder”), which is a fund managed by Goldman Sachs Asset Management International, held approximately 9.7 per cent of the shares in WCG. The GS Shareholder is not involved in the day-to-day management of WCG but pursuant to a shareholders agreement has the right to approve certain limited matters in respect of WCG. WCG has granted the GS Shareholder and its related entities and their respective clients an entitlement to make investments in each investment fund or other collective investment scheme that is managed or advised by WCG or any of its affiliates of up to 15 per cent of the assets under management of such fund or scheme. This entitlement applies to the offer of Shares in the Company. The directors of the Investment Manager are Mr. David W. Harding, Mr. Rajeev Patel, Ms. Nicola Watson and Ms. Louise Denning. David W. Harding Mr. Harding is a director of the Investment Manager and the Investment Adviser and is the Chief Executive Officer of WCG. Mr. Harding, born in 1961, graduated from Cambridge University in 1982 with a First Class Honours degree in Natural Sciences specialising in Theoretical Physics. Mr. Harding then embarked on a career in the analysis of futures and trading markets, which led him to co-found Adam, Harding and Lueck Ltd (“AHL”) in 1987 with Martin Lueck and Michael Adam. AHL rapidly became one of the leading commodity trading advisers in the UK and was acquired by Man Group plc in 1994. Mr. Harding left Man Group plc in 1996 and in February 1997, he co-founded the Investment Adviser with Martin Hunt (an associate of Mr. Harding’s from AHL) and Osman Murgian (an early investor in AHL) with a commitment to applying financial mathematics and empirical scientific research to creating and developing trading systems for the financial markets. Through his charitable foundations, Mr. Harding has endowed the Winton Professorship of the Public Understanding of Risk in the Department of Pure Mathematics and Mathematical Statistics at the University of Cambridge, the David Harding Center for Risk Literacy at the Max Planck Institute in Berlin and the Winton Programme for the Physics of Sustainability at the Cavendish Laboratory at the University of Cambridge. From 2006 to 2011, Mr. Harding served on the board of the University of Cambridge 800th Anniversary Campaign, which raised over £1 billion. Mr. Harding sits on the Advisory Board of the Royal Society. Rajeev Patel Mr. Patel is a director of the Investment Manager and the Investment Adviser and is the Chief Operating Officer (“COO”) of WCG. Mr. Patel graduated from Trinity and All Saints College, Leeds with a degree in Economics and Business Administration and joined the Investment Adviser in April 1997. Mr. Patel has been centrally involved in the Investment Adviser’s trading and operations functions. He has overseen the development and implementation of a number of automated accounting and reconciliation processes at the Investment Adviser as the company has moved from external to proprietary systems.

8 As COO, Mr. Patel is responsible for the Operations and Finance Departments. Mr. Patel was appointed as a director of the Investment Adviser in June 2009, became COO of the Investment Adviser in October 2010, became a director of the Investment Manager on its incorporation in October 2013 and became a director of WCG in January 2014. Nicola Watson Ms. Watson is a director and the Chief Executive Officer of the Investment Manager. She is also the Chief Compliance Officer of WCG and a member of the WCG Executive Committee. Ms. Watson joined the Investment Adviser in 2007 as Risk Manager. She was appointed Chief Risk and Compliance Officer in July 2011 and Chief Group Risk Officer in March 2013. She began her career as a Research Analyst at the Bank of England, before moving to LCH Clearnet Ltd. spending five years as a Senior Risk Analyst. Following a 15 month post at The Australian Stock Exchange as a Senior Risk Analyst in the Australian Clearing House, Ms. Watson took up the position of Futures Risk Manager at ICAP, where she remained for two years before joining Winton. Ms. Watson holds a BSc in Financial Economics from Birkbeck College, University of London. Louise Denning Ms. Denning is a director and the Chief Financial Officer of the Investment Manager. She joined the Investment Adviser in September 2012 from PricewaterhouseCoopers LLP where she had been advising investment management groups and funds for six years. Ms. Denning graduated from Durham University in 2001 and trained with KPMG LLP, qualifying as a Chartered Tax Adviser in 2005. Investment Adviser to the Winton Fund Winton Capital Management Limited has been appointed as the investment adviser to the Winton Fund pursuant to a Portfolio Management Delegation Agreement dated 27 March 2015 between (1) the Investment Manager, (2) the Winton Alternative Investment Fund Company S.A., SICAV-SIF and (3) the Investment Adviser. The Investment Manager has delegated the provision of portfolio management functions to the Investment Adviser. The Investment Manager shall manage the risks associated with such delegation and shall properly supervise the performance of the Investment Adviser in carrying out such functions. The Investment Adviser is an investment management company that employs a large research team to perform scientific analysis on historic data related to financial markets in an attempt to identify profitable investment opportunities. Around half of the Investment Adviser’s employees work in its scientific research department and many of them have considerable post-doctoral experience in the applied sciences and statistics. The Investment Adviser is authorised and regulated by the FCA and is an investment adviser registered with the SEC under the Advisers Act. The Investment Adviser is a member of the NFA and is registered as a commodity trading advisor and a commodity pool operator with the CFTC. The directors of the Investment Adviser are Mr. David W. Harding (see above), Mr. Matthew D. Beddall, Mr. Rajeev Patel (see above) and Ms. Brigid Rentoul. Matthew D. Beddall Mr. Beddall is a director of the Investment Adviser and is the Chief Investment Officer (“CIO”) of WCG. He graduated from the University of Southampton with a first class honours degree in Mathematics and Computer Science in 2001. Mr. Beddall initially joined the Investment Adviser in 2000 as a summer intern, returning after graduation from university as a full time researcher. Throughout his employment with the Investment Adviser, Mr. Beddall has been extensively involved in the research process and has lead the development of much of the software that underlies the design and running of the Investment Adviser’s investment system. Mr. Beddall was appointed as a director and CIO of the Investment Adviser in December 2008 and was appointed as a director of WCG in January 2014. His responsibilities are now principally focused on managing the investment system and the oversight of a large part of the Investment Adviser’s research department. Mr. Beddall also holds an MSc in Applied Statistics from Birkbeck College, University of London, which he was awarded in 2003.

9 Brigid Rentoul Ms. Rentoul is a director of the Investment Adviser and General Counsel of the Winton Group. She joined the Investment Adviser in July 2012 from Linklaters where she had been a leading international securities lawyer and a partner for 15 years. Ms. Rentoul read Law at Cambridge University and was a Mellon Fellow at Yale Law School before joining Davis Polk & Wardwell in New York. She joined Linklaters in 1992 and continued to practice as both a US lawyer and an English solicitor, becoming a Partner in 1997. Ms. Rentoul was appointed as a director of the Investment Adviser in January 2014 and is a member of the WCG Executive Committee. General The Investment Adviser is a signatory to the Hedge Fund Standards Board Best Practice Standards. The Investment Adviser (and/or its directors, employees, related entities and connected persons) may subscribe, directly or indirectly, for shares in the Winton Fund. The Investment Adviser has been appointed by the Winton Alternative Investment Fund Company S.A., SICAV-SIF as a non-exclusive distributor in respect of the promotion of the shares in the Winton Fund with power to appoint sales agents pursuant to a distribution agreement dated 27 March 2015.

10 Risk Factors These specific risks associated with the Ascension Fund and the Winton Fund it invests in should be read in conjunction with the Risk Factors in Part V of the Prospectus. There can be no assurance that the investment objective of the Winton Fund will be achieved and investment results may vary substantially over time. Investment in the Ascension Fund is not intended to be a complete investment programme for any investor. Prospective investors should carefully consider whether an investment in Shares is suitable for them in light of their circumstances and financial resources. Risk to Capital Invested There can be no assurance that the past performance information will be indicative of how an investment in the Ascension Fund or the Winton Fund will perform in the future. The value of investments in the Ascension Fund and the Winton Fund can fall as well as rise and investors could sustain a total loss of their investment. Upon a redemption of Shares or the liquidation of the Ascension Fund, investors may receive less than the amount invested. Tax and Regulatory Change The tax consequences to the Ascension Fund and the Winton Fund, the ability of the Winton Fund as a foreign investor to invest in the Markets, the ability of the Winton Fund to repatriate its assets including any income and profit earned on those assets and other operations of the Winton Fund are based on existing regulations, which are subject to change through legislative, judicial or administrative action in the various jurisdictions in which the Winton Fund operates. It is recommended that an investor seek advice from his tax adviser before making an investment in the Ascension Fund as to the potential tax consequences of such an investment. General Risks Relating to the Winton Fund, into Which the Ascension Fund Invests Investment in the Winton Fund is speculative and involves substantial risks, including the risk of loss of a Shareholder’s entire investment. No guarantee or representation is made that the Winton Fund will achieve its investment objective, and investment results may vary substantially from year to year. Certain investment techniques utilised by the Program, including investments in derivatives and short sales, can, in certain circumstances, substantially increase the adverse impacts to which the Winton Fund may be subject. Risks Associated with the Winton Program No Guarantee of Profit or Against Loss There is no assurance that the Program will provide any return or will not incur substantial losses. Limitations of Mathematical Models The Winton Fund utilises the Investment Adviser’s investment strategy, which is based on research into past data and the application of that research to the development of mathematical models that attempt to forecast returns, risk, correlation and transaction costs. Many of these models are trend-following models that attempt to identify and exploit market trends. Mathematical models are representations of reality but they may be incomplete and/or flawed and there is an inherent risk that any forecasts derived from them may be inaccurate, particularly if the research or models are based on, or incorporate, inaccurate assumptions or data. Assumptions or data may be inaccurate from the outset or may become inaccurate as a result of many factors such as, changes in market structure, increased government intervention in markets or growth in assets managed in accordance with similar investment strategies. In particular, such factors may make the trend-following models of the Investment Adviser less effective because they may lessen the prospect of identified trends occurring or continuing in the future. As a result of the foregoing, the investment system may not generate profitable trading signals and the Winton Fund may suffer loss.

11 Crowding/Convergence There is significant competition among quantitative investment managers and the ability of the Winton Fund to deliver returns that have a low correlation with global aggregate equity markets and other market participants is dependent on the ability of the Investment Adviser to employ an investment system that is simultaneously profitable and differentiated from those employed by other managers. To the extent that the Investment Adviser is not able to develop a sufficiently differentiated investment system, the investment objective of the Winton Fund may not be met. The growth in assets managed in accordance with similar investment strategies may result in the Winton Fund and other market participants inadvertently buying and selling the same or similar investments simultaneously, which may reduce liquidity and exacerbate market moves. Process Exceptions The Winton Fund utilises the Investment Adviser’s investment strategy, which is based on mathematical models which are implemented as an automated computer-based investment system. Issues with the design, development, implementation, maintenance or operation of the investment system; any component of the investment system; or any processes and procedures related to the investment system (collectively, “Process Exceptions”) may cause losses to the Winton Fund and such losses may be substantial. Any losses or gains arising from Process Exceptions shall be for the account of the Winton Fund (i.e., the Winton Fund will bear any losses and will benefit from any gains) except for any losses that result directly from the gross negligence, wilful default or fraud of the Investment Adviser. Process Exceptions may include, but are not limited to: i) Programming Errors: the Investment Adviser may make programming errors in translating its mathematical models into computer code. In addition, as a mathematical model can be expressed in computer code in multiple ways, the choice of code ultimately used may not result in the best representation of the model. ii) Failure of Technology: the Investment Adviser’s investment system is reliant on proprietary and third party technology. Such technology may be adversely affected by many issues, some of which may be outside of the Investment Adviser’s control, including issues associated with network infrastructure, software updates, bugs, viruses and unauthorised access. iii) Incorporation of Data: the Investment Adviser may incorporate inaccurate data, or make errors in incorporating data, into the investment system. Process Exceptions may be extremely difficult to detect, may go undetected for long periods or may never be detected. The impact of such Process Exceptions may be compounded over time and may result in, among other things, the execution of unanticipated trades, the failure to execute anticipated trades, the failure to properly allocate trades, the failure to properly gather and organise available data and/or the failure to take certain hedging or risk mitigating actions. Although the Investment Adviser and/or the Investment Manager evaluate the materiality of any Process Exceptions that they detect, the Investment Adviser and/or the Investment Manager may conclude that some are not material and may choose not to address them. Such judgements may prove not to be correct. Neither the Investment Adviser nor the Investment Manager intends to disclose Process Exceptions to the Shareholders, except where required to do so. Trade Errors The Winton Fund may incur losses or gains as a result of a “trade error”, i.e., errors in executing specific trading instructions. Examples of trade errors include: (i) buying or selling an investment at a price or quantity that is inconsistent with the trading instruction generated by the investment system; or (ii) buying rather than selling a particular investment (and vice versa). Any losses or gains arising from trade errors shall be for the account of the Winton Fund except for any losses that result directly from the gross negligence, wilful default or fraud of the Investment Adviser. Direct Connectivity to Trading Venues The Investment Adviser uses sophisticated information technology systems to send, on the Winton Fund’s behalf, electronic trading instructions to brokers and exchanges and has servers located close

12 to exchanges in multiple jurisdictions. This technology allows orders to be sent and executed in milliseconds. This technology can increase the likelihood of erroneous orders being made, regulatory requirements not being complied with and/or credit and capital limits being breached due to computer malfunctions, the speed of execution of transactions, human error or a deficiency in algorithm design or implementation. Due to the speed of trading, the potential impact on a Fund of such errors or series of errors could be more severe than risks arising in other parts of the Investment Adviser’s trading infrastructure. Trading through an electronic trading or order routing system is also subject to risks associated with system or component failure (whether such failure affects the hardware or software of the exchange or person offering the relevant system or the Investment Adviser). In the event of system or component failure, it is possible that, for a certain time period, it might not be possible to enter new orders, execute existing orders, or modify or cancel orders that were previously entered. System or component failure may also result in loss of orders or order priority. Trading venues offering an electronic trading or order routing system typically adopt rules to limit their liability, the liability of member brokers and software and communication system vendors, and the amount that may be collected for system failures and delays, which rules may vary among the venues and may not adequately compensate the Fund for the full extent of their loss. Effects of Substantial Redemptions Substantial redemptions from the Winton Fund within a short period of time could require the Investment Manager to liquidate, or instruct the Investment Adviser to liquidate the Winton Fund’s positions more rapidly than would otherwise be desirable, potentially resulting in losses to the Winton Fund. The resulting reduction in the Winton Fund’s assets could make it more difficult to generate a positive rate of return or to recoup losses due to a reduced equity base. This risk may be compounded by a number of other factors, for example, where significant positions are liquidated by the Investment Manager or the Investment Adviser and other market participants at or around the same time. Furthermore, rapid liquidation of positions during adverse market conditions (e.g., a market crash) is likely to lead to greater losses than would be the case under normal market conditions. Temporary Defensive Measures The Winton Fund may, from time to time, take temporary defensive measures which are inconsistent with the Winton Fund’s principal investment strategies in attempting to respond to, or in anticipation of, market, economic, political or other conditions. For example, during such period, all or a significant portion of the Winton Fund’s assets may be invested in short-term, high-quality fixed income securities, cash or cash equivalents, or the risk parameters applicable to the Investment Adviser’s investment system may be altered. Temporary defensive measures may be initiated by the Investment Adviser and/or the Investment Manager when the Investment Adviser and/or the Investment Manager judges that existing market, economic, political or other conditions may make pursuing the Fund’s investment strategies inconsistent with the best interests of its clients. The Investment Adviser and/or Investment Manager then may temporarily use these alternative strategies or parameters that are mainly designed to limit the Winton Fund’s losses, protect the Winton Fund’s gains or create liquidity in anticipation of redemptions. When such temporary defensive measures are taken, it may be more difficult for the Winton Fund to achieve its investment objective. Trading Outside the Investment System Most of the Investment Adviser’s investment decisions are made strictly in accordance with the output of its investment system. However, the Investment Adviser and/or the Investment Manager may, in exceptional circumstances such as the occurrence of events that fall outside the input parameters of the system, make investment decisions based on other factors and take action to override the output of the system to seek to protect the interests of its clients. However, the investment system's signals may ultimately prove to be accurate and such action may not prevent losses to the Winton Fund and may in fact cause or exacerbate losses. Reliance on Volatility Targets As at the date of this Supplemental Prospectus, Winton’s Program is applied to the Winton Fund with a target of limiting the frequency of monthly losses greater than 3.5% to once in every two years and a long-term gross annualised volatility target of 10 per cent. This target is subject to change at any time

13 at the discretion of the Investment Manager, in conjunction with the Investment Adviser, and is based on the Investment Manager’s interpretation of the information available to it at the relevant time. There can be no assurance that the target will be met and it is not a guarantee or prediction of the Winton Fund’s actual volatility. Involuntary Disclosure Risk The Winton Fund’s ability to achieve its investment objective is dependent in large part on the Investment Adviser’s ability to develop and protect its investment system and proprietary research. Public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) that require position level disclosure could provide opportunities for competitors to reverse-engineer the investment system, and thereby impair the relative or absolute performance of the Winton Fund. Limited Investor Oversight As the Investment Adviser’s investment system is proprietary, the Shareholders will not have the objective means by which to evaluate its operation or to determine whether it is being followed. Further, the Shareholders may not have the ability to review the investment positions of the Winton Fund. Leverage The Winton Fund may use leverage (including through borrowings subject to any restrictions as set out in the relevant supplement) for the purpose of making investments. The use of leverage creates particular risks and may significantly increase the Winton Fund’s investment risk. Leverage creates an opportunity for greater yield and total return but, at the same time, increases the Winton Fund’s exposure to capital risk and, if leverage is in the form of borrowing, interest costs. The use of leverage in a market that moves adversely could result in substantial losses to the Winton Fund, which would be greater than if leverage was not used. (See the risk factor entitled “Futures Contracts”). Correlation While the Program over the long-term has generally demonstrated low correlation to other markets such as equities and fixed income, in the short-term the Program may be highly correlated to other markets. Accordingly, a significant price fall in a particular sector, such as equities or fixed income, may result in a significant decline in the value of the Winton Fund. Regulatory and Tax Risks Market Crisis and Governmental Intervention The global financial markets have in the recent past undergone fundamental disruptions which have led to extensive governmental intervention (such as bans on “short selling” equities). Such intervention was in certain cases implemented on an “emergency” basis without much or any notice with the consequence that some market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions has been suddenly and/or substantially eliminated. In addition, these interventions were sometimes unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies. It is impossible to predict with certainty what additional interim or permanent governmental restrictions may be imposed on the markets and/or the effect of such restrictions on the ability of the Investment Manager to fulfil the investment objective of the Winton Fund. However, the Investment Manager believes that there is a high likelihood of significantly increased regulation of the global financial markets and that such increased regulation could be materially detrimental to the performance of the Winton Fund’s portfolio. (See the risk factor entitled “Alternative Investment Funds”). Alternative Investment Funds The regulatory environment for alternative investment funds is evolving and any changes may adversely affect the implementation of the Program and the value of the Winton Fund. In addition, securities and derivatives markets are subject to comprehensive statutes, regulations and margin requirements. Regulators and self-regulatory organisations and exchanges are authorised to take extraordinary actions in the event of market emergencies. In addition, the regulatory or tax environment for derivative

14 and related instruments and funds that engage in such transactions is evolving and may be subject to modification by government or judicial action, which may adversely affect the value of the Winton Fund. The effect of any future regulatory or tax change on the Winton Fund is difficult to predict. In Europe, the AIFMD regulates AIFMs established in the EEA and prohibits such AIFMs from managing any AIF or marketing Shares to investors in the EEA unless appropriate authorisation is granted, in each case subject to any available transitional arrangements in the relevant jurisdiction. For the purposes of the AIFMD, “marketing” does not include marketing at the initiative of the relevant investor. The Winton Fund will only be sold in an EEA member state to the extent that the Company: (i) is permitted to be marketed into the relevant EEA member state pursuant to Article 36 of the AIFMD (as implemented into local law); or (ii) can otherwise be lawfully offered or sold (including at the initiative of investors). The AIFMD is still being implemented in many member states of the EEA. Any regulatory changes arising from such implementation that impair the ability of the Investment Manager, the Investment Adviser or their affiliates to manage the investments of the Winton Fund, or to market shares in the future, may materially adversely affect the Winton Fund’s ability to continue to implement its investment strategy and achieve its investment objective. It is difficult to predict the impact of the AIFMD on the Winton Fund and the Investment Manager and its affiliates. The Winton Fund directors and/or the Investment Manager will continue to monitor the position and reserve the right to adopt such arrangements as they deem necessary or desirable to comply with the applicable requirements of the AIFMD and make any relevant filings in order to market shares to professional investors in the EEA. In the United States, the Dodd-Frank Act which was passed into law in 2010, seeks to regulate markets, market participants and financial instruments that have previously been unregulated and substantially alters the regulation of many other markets, market participants and financial instruments. Because certain provisions of the Dodd-Frank Act still require rulemaking by the applicable regulators before becoming fully effective and the Dodd-Frank Act mandates multiple agency reports and studies (which could result in additional legislative or regulatory action), it is difficult to predict the full impact of the Dodd-Frank Act on the Winton Fund. However, the Dodd-Frank Act and regulations adopted pursuant to the Dodd-Frank Act may result in an increase in trading costs for the Winton Fund and may have a material adverse impact on the ability of the Investment Manager and/or the Investment Adviser to invest on behalf of the Winton Fund and pursue the Winton Fund’s investment objective. Segregation of Liabilities between Funds As a matter of Luxembourg law, the assets of the Winton Fund will not be available to meet the liabilities of other sub funds in the Winton Alternative Investment Fund Company S.A., SICAV-SIF. However, the Winton Alternative Investment Fund Company S.A., SICAV-SIF is a single legal entity which may operate or have assets held on behalf of or be subject to claims in other jurisdictions (such as the United Kingdom) which may not necessarily recognise such ring-fencing and, in such circumstances, the assets of the Winton Fund may be exposed to the liabilities of another Winton Alternative Investment Fund Company S.A., SICAV- SIF sub fund. Credit Risk Associated with Intermediaries Shareholders who choose or are obliged under local regulations to pay or receive subscription or redemption monies or dividends via an intermediate entity rather than directly to or from the Administrator bear a credit risk against that intermediate entity with respect to (a) subscription monies prior to the transmission of such monies to the Administrator for the account of the Winton Fund and (b) redemption monies payable by such intermediate entity to the relevant shareholder Speculative Position Limits and Internal Risk Limits The CFTC and exchanges both within the US and outside the US have established “speculative position limits” on the maximum net long or net short position which any person or group of persons may hold or control in particular futures, options on futures contracts and swaps that perform a significant price discovery function. In addition, the Investment Adviser has set internal risk limits within the investment system. The trading instructions of the Investment Adviser, however, may have to be modified, and positions held by the Winton Fund may have to be liquidated in order to avoid exceeding these limits. Such modification or liquidation could adversely affect the operations and profitability of the Winton Fund by increasing transaction costs to liquidate positions and limiting potential profits on the liquidated positions. The assets of the Investment Manager’s and the Investment Adviser’s clients, including those

15 of the Winton Fund will be aggregated for the purposes of position limits and internal risk limits and this may impair the operation of the investment system and cause losses to the Winton Fund. Tax Considerations The Winton Fund may be subject to withholding, capital gains or other taxes on income and/or gains arising from its Portfolio, including without limitation taxes imposed by the jurisdiction in which the issuer of securities held by the Winton Fund is incorporated, established or resident for tax purposes. The Winton Fund may also incur or bear transaction or other similar taxes in respect of the actual or notional amount of any acquisition, disposal or transaction relating to its portfolio, including without limitation taxes imposed by the jurisdiction in which the issuer of securities held by the Winton Fund or the counterparty to a transaction involving the Winton Fund is incorporated, established or resident for tax purposes. Where the Winton Fund invests in securities or enters into transactions that are not subject to withholding, capital gains, transaction or other taxes at the time of acquisition, there can be no assurance that tax may not be withheld or imposed in the future as a result of any change in applicable laws, treaties, rules or regulations or the interpretation thereof. The Winton Fund may not be able to recover such tax and so any change could have an adverse effect on the net asset value of the shares. Where the Winton Fund sells securities short that are subject to withholding tax at the time of sale, the price obtained will reflect the withholding tax liability of the purchase. In the event that in the future such securities cease to be subject to withholding tax, the benefit thereof will accrue to the purchase and not to the Winton Fund. Where the Winton Fund chooses or is required to pay taxation liabilities and/or account for reserves in respect of taxes that are or may be payable in respect of current or prior periods by the Winton Fund (whether in accordance with current or future accounting standards), this would have an adverse effect on the net asset value of the shares. This could cause benefits or detriments to certain shareholders, depending on the timing of their entry to and exit from the Winton Fund. Exchange of Tax Information Luxembourg law dated 29 March 2013, partly transposing the Council Directive 2011/16/EU of 15 February 2011 on administrative cooperation in the field of taxation and repealing Directive 77/799/EEC, introduced in domestic legislation the exchange of information upon request, the spontaneous exchange of information and certain forms of administrative cooperation. Under the Luxembourg law of 29 March 2013, only data regarding employment income, director’s fees and pension are subject to the automatic exchange of information. In June 2013, the European Commission issued a Proposal for a Council Directive amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation. The proposal aims to extend the automatic exchange of information between EU tax administrators by adding inter alia dividends, capital gains, all other forms of financial income and account balances to the list of categories that will be subject to automatic information exchange. The Directive 2011/16/EU will be amended accordingly. In Luxembourg, for the time being, dividends, capital gains and royalties are not covered by the mandatory exchange of information. These three categories of income may however be included in the scope of the exchange of information as from 2017, or earlier depending on the outcome of discussions at OECD and European level. FATCA and Similar Measures The Foreign Account Tax Compliance Act (“FATCA”) rules have been incorporated in sections 1471 to 1474 of the Internal Revenue Code and in the Final Regulations that were amended on 1 July 2014. Under FATCA, a 30 per cent withholding tax (a “FATCA Deduction”) may be levied in case of non- compliance. On 28 March 2014, the United States concluded a Model I Intergovernmental Agreement with Luxembourg (the “Luxembourg IGA”) implementing the FATCA rules in Luxembourg. As the Luxembourg IGA will be implemented into and part of local law, the Winton Alternative Investment Fund Company S.A., SICAV-SIF and/or the Winton Fund will meet its obligations under the Luxembourg IGA and the associated implementing legislation in Luxembourg to avoid the imposition of any FATCA Deductions. In case of non-compliance, the Winton Alternative Investment Fund Company S.A., SICAV- SIF and/or the Winton Fund may be subject to a FATCA Deduction.

16 If the Winton Alternative Investment Fund Company S.A., SICAV-SIF and/or the Winton Fund do not receive the relevant information and/or documentation from each holder of an equity or debt interest, the Winton Alternative Investment Fund Company S.A., SICAV-SIF and/or the Winton Fund will report the account holder as a Specified US Person (as defined in the Luxembourg IGA) to the Luxembourg tax authorities for FATCA purposes. A number of other jurisdictions are co-operating to develop and secure inter-governmental agreements for the automatic cross-border exchange of tax information similar to the IGAs under FATCA. If such agreements are entered into and implemented, the Winton Alternative Investment Fund Company S.A., SICAV-SIF and/or the Winton Fund may be required to report information to the relevant tax authorities to avoid the imposition of financial penalties or other sanctions. US Tax-Exempt Investors The Winton Fund may be subject to withholding or other taxes on income and/or gains arising from its investment portfolio, including without limitation taxes imposed by the jurisdiction in which the issuer of securities held by the Winton Fund is incorporated, established or resident for tax purposes. Where the Winton Fund invests in securities that are not subject to withholding or other taxes at the time of acquisition, there can be no assurance that tax may not be withheld or imposed in the future as a result of any change in applicable laws, treaties, rules or regulations or the interpretation thereof. The Winton Fund will not be able to recover such tax and so any change would have an adverse effect on the net asset value of the shares. Where the Winton Fund sells securities short that are subject to withholding tax at the time of sale, the price obtained will reflect the withholding tax liability of the purchaser. In the event that in the future such securities cease to be subject to withholding tax, the benefit thereof will accrue to the purchaser and not to the Winton Fund. Risks Associated with the Winton Fund Net Asset Value Considerations The net asset value per share of shares in the Winton Fund is expected to fluctuate over time with the performance of the Winton Fund’s investments. The Ascension Fund may not fully recover its initial investment when choosing to redeem shares or on compulsory redemption if the net asset value per share at the time of such redemption is less than the subscription price paid. Currency Exposure The Winton Fund C Class Shares are denominated in Sterling will be issued and redeemed in Sterling. However, certain investments of the Winton Fund may be denominated in other currencies or the prices of certain investments may be determined by reference to other currencies. The Investment Manager and/or the Investment Adviser may seek to hedge the Winton Fund’s foreign currency exposure, although the value of such assets may still be affected favourably or unfavourably by fluctuations in currency rates. Prospective investors whose assets and liabilities are predominantly in other currencies should take into account the potential risk of loss arising from fluctuations in value between Sterling and such other currencies. Currency Hedging The Winton Fund may seek to hedge its foreign currency exposure but will necessarily be subject to foreign exchange risks. To the extent unhedged, the value of the Winton Fund’s net assets will fluctuate with the US Dollar exchange rate as well as with price changes of the Fund’s investments in the various local markets and currencies. Illiquidity There is no active secondary market for Winton Fund shares and it is not expected that such a market will develop. Valuation Risk The net asset value of the shares in the Winton Fund will be calculated by the Administrator based, to the extent possible, on prices obtained from the External Valuer. The External Valuer will value assets using prices obtained from independent third-party sources including exchanges. The fair market value of those assets of the Winton Fund for which a third-party price is not available will be valued in

17 accordance with the Investment Manager’s valuation policy, which has been provided to the External Valuer. There is a risk that a shareholder which redeems its shares while the Winton Fund holds particular assets may be paid an amount less or more than it would otherwise be paid if the actual value of such assets is higher or lower than the value provided to the External Valuer. In addition, there is a risk that a subscription for shares could dilute the underlying value of such assets for the other shareholders if the actual value of such assets is higher than the value provided to the Administrator or the Sub-Administrator. There is also a risk that greater investment management fees and performance fees may be paid by the Winton Fund in respect of certain assets or liabilities of the Winton Fund than would have been paid if the actual value of such assets or liabilities is lower or higher than the value determined for the purposes of calculating those fees and allocations. None of the Winton Fund directors, the Investment Manager, the Investment Adviser, the Administrator or the Sub-Administrator is under any liability (including any obligation to remit excess investment management fees or performance fees to the Winton Fund or any of the shareholders) if a price reasonably believed to be an accurate valuation of a particular asset of the Winton Fund is found not to be such. Statutory Liability of Shareholders in the Winton Fund Under Luxembourg law, a shareholder will not be liable, in its capacity as a shareholder, for the liabilities to the Winton Fund, save in respect of any amount unpaid on a share held by it, any liability expressly provided for in the Articles and any liability to pay a distribution. There are no liabilities expressly provided for in the Articles of the Winton Fund. A Shareholder that participates in the control of the Winton Fund or is also a principal of the Winton Fund may be considered to be a director or shadow director of the Winton Fund in which case it could be liable for the liabilities of the Winton Fund in certain circumstances. Amortisation of Establishment Costs of the Winton Fund The financial statements of the Winton Fund will be prepared in accordance with IFRS. IFRS does not permit the amortisation of organisational costs. Risks Associated with the Investment Manager and/or the Investment Adviser Liquidity of Other Investment Vehicles The Investment Manager and the Investment Adviser act or may act as fund manager, investment adviser, investment manager, portfolio manager, sub-investment advisor and/or sub-investment manager to other investment funds, accounts and vehicles (together, “Investment Vehicles”) that utilise the Program. These Investment Vehicles may differ from the Winton Alternative Investment Fund Company S.A., SICAV-SIF in terms of eligible investors, tax structure, redemption features, fees, reporting and portfolio transparency and other terms. The investors in such Investment Vehicles may be entitled to withdraw their holdings from such Investment Vehicles and/or the Investment Vehicle arrangements may be terminated more frequently than Shareholders in the Winton Alternative Investment Fund Company S.A., SICAV-SIF may redeem their Shares. Substantial redemptions with respect to any Investment Vehicle may require the Investment Manager and/or the Investment Adviser to liquidate significant investment positions, which may adversely affect the value and/or volatility of the positions held by the Winton Alternative Investment Fund Company S.A., SICAV-SIF and therefore cause the Winton Fund to suffer losses. Risk of Loss of Senior Personnel The performance of the investment system of the Investment Adviser is substantially dependent on the services of its senior professionals who are responsible for developing, monitoring and maintaining the investment system. In the event of the death, incapacity or departure of such professionals, the performance of the investment system may be adversely affected and the Winton Fund may suffer losses. Lack of Management Control Shareholders in the Winton Fund do not have the direct right to participate in the management, control or operation of the Winton Alternative Investment Fund Company S.A., SICAV-SIF or to remove the Investment Manager.

18 Information, Reporting and Side Arrangements The information contained in a Side Letter may provide the recipient greater insights into the Winton Fund’s activities than is included in standard reports to shareholders, thereby enhancing the recipient’s ability to make investment decisions with respect to the Winton Fund and with respect to the investment of its own assets. Profit Sharing In addition to receiving an investment management fee, the Investment Manager may also receive a performance fee based on the appreciation in the net asset value per share of a share class and accordingly the performance fee will increase with regard to unrealised appreciation, as well as realised gains. Accordingly, a performance fee may be paid on unrealised gains which may subsequently never be realised. The performance fee may create an incentive for the Investment Manager and the Investment Adviser to manage the portfolio in a manner that is riskier than would be the case in the absence of a fee based on the performance of the Winton Fund. Lack of 1940 Act and Certain CEA Regulation The Winton Alternative Investment Fund Company S.A., SICAV-SIF is not required to and will not register as an investment company under the 1940 Act, and, accordingly, the provisions of the 1940 Act (which, among other matters, require investment companies to have a majority of disinterested directors and regulate the relationship between the advisor and the investment company) will not be applicable. While the Winton Alternative Investment Fund Company S.A., SICAV-SIF is considered to be a commodity pool because of its trading activities, and the Investment Manager is registered as a CPO with the CFTC, the Investment Manager has claimed an exemption from certain disclosure, reporting and recordkeeping regulations otherwise applicable to a registered CPO. Counterparty Risk The Winton Alternative Investment Fund Company S.A., SICAV-SIF will be subject to the risk of the inability of any counterparty (including the Clearing Brokers and the Prime Brokers) to perform with respect to transactions, whether due to insolvency, bankruptcy or other causes. If there is a failure or default by the counterparty to such a transaction, the Winton Alternative Investment Fund Company S.A., SICAV-SIF will have contractual remedies pursuant to the agreements related to the transaction but these may be of limited or no legal and/or commercial benefit, depending on the financial position of the defaulting counterparty. The Investment Manager will seek to minimise the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s counterparty risk through the selection of financial institutions and types of transactions employed. However, the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s operational mechanisms may involve counterparty and other risk elements that may create unforeseen exposures. Failure of Clearing Brokers Because the Clearing Brokers may, at times, be the sole counterparties with respect to a significant portion of the Winton Fund’s assets, the Winton Fund has credit risk to the Clearing Brokers. In addition, for purposes of trading on US designated contract markets, the Winton Alternative Investment Fund Company S.A., SICAV-SIF, either directly or through the Clearing Brokers, will for the Winton Fund have an account with entities that are futures commission merchants registered with the CFTC. Such entities are required by CFTC regulations to segregate from their own assets and hold in a customer segregated account and for the sole benefit of their commodity customers, all assets held by them as margin in respect of CFTC exchange traded futures and options contracts. Under CFTC regulations, brokers are also required to deposit their own funds into their customer segregated accounts to the extent necessary to ensure that such accounts do not become under-margined. In the event of a broker’s financial collapse, insolvency or bankruptcy, the customer funds held in that broker’s customer segregated accounts would be insulated as an identifiably separate pool of assets and, as such, would not be available for distribution to the broker’s general creditors. Under such circumstances, each customer with assets on deposit in the broker’s customer segregated account would receive its pro rata share of such assets. As long as a broker is collecting margin payments from its customers or advancing its own funds to make up for any deficiency by a customer in accordance with CFTC regulations, each customer

19 would receive 100 per cent of its assets from the customer segregated account. To the extent that any segregated account may be under-margined, however, the deficiency would be shared on a pro rata basis by each customer holding assets in such account. None of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s, the directors, the Investment Manager or the Investment Adviser will be able to verify the Clearing Brokers’ or their counterparties’ compliance with their obligations to maintain customer property in segregated customer accounts. A failure by the Clearing Brokers or their counterparties to comply with such obligations could result in a loss of some or all of the Winton Fund’s assets on deposit with such broker. A client’s assets that are deposited as margin in respect of non-exchange traded derivative contracts such as currency forwards on the interbank market are not required under CFTC or any other regulations to be held in a customer segregated account. Consequently assets deposited as margin in respect of non-exchange traded derivative contracts may be indistinguishable from a broker’s assets and therefore may be subject to creditors’ claims in the event of the insolvency of that broker. Prime Brokers In relation to the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s right in respect of the Winton Fund to the return of securities equivalent to those of the Winton Fund’s securities which a Prime Broker takes legal and beneficial title to or which a Prime Broker borrows, lends, pledges, charges, rehypothecates, sells, transfers, disposes of or otherwise uses for its own purposes in accordance with the relevant Prime Brokerage Agreement, the Winton Alternative Investment Fund Company S.A., SICAV-SIF will rank as an unsecured creditor of the relevant Prime Broker and, in the event of the insolvency of the relevant Prime Broker, the Winton Alternative Investment Fund Company S.A., SICAV- SIF may not be able to recover such equivalent securities in full for the Winton Fund, or at all. In addition, the Winton Fund’s cash held with a Prime Broker that is not treated as client money under the FCA’s client money rules and the specific terms agreed between the relevant Prime Broker and the Winton Alternative Investment Fund Company S.A., SICAV-SIF is not segregated from the relevant Prime Broker’s own cash and may be used by the relevant Prime Broker in the course of its business and the Winton Fund will therefore rank as an unsecured creditor in relation thereto. The Winton Alternative Investment Fund Company S.A., SICAV-SIF is at risk of the Prime Brokers entering into an insolvency procedure. During such a procedure (which may last many years) the use by the Winton Fund of assets held by or on behalf of the relevant Prime Broker under the relevant sub- custody arrangement with the Depositary may be restricted and accordingly (a) the ability of the Winton Fund Manager and/or the Investment Adviser to fulfil the investment objective may be severely constrained, (b) the Winton Alternative Investment Fund Company S.A., SICAV-SIF may be required to suspend the calculation of the net asset value and as a result subscriptions for and redemptions of shares, and/or (c) the net asset value may be otherwise affected. During such a procedure, the Winton Alternative Investment Fund Company S.A., SICAV-SIF is likely to be an unsecured creditor in relation to certain assets and accordingly the Winton Alternative Investment Fund Company S.A., SICAV-SIF may be unable to recover such assets from the insolvent estate of the relevant Prime Broker in full for the Winton Fund, or at all. Clearing House Protections On many exchanges, the performance of a transaction by a broker (or third party with whom it is dealing on a company’s behalf) is “guaranteed” by the exchange or clearing house. However, this guarantee is unlikely in most circumstances to cover the Winton Fund and may not protect the Winton Alternative Investment Fund Company S.A., SICAV-SIF if a broker or another party defaults on its obligations to the Winton Alternative Investment Fund Company S.A., SICAV-SIF. There is normally no clearing house for off-exchange instruments which are not traded under the rules of a recognised or designated investment exchange. The Dodd-Frank Act will require a substantial portion of OTC derivatives to be executed on regulated markets and submitted for clearing to regulated clearing houses. Client Money Protection Certain Prime Brokers and/or Clearing Brokers (each a “Broker”) may agree to treat all or some of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s cash as client money for the purpose

20 of the FCA’s client money rules (“Client Money”). Client Money should not be available to the relevant Broker to use in the course of its business (subject to the paragraphs below). Cash that is not Client Money will not be segregated from a Broker’s own cash and may be used by it in the course of its normal business. The Winton Alternative Investment Fund Company S.A., SICAV- SIF will be an unsecured creditor of that Broker in relation to such cash and may not be able to recover it in full for the Winton Fund, or at all, if the Broker becomes insolvent. Client Money must be held with approved banks and/or institutions (not necessarily in the UK) (an “Approved Bank”) and in certain circumstances may be transferred to an exchange, clearing house or an intermediate broker in respect of a client transaction (a “Third Party”). If a Broker becomes insolvent, subject to any enforcement rights of that Broker in respect of amounts owed to it by the Winton Alternative Investment Fund Company S.A., SICAV-SIF, or any rights of an Approved Bank or Third Party, Client Money is expected to be protected from the Broker’s creditors. However, it will be pooled with client money of the Broker’s other clients and any shortfall will be shared pro rata. In addition, if an Approved Bank becomes insolvent where the relevant Broker remains solvent, there is a risk of loss of such Client Money (subject to any deposit protection schemes that apply) as such Broker may not have an obligation to make good that shortfall. If a Third Party becomes insolvent where the relevant Broker remains solvent, the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s position may be affected by a number of factors, including the law of the relevant jurisdiction or the rules of the relevant exchange or clearing house. A proportion of Client Money may be held with an Approved Bank which is an affiliate of the Broker. If a Broker becomes insolvent, an affiliated Approved Bank may also be, or become, insolvent, which is likely to result in a greater loss of cash than if cash were held with an unaffiliated Approved Bank. The legal and regulatory regime applying to parties holding client money outside the UK may be different to that of the UK and in the event of their default such money may be treated in a different manner from that which would apply if the money were held by such party in the UK. Accordingly such money may not be segregated from the assets of such a party and, in the event of the insolvency of such a party, the Company might not be able to recover its money in full, or at all. If a Broker breaches its obligations in respect of Client Money, the Winton Fund may suffer greater losses where the Broker becomes insolvent. None of the Winton Alternative Investment Fund Company S.A., SICAV-SIF, the directors, the Investment Manager or the Investment Adviser will be able to verify the Brokers’ (or their counterparties’) compliance with such obligations. Collateral If the Winton Alternative Investment Fund Company S.A., SICAV-SIF deposits collateral for a Winton Fund as security with a broker, the way in which it will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s collateral depending on whether the Winton Fund is trading on a recognised or designated investment exchange and the rules of that exchange (and the associated clearing house). Deposited collateral may lose its identity as the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s property once dealings on its behalf are undertaken. Even if the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s dealings should ultimately prove profitable, the Winton Alternative Investment Fund Company S.A., SICAV-SIF may not get back the same assets for the Winton Fund which it deposited, and may have to accept payment in cash. Risks Associated with Specific Investments in the Winton Fund Foreign Exchange Forward Contracts The Winton Alternative Investment Fund Company S.A., SICAV-SIF may enter into foreign exchange forward contracts for the Winton Fund. A foreign exchange forward contract is a contractually binding obligation to purchase or sell a particular currency at a specified date in the future. Foreign exchange forward contracts are currently not traded on exchanges. Rather, they are effected through the interbank market. Unlike in futures markets, there is no limitation as to daily price movements in this market and in exceptional circumstances there have been periods during which certain banks have refused to quote prices for foreign exchange forward contracts or have quoted prices with an unusually wide spread between the price at which the bank is prepared to buy and that at which it is prepared to sell. The Dodd-

21 Frank Act includes non-deliverable foreign exchange forward contracts in the definition of “swap,” and therefore, contemplates that certain of these contracts may be exchange-traded, cleared by a clearinghouse and regulated by the CFTC. Although the Dodd-Frank Act contemplates that non- deliverable foreign exchange forward contracts may be exchange-traded and cleared by a clearinghouse, these transactions, as well as deliverable foreign exchange forward contracts, are not currently exchange-traded so that, generally, no clearinghouse or exchange stands ready to meet the obligations of the contract. Thus, the Winton Alternative Investment Fund Company S.A., SICAV-SIF for the account of the Winton Fund will be subject to the risk of the inability or refusal of its counterparties to perform with respect to such contracts. Any such default would eliminate any profit potential and compel the Winton Alternative Investment Fund Company S.A., SICAV-SIF for the account of the Winton Fund to cover its commitments for resale or repurchase, if any, at the then current market price. These events could result in significant losses to the Winton Alternative Investment Fund Company S.A., SICAV-SIF for the account of the Winton Fund. The Winton Fund may enter into foreign exchange forward contracts in respect of the currencies of certain emerging markets. Many emerging markets have underdeveloped capital market structures where the risks associated with holding currency are significantly greater than in other, less inflationary markets. Such currency exchange rates are highly volatile and subject to severe event risks, as the political situation with regard to the relevant foreign government may itself be volatile. Debt Securities The Winton Fund may invest in debt instruments that 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. In addition, evaluating credit risk for debt securities involves uncertainty because credit rating agencies throughout the world have different standards, making comparison across countries difficult. Also, the market for credit spreads is often inefficient and illiquid, making it difficult to accurately calculate discounting spreads for valuing financial instruments. General Investment Risks of the Winton Fund High Volatility The markets in which Winton Fund invest are subject to high levels of volatility. Price movements are influenced by a variety of factors, including: 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 re-evaluations; and market sentiment. Such volatility could result in significant losses to the Winton Fund. Illiquidity of Markets Positions in financial instruments cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as when governments take or are subject to political actions that disrupt the markets in their currency or major exports, can also affect the liquidity of the markets, thereby making it difficult to liquidate a position. Periods of illiquidity and the events that trigger them are difficult to predict and there can be no assurance that the Investment Manager and/or the Investment Adviser will be able to do so. Market illiquidity may cause losses to the Winton Fund. The large size of the positions that the Winton Fund may acquire will increase the risk of illiquidity by both making its positions more difficult to liquidate and increasing the losses incurred while trying to do so. This risk will be exacerbated by the fact that each of the Investment Manager and/or the Investment Adviser serves and will serve in a similar capacity for funds and accounts and expect to serve in such capacity for many funds and accounts in future, which may increase the size of the positions controlled by the Investment Manager and/or the Investment Adviser. (See the risk factor entitled “Effects of Substantial Redemptions”). Misconduct of Employees and of Third-Party Service Providers Misconduct or errors by employees or third-party service providers could cause significant losses to the Winton Fund. For example, employees and third-party service providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting the

22 Winton Alternative Investment Fund Company S.A., SICAV-SIF’s business prospects or future marketing activities. Although the Winton Alternative Investment Fund Company S.A., SICAV-SIF, the Investment Manager and the Investment Adviser have adopted measures to select reliable third-party providers and, in the case of the Investment Manager and the Investment Adviser, to prevent and detect employee misconduct, such measures may not be effective in all cases. Commodity-Related Investments The Winton Alternative Investment Fund Company S.A., SICAV-SIF may invest in commodity futures for the Winton Fund. Exposure to the commodities markets (including via commodity futures) may subject the Winton Fund to greater volatility than investments in traditional securities. Prices of commodities may fluctuate significantly over short periods for a variety of factors, including changes in supply and demand relationships, changes in interest or currency exchange rates, population growth and changing demographics and factors affecting a particular industry or commodity, such as drought, floods or other weather conditions, transportation bottlenecks or shortages, competition from substitute products, fiscal, monetary and exchange control programs, disease, pestilence, acts of terrorism, embargoes, tariffs and international economic, political, military, legal and regulatory developments. Further, a lack of liquidity, participation of speculators and government regulation and intervention, among other factors, may subject commodity markets to temporary distortions or other disruptions, which may, in turn, subject the Winton Fund to losses. Contracts for Differences The Winton Alternative Investment Fund Company S.A., SICAV-SIF may enter into contracts for differences (“CFDs”) on individual equity securities for the Winton Fund. CFDs are privately negotiated contracts between two parties, buyer and seller, stipulating that the seller will pay to or receive from the buyer the difference between the nominal value of the underlying instrument at the opening of the contract and that instrument’s value at the end of the contract. As is the case with owning any financial instrument, there is the risk of loss associated with buying a CFD. There may be liquidity risk if the underlying instrument is illiquid because the liquidity of a CFD is based on the liquidity of the underlying instrument. A further risk is that adverse movements in the underlying security will require the buyer to post additional margin. CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honour its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract may be reduced. To the extent that there is an imperfect correlation between the return on the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s obligation for the Winton Fund to its counterparty under the CFDs and the return on related assets in the relevant portfolio, the CFD transaction may increase the Winton Fund’s financial risk. Equities Equities represent ownership interests in a company or corporation, and include common stock, preferred stock and warrants and other rights to acquire such instruments. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equities in which the Program invests will cause the value of the Winton Fund’s assets to fluctuate. Real Estate Investment Trusts (REITs) The Winton Fund may invest in listed REITs and derivatives linked to REITs. REITs are typically structured as pooled investment vehicles that own, or invest in, properties. Their primary source of income is rental returns and, pursuant to the tax laws of the relevant jurisdiction in which the REIT is established, resident or otherwise subject to tax, most of the profits derived from such rental returns are generally required to be distributed by way of dividend to shareholders and the REIT is required to satisfy certain other conditions, in order to qualify for beneficial REIT status. Thus, REITs risk failing to qualify for such beneficial status due to non-compliance with applicable tax laws. There is also a risk that the tax benefits of REIT status are modified or withdrawn by certain jurisdictions. Investments in REITs will subject the Fund to risks similar to those associated with direct ownership of real estate, including reduction in the value of the real estate; general and local economic conditions and changes to the interest rates; extended vacancies of properties; and uninsured damages from flood, fire, earthquake and other natural disasters as well as risks arising from poor performance by the REIT and/or its

23 manager (where applicable). In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. An investment in a derivative instrument that is linked to the value of a REIT is subject to similar risks. Short Selling The Investment Adviser’s investment system may incorporate short selling systems whereby, subject to the restrictions set out in the Winton Fund’s Supplement, the Investment Adviser sells equities that the Winton Alternative Investment Fund Company S.A., SICAV-SIF does not own. A short sale involves the theoretically unlimited risk of an increase in the market price of the securities sold short. There can be no guarantee that securities and/or currencies necessary to cover a short position will be available for purchase. Due to regulatory or legislative action taken by regulators around the world as a result of volatility in the global financial markets, taking short positions on certain securities has been restricted. The levels of restriction vary across different jurisdictions and are subject to change in the short to medium term. These restrictions have made it difficult and in some cases impossible for numerous market participants either to continue to implement their investment strategies or to control the risk of their open positions. Accordingly, the Investment Adviser may not be in a position to execute orders in accordance with the trading signals of the investment system and its ability to fulfil the investment objective of the Winton Fund may be constrained. Emerging Securities Markets The Winton Fund may invest in emerging markets. Investment in emerging market securities may involve a greater degree of risk than an investment in securities of issuers based in developed countries. Among other things, emerging market securities investments may carry the risks of less publicly available information, more volatile markets, less strict securities market regulation, less favourable tax provisions, and a greater likelihood of severe inflation, unstable or not freely convertible currency, war and expropriation of personal property than investments in securities of issuers based in developed countries. Placing securities with a custodian in an emerging country may also present considerable risks. In addition, investment opportunities in certain emerging markets may be restricted by legal limits on foreign investment in local securities. Futures Contracts The Winton Alternative Investment Fund Company S.A., SICAV-SIF invests in futures contracts for the Winton Fund. Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the position with cash (unless liquidated before expiry). They carry a high degree of risk. The low margins normally required in futures trading permit a very high degree of leverage. As a result, a relatively small movement in the price of a futures contract may result in a profit or loss that is high in proportion to the amount of assets actually placed as margin and may result in unquantifiable further loss exceeding any margin deposited. Daily Price Fluctuation Limits Futures exchanges limit fluctuations in contract prices during a single day by imposing “daily price fluctuation limits” or “daily limits.” During a single trading day no trades may be executed at prices that are either above or below the daily limit. Once the price of a particular futures contract has increased or decreased to the limit point, positions in the contract can be neither established nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Investment Adviser from liquidating positions and subject the Winton Fund to losses that could exceed the margins initially committed to such trades.

24 General Currency Hedging – Ascension Fund The Ascension Fund will invest in the Class C Sterling Shares of the Winton Fund. The Manager will, to the degree it deems appropriate, cause the Ascension Fund to enter into arrangements in an attempt to hedge the exposure of the US Dollar Classes of Shares to currency fluctuations between US Dollar and Sterling, Euro Classes of Shares to currency fluctuations between Euro and Sterling and the Singapore Dollar Classes of Shares to currency fluctuations between SGD and Sterling. There can be no assurance that the hedging arrangements, if any, entered into on behalf of a Class of Shares will be sufficient to address all currency risks. The Shareholders of the US Dollar, Euro and SGD Classes of Shares will bear all of the costs and expenses incurred as a result of both the currency conversions and any currency hedging activity with respect to the Shares of the relevant Class. Currency Hedging – Winton Fund Shareholders bear all risks of exchange rate fluctuations in respect of any purchase of share classes in the Winton Fund using currencies other than the US Dollar. Certain expenses of the Winton Fund may be incurred in currencies other than US Dollars whereas the Winton Fund’s assets are predominantly in US Dollars and the Winton Fund is therefore exposed to any gain or loss incurred as a result of exchange rate fluctuations, upon payment of such expenses. The Winton Fund may seek to hedge its foreign currency exposure but will necessarily be subject to foreign exchange risks. These risks will be decreased although not eliminated entirely by the use of such hedging. Dividends It is not currently the intention of the Directors of the Company to declare dividends; however, in the event that a dividend is declared, such dividend will be paid in accordance with any applicable Bermuda laws and the Irish Stock Exchange requirements. Borrowing and Leverage When deemed appropriate, the Ascension Fund may incur borrowings of up to 5% of its NAV in order to meet redemption requests and in connection with settling portfolio transactions for the Ascension Fund. Save for such borrowings, the Ascension Fund will not be leveraged. Control Agreement The Company on behalf of Ascension Fund has entered into a control agreement dated November 2016 with the Winton Fund. Pursuant to the Control Agreement the Winton Fund has undertaken to the Company to conform with the applicable requirements imposed on the Winton Fund by the Irish Stock Exchange. The Winton Fund has undertaken to the Company to conform with the following: a) The Winton Fund will not take legal or managerial control of the issuers of its underlying investments; b) The Winton Fund will promptly inform the Company if the auditor of the Winton Fund has issued a qualified audit opinion which in the opinion of the directors of the Winton Fund has a material impact on the Winton Fund; c) any distributions made by the Winton Fund will be in accordance with the requirements of the Irish Stock Exchange; d) any conflicts of interest of which the Winton Fund is aware of between it and the Company will be brought to the attention of the Directors; e) The Winton Fund will notify the Directors of the Company if it ceases to be regulated by the Luxembourg Commission de Surveillance du Secteur Financier (“CSSF”); f) The Winton Fund will (a) notify the Company if it becomes aware that the Investment Manager, the Administrator, the Depositary, Sub-custodian, Broker or a Prime Broker ceases to meet the

25 requirements set out in sections 1 and 41 of the Rules (“ISE Service Provider Requirements”); and (b) notify the Company prior to appointing an Investment manager, administrator, depositary, sub- custodian, Broker or prime broker that does not meet the ISE Service Provider Requirements, such notice to be sufficient to allow the Company acting in respect of the Ascension Fund to redeem in accordance with the Prospectus and the Articles of Association prior to such appointment taking effect; g) The Winton Fund will remain established in Luxembourg and will, unless otherwise notified to the Company, operate in accordance the Articles of Association; and h) The Winton Fund will notify the Company prior to any material change to its investment objective, strategy or [].

The control agreement may be terminated by the Company on behalf of the Ascension Fund upon 90 days’ written notice to the Winton Fund and will be terminated in the event that the Ascension Fund Shares are redeemed from the Winton Fund or are de-listed from the Irish Stock Exchange. The Winton Fund will not be liable to the Ascension Fund (or any investor therein) for any loss, cost, claim, action, demand or expense arising out of (i) any non-performance by the Winton Fund of its obligations under this Agreement where the Winton Fund is prevented from the performance of its obligations by any event or circumstance beyond its reasonable control or (ii) any inaccuracy of any information supplied pursuant to such obligations unless caused by the wilful default or fraud of the Winton Fund. In addition, the Ascension Fund acknowledges and agrees that its sole remedy with respect to any non- performance by the Winton Fund of any of its obligations under this Agreement shall be the right to redeem all of its Shares in accordance with the Winton Fund’s Confidential Memorandum, Supplement and the Memorandum and Articles of Association. Nothing in this Agreement shall prevent or limit the Winton Fund (or any of its Directors), from exercising, in its absolute discretion, any power or discretion available to it pursuant to the Winton Fund’s Confidential Memorandum, Supplement or Memorandum and Articles of Association. Nothing contained or implied in this Agreement constitutes or is taken to constitute a partnership between the parties and none of the parties has any authority to bind or commit the other party. The Control Agreement applies for so long as the Shares are listed on the Irish Stock Exchange.

26 Taxation – United Kingdom The Ascension Fund as an “Offshore Fund” It is intended that the Company on behalf of the Ascension Fund will apply to HMRC for approval for “reporting fund” status for the Share Classes. If the Company on behalf of the Share Classes does not obtain certification as a reporting fund throughout the period during which Share Classes are held, gains arising on the disposal of those Shares (for example, by way of transfer or repurchase including switching between Classes of Shares) will comprise income rather than capital gains for the purposes of UK taxation. The Company will publish the relevant Shareholder information, as required by HM Revenue & Customs under the provisions of The Offshore Funds (Tax) Regulations 2009, at the web address below on an annual basis within 6 months of the Company’s year end, being 31 December. www.lgbrcapital.com/uktax

27 Subscriptions, Redemptions & NAV Minimum Investment The minimum initial investment per Class of Shares is £10,000 for Sterling Class Shares, USD10,000 for US Dollar Class Shares, Euro 10,000 for Euro Class Shares and SGD 20,000 for Singapore Dollar Class Shares or such lesser amount as the Directors may in any particular case determine. The minimum subsequent investment is £5,000 for Sterling Class Shares, USD5,000 for US Dollar Class Shares, Euro 5,000 for Euro Class Shares and SGD 10,000 for Singapore Dollar Class Shares, or such lesser amount as the Directors may in any particular case determine. These requirements will not apply to direct or indirect subscriptions by the Manager, Winton, the Distributor or their affiliates or any of their directors or employees. Subscriptions Shares of the Ascension Fund are available for subscription at the relevant Subscription Price on each Dealing Day. The Subscription Price will be equal to the Net Asset Value per Share of the relevant Class as at the Valuation Day immediately preceding the Dealing Day on which the application is effective. The Winton Fund currently has four share classes in issue. Class A US$ was issued on 30 March 2015 at an initial price of US$100 and has an unaudited NAV per share of US$95.58 as at 31 March 2016. Class B Euro was issued on 30 March 2015 at an initial price of €100 and has an unaudited NAV per share of €98.86 as at 31 March 2016. Class C Sterling was issued on 30 March 2015 at an initial price of £100 and has an unaudited NAV per share of £96.79 as at 31 March 2016. Class D Yen was issued on 30 March 2015 at an initial price of Yen10,000 and has an unaudited NAV per share of Yen10,000 as at 31 March 2016. The source of the attached unaudited portfolio details in the Investment Adviser. If the final Net Asset Value per Share as at the relevant Valuation Day is significantly delayed, at the absolute discretion of the Directors, the subscription monies may be applied to subscribe for Shares on the basis of the estimated Net Asset Value per Share as at that Valuation Day. Applicants wishing to apply for the share classes of Ascension Fund must send their completed Application Form and arrange a bank transfer so that cleared funds and the Application Form are received by the Administrator no later than 5.00pm (Dublin time) three (3) Business Days preceding the relevant Dealing Day (the “Dealing Deadline”). Shares will be issued at the relevant Subscription Price on that Dealing Day. Applications or uncleared funds received after the date and time specified above may be held over until the following Dealing Day and Shares will be issued at the relevant Subscription Price on that Dealing Day. Applications to subscribe for Shares may be faxed to the Administrator (fax: + 353 1 790 0459) but the original document must be sent immediately to the Administrator by post. Shares will not be issued until a signed Application Form, any documents/information requested by the Administrator in relation to anti-money laundering have been provided, and cleared funds have been received by the Administrator. If this condition is not met, the Directors reserve the right to cancel the subscription. Fractions of Shares will, if necessary, be issued to three decimal places. The Ascension Fund reserves the right to reject any application in whole or part at its absolute discretion, in which event the amount paid on application or the balance thereof (as the case may be) will be returned (without interest) as soon as practicable in the currency of subscription at the risk and cost of the applicant. Once completed applications have been received by the Administrator, they are irrevocable save as otherwise provided in paragraph 8 of Part VI of the Prospectus. As soon as practicable following the finalisation of the relevant NAV, investors will receive a contract note. Redemptions The share classes in issue, will be redeemable at the option of the Shareholder at the relevant Redemption Price on each Dealing Day. Shareholders should fax a completed redemption request to

28 the Administrator signed by all holders, no later than the Business Day which is 5 Business Days prior to the relevant Dealing Day, (the “Redemption Deadline”). Redemption requests received after the relevant Redemption Deadline may be held over until the following Dealing Day and Shares will be redeemed at the relevant Redemption Price calculated as at that Dealing Day. All notice periods may be shortened or waived and dealing dates made more frequent by the Directors at their sole and absolute discretion. Redemption requests may be faxed to the Administrator. The redemption proceeds will not be paid until original bank details, an original application form and all relevant anti-money laundering documentation has been received by the Administrator and is in good order. Redemption Price The Redemption Price per Share will be equal to the Net Asset Value per Share as at the relevant Valuation Day preceding the Dealing Day for which the redemption request has been accepted. Settlement Redemption proceeds will normally be sent by bank transfer within 6 business days of the relevant Dealing Day. If the final Net Asset Value per Share as at the relevant Dealing Day is significantly delayed, at the absolute discretion of the Directors, redemption proceeds may be paid to the redeeming Shareholder on the basis of the estimated Net Asset Value per Share as at that Dealing Day. Payment will be made in the currency of the relevant Share Class in accordance with instructions given by the redeeming Shareholder to the Administrator and at the Shareholder’s risk and cost. Deferred Redemptions The Directors reserve the right at their absolute discretion to temporarily suspend the payment of redemption proceeds (or any portion thereof) for the whole, or any part of any period during when the Investment Manager of the Winton Fund cannot generate in a timely manner adequate levels of cash through asset redemptions to meet Ascension Fund Shareholder Redemption requests on the Winton Fund. Net Asset Value The Net Asset Value per Share of each Class of the Ascension Fund will be determined in the reference currency of such Class as at each Valuation Day by dividing the net assets attributable to each Class by the total number of Shares of such Class then outstanding. The Net Asset Value per Share of each Class as at each Valuation Day is expected to be calculated and become available no later than 10 calendar days after the relevant Valuation Day. The Net Asset Value per Share of each Class of the Ascension Fund will notified to the Irish Stock Exchange without delay upon calculation and will be published on the Distributor’s website, www.lgbrcapital.com

29 Fees & Expenses Fees and Expenses of the Ascension Fund Initial Charge At the discretion of the Distributor, an initial charge of up to 5% of the gross subscription amount is payable by applicants when subscribing for Retail and Institutional Shares. All or part of any such initial charge may, at the discretion of the Distributor, be retained by the Distributor, paid to intermediaries or given to applicants in the form of extra Shares. Annual Management Fee The annual management fees in respect of the Institutional Class, Retail Class and C Class Shares of the Ascension Fund (inclusive of the Winton Fund’s annual management charges as set out below but exclusive of the performance fee) is as follows: Annual Fee Institutional Classes 1.20% Retail Classes 2.2% C Classes 2.65%

The Winton Fund attracts an annual management fee equal to 1.20% of the Net Asset Value of the Winton Fund as described in the “Fees and Expenses of the Winton Fund” section. In addition, an annual management fee of 1.0% will be charged for Retail Class Shares and 1.65% for C Class Shares by the Ascension Fund. The Manager may from time to time at its absolute discretion decide to rebate to some or all investors or to their intermediaries all or part of the management fee. Performance Fee The Winton Fund is also subject to a performance fee of 20% of new net trading profits, payable out of the assets of the Winton Fund at the end of each calendar quarter, as described in the “Fees and Expenses of the Winton Fund” section. This ensures that Winton’s prosperity and that of its clients are inexorably linked. Platform Fee The Manager will receive an annual fee of 0.35% of the total Net Asset Value of the Ascension Fund Shares, which shall accrue weekly and be payable monthly in arrears after deduction of the management fee and performance fee Administrator The fees and expenses charged by the Administrator are set out in Part IV of the Prospectus. In addition to these charges the Administrator will charge a fee of Euro 2,000 per month for the provision of weekly NAV calculations and weekly dealing. Custodian Caceis Bank Luxembourg – Dublin Branch is retained by the Company to undertake the custody arrangements. The Ascension Fund will be subject to a basic custody fee of US$1,000 per month. The cost of establishing the Ascension Fund The cost of establishing the Ascension Fund was £15,000. This cost was amortised on a straight line basis over a period of 5 years from 1 December 2009. Matrix Alternative Investment Strategies Fund Directors’ remuneration The total fees payable to the Directors of the Matrix Alternative Investment Strategies Fund for the financial year ending 31 December 2016 are expected to be US$90,000.

30 Fees and Expenses of the Winton Fund Investment Management Fee The Investment Manager will receive in respect of the Winton Fund an investment management fee equal to 1/52 of 1.2 per cent per annum of the net asset value of the Winton Fund (before deduction of that week’s investment management fee and before deduction for any changes in accrual for performance fees in that week) as at each valuation day. The investment management fee will be deemed to accrue on a weekly basis as at each valuation day and will be payable monthly in arrears as at the last valuation day of that month. Performance Fee The Investment Manager is also entitled to receive a Performance Fee in respect of each class of shares in issue in respect of each Quarter (a “Calculation Period”). The Performance Fee will be equal to 20 per cent of New Net Profits (as defined below). The Performance Fee, if any, will be calculated and deemed to accrue on a weekly basis as at each valuation day. New Net Profits New Net Profits of a class of shares in the Winton Fund are the excess, if any, of (a) the net asset value of the assets attributable to the share class as of the last valuation day of the relevant Calculation Period, before deduction of the current accrued Performance Fee, if any, paid or payable over (b) the highest net asset value of the assets attributable to the share class as of the last valuation day of any preceding Calculation Period, or the date on which that share class was issued, whichever date the net asset value of the assets attributable to that share class was higher, with such excess ((a) minus (b)) increased by any dividends, distributions and redemptions payable as of, or subsequent to, the date in (b) and decreased by subscriptions and interest earned on cash balances payable as of, or subsequent to, the date in (b). New Net Profits shall not include any appreciation or depreciation attributable to the Investment Adviser’s management of the cash portion of the Winton Fund’s portfolio. The Performance Fee will normally be payable to the Investment Manager in arrears within 14 calendar days of the end of each Calculation Period. However, in the case of shares redeemed during a Calculation Period, the accrued Performance Fee in respect of those shares will be payable within 14 calendar days after the date of redemption. In the event of a partial redemption, Shares will be treated as redeemed on a first in, first out basis, unless otherwise requested by the shareholder. The Investment Manager may from time to time and at its sole discretion and out of its own resources decide to rebate to some or all shareholders (or their agents including the directors) or to intermediaries, part or all of the Investment Management Fee and/or Performance Fee. Any such rebates may be applied in paying up additional shares to be issued to the shareholder. If the Investment Management Agreement is terminated during a Calculation Period the Performance Fee in respect of the then current Calculation Period will be calculated and paid as though the date of termination were the end of the relevant Calculation Period. In addition, the Investment Manager will be reimbursed for fees and expenses incurred by the Investment Manager in connection with the provision of its investment management services. Administrator’s Fees The Winton Fund’s administrator receives a monthly fee based on the aggregate month-end net asset value of all sub funds, in the Winton Alternative Investment Fund Company S.A., SICAV-SIF, in respect of which both: (a) the Investment Manager, the Investment Adviser or any of their affiliates is appointed to provide investment management or advisory services; and (b) the Winton Fund administrator is appointed to provide administration services (the “Winton-sponsored Funds”), in arrears, at the relevant basis points per annum rate as follows, subject always to a minimum monthly fee of US$50,000 aggregated across all Winton-sponsored Funds: Month-end net assets - US$ Basis Points per annum Less than $1 billion 6.00

31 Between $1 billion and $3 billion 5.00 Between $3 billion and $5 billion 4.00 Between $5 billion and $ 10 billion 3.00 Between $10 billion and $ 15 billion 2.75 Between $15 billion and $ 20 billion 2.50 More than $ 20 billion 2.00 The level of the administration fee payable to the Winton Fund administrator may change by agreement between the Winton Alternative Investment Fund Company S.A., SICAV-SIF and the administrator. All fees and expenses of the Winton Fund sub-administrator are paid by the Winton Fund administrator out of its fees. External Valuer Fees The External Valuer receives from the Winton Alternative Investment Fund Company S.A., SICAV-SIF an annual fee of US$20,000 comprised of an annual fee of US$10,000 per sub fund. Depositary and Paying Agent Fees The Depositary receives from the Winton Alternative Investment Fund Company S.A., SICAV-SIF a monthly fee at the following per annum rate on each of the following tranches based on the aggregate average Net Asset Value of all sub funds over the preceding month:  0.03% (3 basis points) for holdings up to EUR 250 million;  0.025% (2.5 basis points) for holdings between EUR 250 million and EUR 500 million;  0.02% (2 basis points) for holdings between EUR 500 million and EUR 1 billion;  0.015% (1.5 basis points) for holdings greater than EUR 1 billion Such fees will be apportioned pro-rata in line with the net asset value of each sub fund, subject to a minimum fee per fund of €3,000 per month and of €36,000 per year. In consideration of the paying agency services provided to the Winton Alternative Investment Fund Company S.A., SICAV-SIF, the Paying Agent receives a fee of €1,000 per annum. Clearing Brokers Fees The Clearing Brokers receive such fees as may be agreed with the Winton Alternative Investment Fund Company S.A., SICAV-SIF from time to time at normal commercial rates. Winton Alternative Investment Fund Company S.A., SICAV-SIF also pays certain brokerage commissions and transaction charges to the Clearing Brokers in connection with its trading activities together with any fees or other charges imposed by any exchange or clearing organisation. The level of such charges depends on the volume of trading directed to the relevant Clearing Broker by the Investment Adviser and the rates in effect from time to time. The level of fees payable to each Clearing Broker may change by agreement between the Winton Alternative Investment Fund Company S.A., SICAV-SIF and the relevant Clearing Broker. Prime Brokers Fees Each Prime Broker receives prime brokerage fees at normal commercial rates which are based on a combination of transaction charges and interest costs. The Prime Brokers charge interest on debit balances at a rate agreed with or notified to the Winton Alternative Investment Fund Company S.A., SICAV-SIF. The level of fees payable to the Prime Brokers may change by agreement between the Winton Alternative Investment Fund Company S.A., SICAV-SIF and the Prime Brokers. Other Service Providers The legal advisers, auditors, Swiss Representative and Swiss Paying Agent of the Winton Alternative Investment Fund Company S.A., SICAV-SIF are paid fees at commercial rates. Such fees may be changed by mutual agreement from time to time. Other Fees, Charges and Expenses

32 To the extent that fees and expenses of the Winton Alternative Investment Fund Company S.A., SICAV- SIF (as described below) are identifiable with respect to a particular sub fund or share class, all such fees and expenses will be charged exclusively to that sub fund(s) or share class(es). All expenses of the Winton Alternative Investment Fund Company S.A., SICAV-SIF not directly attributable to a particular sub fund or share class shall be allocated to all sub funds and share classes on a pro-rata basis. The Winton Alternative Investment Fund Company S.A., SICAV-SIF also pays the costs and expenses of administration including (a) the charges and expenses of legal advisers, corporate secretarial service providers, risk aggregators and auditors, (b) licensing and other governmental filing fees, (c) directors’ fees (if any) and expenses, (d) such expenses incurred by the Investment Manager in soliciting subscriptions for shares as shall be approved by the directors, (e) fees and expenses incurred by the Investment Manager in connection with the provision of its investment management services, (f) interest on borrowings, including borrowings from the Prime Brokers, (g) communication expenses with respect to investor services and all expenses of meetings of shareholders and of preparing, printing and distributing financial and other reports, proxy forms, prospectuses and similar documents, (h) the cost of listing of the shares on any stock exchange, if any, (i) the cost of exchange memberships if applicable, (j) all other organisational and operating expenses, (k) Luxembourg subscription tax and any other taxes relating to the operations of the sub funds, (l) translation and legal publications and (m) the costs of official deeds and any legal costs relating thereto. All expenses of the Winton Fund not directly attributable to a specific share class shall be allocated to all share classes on a pro-rata basis. Such other fees, charges and expenses, as well as dealing commissions and other non-monetary benefits, payable by the Winton Alternative Investment Fund Company S.A., SICAV-SIF are charged at normal commercial rates. There is no maximum amount of fees, charges and expenses borne (directly or indirectly) by shareholders. Such amount will depend on a number of factors including, but not limited to, portfolio turnover, level of borrowings and the value of short sales. Pursuant to Article 23 of the AIFMD, as implemented by the 2013 Law, the Investment Manager shall be responsible for ensuring that prospective investors are provided with an estimate of the maximum amount of fees, charges and expenses to be borne (directly or indirectly) by shareholders before they invest in the Winton Alternative Investment Fund Company S.A., SICAV-SIF. Dividend Policy of the Winton Fund It is not envisaged that any income or gains derived from the Winton Fund’s investments will be distributed by the Winton Fund by way of dividend. This does not preclude the Winton Fund’s directors from declaring a dividend at any time in the future if they consider it appropriate to do so. It is not currently the intention of the directors of the Winton Fund to declare dividends. However, to the extent that a dividend may be paid, such dividend will be paid in compliance with any applicable law and the regulations of The Irish Stock Exchange.

33 Further Information on the Winton Fund Registered Office Directors 20, rue de la Poste Taavi Davies L-2346 Luxembourg Martin Hunt Grand Duchy of Luxembourg John Skelly

Investment Manager and Alternative Investment Adviser Investment Fund Manager Winton Capital Management Limited Winton Fund Management Limited Grove House Grove House 27 Hammersmith Grove 27 Hammersmith Grove London W6 0NE London W6 0NE England England Central Administrator Depositary and Luxembourg Paying Agent Citco Fund Services (Luxembourg) S.A. Citco Bank Nederland N.V., Luxembourg Branch 20, rue de la Poste 20, rue de la Poste L-2346 Luxembourg L-2346 Luxembourg Grand Duchy of Luxembourg Grand Duchy of Luxembourg

Sub-Administrator Clearing Brokers Citco Fund Services (Ireland) Limited Societe Generale Newedge UK Limited Custom House Plaza 10 Bishops Square Block 6 London EC1 6EG International Financial Services Centre England Dublin 1 Ireland J.P. Morgan Securities plc 25 Bank Street Prime Brokers Canary Wharf Goldman Sachs International London E14 5JP Peterborough Court England 133 Fleet Street London EC4A 2BB Credit Suisse Securities (Europe) Limited England One Cabot Square London E14 4QJ Credit Suisse Securities (Europe) Limited England One Cabot Square London E14 4QJ Goldman Sachs International England Peterborough Court 133 Fleet Street London EC4A 2BB England

Swiss Representative Swiss Paying Agent First Independent Fund Services Ltd NPB Neue Privat Bank AG, Klausstrasse 33 Limmatquai 1/am Bellevue CH – 8008 Zurich P.O. Box Switzerland CH – 80222 Zurich Switzerland

External Valuer Legal Advisers Citco Fund Services (Ireland) Limited As to English Law: Custom House Plaza Simmons & Simmons LLP Block 6 CityPoint International Financial Services Centre One Ropemaker Street Dublin 1 London EC2Y 9SS Ireland England

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Auditor As to Luxembourg Law: KPMG Luxembourg, Société coopérative Arendt & Medernach 39, avenue JF Kennedy 14, rue Erasme L-1855 Luxembourg L-2082 Luxembourg Grand Duchy of Luxembourg Grand Duchy of Luxembourg

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Winton Fund Structure The Winton Alternative Investment Fund Company S.A., SICAV-SIF is an open-ended investment company organised under the laws of Luxembourg as a SICAV and qualifying as a specialised investment fund under the 2007 Law. The Winton Alternative Investment Fund Company S.A., SICAV- SIF was incorporated for an unlimited period on 5 February 2015. The Articles were published in the Mémorial C, Recueil Spécial des Sociétés et Associations of Luxembourg on 26 March 2015 and the Company is registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 194551. The Winton Alternative Investment Fund Company S.A., SICAV-SIF qualifies as an alternative investment fund within the meaning of the AIFMD and of article 1 (39) of the 2013 Law. The Winton Alternative Investment Fund Company S.A., SICAV-SIF has appointed Winton Fund Management Limited as its external alternative investment fund manager within the meaning of the AIFMD and of article 4 of the 2013 Law. As an umbrella fund designed to offer investors access to a variety of investment strategies, the Winton Alternative Investment Fund Company S.A., SICAV-SIF is permitted to create one or more separate funds. At the date of this Prospectus, the Winton Alternative Investment Fund Company S.A., SICAV- SIF consists of two separate funds, the Winton Diversified Fund (Luxembourg) (the “Winton Fund”) and the Winton Diversified Futures Fund (Luxembourg). The Winton Alternative Investment Fund Company S.A., SICAV-SIF’s reference currency is US Dollars. The reference currency of the Winton Fund is US Dollars. At all times the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s capital will be equal to the aggregate of the net asset value of the funds. No distributions may be made if the result would be that the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s capital would fall below the minimum capital required by Luxembourg law. Subject to the Articles, the Winton Alternative Investment Fund Company S.A., SICAV-SIF directors may establish additional funds from time to time in respect of which a supplement or supplements will be issued with the prior approval of the CSSF. The assets of each fund will be segregated from one another and will be invested in accordance with the investment objectives and strategy applicable to each such fund and as set out in the relevant supplement. The liabilities of a particular fund (in the event of a winding up of the Winton Alternative Investment Fund Company S.A., SICAV-SIF or a repurchase of the shares in the Winton Alternative Investment Fund Company S.A., SICAV-SIF or all the shares of any fund) shall be binding on the Winton Alternative Investment Fund Company S.A., SICAV-SIF but only to the extent of the particular fund’s assets and in the event of a particular fund’s liabilities exceeding its assets, recourse shall not be made against the assets of another fund to satisfy any such deficit.

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Directors of the Winton Alternative Investment Fund Company S.A., SICAV-SIF The Winton Alternative Investment Fund Company S.A., SICAV-SIF directors are responsible for the overall management and control of the Winton Alternative Investment Fund Company S.A., SICAV-SIF in accordance with the articles. The directors review the operations of the Winton Alternative Investment Fund Company S.A., SICAV-SIF at regular meetings and it is the intention of the directors to meet at least quarterly. For this purpose, the directors will receive periodic reports from the Investment Manager, the Investment Adviser and other service providers detailing the performance of the Winton Alternative Investment Fund Company S.A., SICAV-SIF and the Winton Fund and providing an analysis of the portfolios. The Investment Manager will provide such other information as may from time to time be reasonably required by the directors for the purpose of such meetings. Taavi Davies Mr. Davies is an independent, non-executive director. Mr. Davies worked at both Freshfields Bruckhaus Deringer LLP and Sullivan & Cromwell LLP in London. He later worked in the prime brokerage divisions of Goldman Sachs and Merrill Lynch. In 2005 he joined a specialist hedge fund law firm, first in London and then in the United States. He advised fund managers and investment banks on a wide range of financial products and structures. These typically related to swaps, derivatives and synthetic transactions, prime brokerage, stock lending, repo, futures and options, clearing and settlement, trading, execution, custody, hedge fund administration and illiquid assets. Mr. Davies is resident in Luxembourg and is a member of the Luxembourg Institute of Directors. Mr. Davies holds Bachelor’s and Master’s degrees in Law from Cambridge University. He is qualified as a lawyer in England and California, and is admitted to the Luxembourg Bar. Martin Hunt Mr. Hunt is a non-executive director of WCG. He has held a number of senior positions for companies within the managed futures industry, in a career that has spanned 30 years. Between 1986 and 1988, he was Manager of Trading Operations at Sabre Fund Management before moving to head up the operations team of AHL in 1988, which was at the time a newly established London-based commodity- trading advisor. Mr. Hunt left AHL and joined Royston Investments Ltd. in 1991 where he assumed responsibility for marketing and operations, leaving in 1994 to become an independent marketing and compliance consultant to firms in the UK managed futures industry. In 1994, Mr. Hunt joined Palatinate Investment Management Limited where he became Director of Marketing, Operations, and Compliance, before leaving in 1997. He then joined David Harding at the Investment Adviser in 1997, to oversee the formation, structuring and subsequent day-to-day running of the Investment Adviser. John Skelly Mr Skelly acts as a Director and Chairman on the boards of a number of industry-leading funds and Management Companies. He acts for both Irish and Cayman Funds. Mr Skelly is a specialist in compliance, risk, product development and operations for both traditional funds and hedge funds and has helped develop the operational infrastructure of a number of investment funds. He has in-depth understanding of hedge fund and traditional fund operational requirements and has project managed a number of fund launches. He has expert knowledge of the risk and compliance UCITS IV requirements. Mr Skelly regularly gives industry training on investment fund products, particularly UCITS. Mr Skelly is well known in the industry and is an active member of the IFIA Marketing Committee and was formerly a member of the Trustee Committee. Prior to joining Carne in 2006 Mr Skelly held a number of senior management positions with leading banks and asset management companies including BNP Paribas Securities Services and Norwich Union Investments (now Aviva Investors). He qualified as a Chartered Accountant with Deloitte and holds a Bachelor of Commerce degree from University College Dublin. All the Directors act in a non-executive capacity.

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Winton Fund Service Providers Administrator The Winton Alternative Investment Fund Company S.A., SICAV-SIF has appointed Citco Fund Services (Luxembourg) S.A. to act as administrator pursuant to an administration agreement dated 24 March 2015. Pursuant to the administration agreement, the Administrator is responsible, subject to the orders, instructions, directions and overall supervision of, and review by, the directors, for providing administration services in relation to the Winton Alternative Investment Fund Company S.A., SICAV- SIF, including but not limited to: (a) calculating and publishing the net asset value; (b) maintaining the financial and accounting books and records of the Winton Alternative Investment Fund Company S.A., SICAV-SIF and preparing weekly and monthly account statements and assisting with the preparation of annual financial statements; (c) providing registrar and transfer agent services in connection with the shares; and (d) performing other administrative, tax and clerical services necessary in connection with the administration of the Winton Alternative Investment Fund Company S.A., SICAV-SIF. The Administrator may, with the prior consent of the directors, utilise the services of its affiliates in connection with the services provided by the Administrator to the Winton Alternative Investment Fund Company S.A., SICAV-SIF. The Administrator has appointed Citco Fund Services (Ireland) Limited as sub-administrator to the Winton Alternative Investment Fund Company S.A., SICAV-SIF (the “Sub- Administrator”) to provide certain accounting and other administrative services to the Company. Additionally, the Administrator has delegated to Citco Fund Services (Singapore) Pte. Ltd certain accounting services, including, without limitation, the processing of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s expense bookings and reconciliation for each dealing and daily indicative net asset value. All fees and expenses of the Sub-Administrator and other delegates are paid by the Administrator out of its fees. The Administrator remains liable to the Winton Alternative Investment Fund Company S.A., SICAV-SIF for the performance or non-performance of any delegated or sub- contracted duties. In the absence of a material breach of the administration agreement by the Administrator or of fraud, negligence, wilful misconduct or bad faith by the Administrator in the provision of the services detailed in the administration agreement, the Administrator’s liability to the Winton Alternative Investment Fund Company S.A., SICAV-SIF for any claim on account of anything done or omitted to be done by the Administrator in good faith in the provision of any and each of the services detailed in the administration agreement, shall not exceed US$100,000. The Administrator does not act as a guarantor of the shares and is not responsible for any trading or investment decisions of the Winton Alternative Investment Fund Company S.A., SICAV-SIF (which shall be made by the Investment Manager or the Investment Adviser) nor the effect of such trading decisions on the performance of the Winton Alternative Investment Fund Company S.A., SICAV-SIF. The Winton Alternative Investment Fund Company S.A., SICAV-SIF reserves the right to change the administration arrangements described above by agreement with the Administrator and/or in its discretion to appoint another administrator. In such case, the shareholders will be duly informed and the prospectus will be updated, subject to the prior approval of the CSSF. External Valuer Citco Fund Services (Ireland) Limited has been appointed as the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s external valuer (the “External Valuer”) pursuant to an external valuer services agreement dated 27 March 2015 (the “External Valuer Services Agreement”). Pursuant to the External Valuer Services Agreement, the External Valuer is responsible, under the ongoing supervision of the Investment Manager, for providing valuation services in relation to the Designated Investments (as defined in the External Valuer Services Agreement), including but not limited to (i) applying the valuation policy and the designated valuation methodologies to the Designated Investments in a fair and consistent manner; (ii) attributing a value to each of the Designated Investments and incorporating such values into the calculation of the net asset value in accordance with the articles and the prospectus; (iii) liaising with the Investment Manager in relation to any review of the valuation policy.

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Under the AIFMD Rules, the Investment Manager remains ultimately responsible towards the Winton Alternative Investment Fund Company S.A., SICAV-SIF and the shareholders for the proper valuation of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s assets, the calculation and the publication of the net asset value of each sub fund. The appointment of the External Valuer does not affect the Investment Manager’s liability to perform such valuation functions as required by the AIFMD Rules. Depository Citco Bank Nederland N.V., Luxembourg Branch has been appointed as depositary of the Winton Alternative Investment Fund Company S.A., SICAV-SIF with responsibility for the:  safekeeping of the assets;  oversight duties; and  cash flow monitoring, pursuant to the 2007 Law, the 2013 Law and the depositary agreement dated 27 March 2015 entered into between the Investment Manager, the Winton Alternative Investment Fund Company S.A., SICAV- SIF and the Depositary (the “Depositary Agreement”). The Depositary was incorporated as a public limited company under the laws of The Netherlands. It has its registered office in Luxembourg and is registered with the Luxembourg Trade and Companies Register under number B116.246. It is licensed to engage in all banking operations under the amended Luxembourg law of 5 April 1993 relating to the financial sector. Safekeeping of the assets The Depositary is responsible for the safekeeping of the assets of the Winton Alternative Investment Fund Company S.A., SICAV-SIF including assets which can be held in custody as defined under the AIFMD Rules implementing Article 21(8)(a) of the AIFMD (the “Financial Instruments”) and verification of assets which are not Financial Instruments and it shall fulfil the obligations and duties provided for by the 2007 Law and the 2013 Law in accordance with the terms of the Depositary Agreement. In accordance with the provisions of the Depositary Agreement, the 2007 Law and the 2013 Law, the Depositary may, subject to certain conditions and in order to effectively conduct its duties, delegate part or all of its safekeeping duties with regard to Financial Instruments to one or more sub-custodian(s) appointed by the Depositary from time to time. When selecting and appointing a sub-custodian, the Depositary shall exercise all due skill, care and diligence. As set out under “Prime Brokers” below, the Winton Alternative Investment Fund Company S.A., SICAV- SIF has appointed Goldman Sachs International (“GSI”) and Credit Suisse Securities (Europe) Limited (“CSSEL”) as Prime Brokers to provide certain prime brokerage services to the Winton Fund. Pursuant to a prime brokerage agreement. In connection with the foregoing, the Depositary has delegated certain of its depositary functions in respect of the Winton Fund, including the safekeeping of Financial Instruments, to GSI pursuant to a sub-custody agreement entered into between GSI, the Depositary, the Winton Alternative Investment Fund Company S.A., SICAV-SIF and the Investment Manager dated 27 March 2015 (the “GSI Sub-Custody Agreement”) and to CSSEL pursuant to a sub-custody agreement entered into between CSSEL, the Depositary, the Winton Alternative Investment Fund Company S.A., SICAV-SIF and the Investment Manager dated 24 March 2015 (the “CSSEL Sub- Custody Agreement”), under which the relevant Prime Broker has agreed to act as a sub-custodian in accordance with the AIFMD and the terms of the relevant sub-custody agreement. Objective Reason and Discharge of Liability Generally, the Depositary will remain liable to the Winton Alternative Investment Fund Company S.A., SICAV-SIF or to the shareholders for the loss of Financial Instruments notwithstanding the delegation. However, the Depositary may in certain circumstances and in accordance with Article 19(13) of the 2013 Law discharge itself of liability if it can prove, amongst other requirements, that there is an objective reason for the delegation. The objective reasons shall be (i) limited to precise and concrete circumstances characterising a given activity and (ii) consistent with the Depositary’s policies and decisions, and shall be established each time the Depositary intends to discharge itself of liability. The

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Depositary shall be deemed to have objective reasons for contracting a discharge of liability in cases when it had no other option but to delegate, in particular in circumstances described under Article 102 of the Level 2. Under the Depositary Agreement, the objective reason is considered to be established where a Fund (i) requires to invest in certain Financial Instruments which, pursuant to the law of the relevant third country, need to be held in custody by a local entity in that third country, and/or (ii) requires a certain level of financing to achieve the leverage which is obtained through borrowing from the Prime Brokers and where the economically profitable interest rates for the Winton Alternative Investment Fund Company S.A., SICAV-SIF are only achievable if collateral and asset re-use arrangements are in place. Pursuant to the terms of the sub-custody agreements between the Depositary and each of the Prime Brokers, the Depositary has discharged itself contractually of any liability for a loss of Financial Instruments and the Prime Brokers have accepted the transfer of such liability for the loss of Financial Instruments held in custody by the Prime Brokers from the Depositary to the Prime Brokers. By subscribing for shares in the Winton Fund, investors are deemed to have confirmed that they have been duly informed of the discharge and the circumstances justifying the discharge prior to their investment. Oversight The Depositary will, in accordance with the 2007 Law, the 2013 Law and the Depositary Agreement:  ensure that the sale, issue, repurchase, redemption and cancellation of shares are carried out in accordance with applicable laws and regulations, the Articles and the Winton Fund Prospectus;  ensure that the value of the shares is calculated in accordance with applicable laws and regulations, the Articles, the Winton Fund prospectus and the procedures set out in article 19 of the AIFMD;  carry out the instructions of the Investment Manager, unless they conflict with applicable laws and regulations, the Articles and/or the Winton Fund prospectus;  ensure that, in transactions involving the assets of the Winton Alternative Investment Fund Company S.A., SICAV-SIF, any consideration is remitted to the Winton Alternative Investment Fund Company S.A., SICAV-SIF within the usual time limits; and  ensure that the income of the Winton Alternative Investment Fund Company S.A., SICAV-SIF is applied in accordance with applicable laws and regulations, the Articles and the Winton Fund prospectus. Cash flow monitoring The Depositary will, in accordance with the 2007 Law, the 2013 Law and the Depositary Agreement undertake certain cash flow monitoring functions, including but not limited to:  reconciling all cash flow movements and perform such a reconciliation on a daily basis;  identifying significant cash flows and in particular those which could be inconsistent with the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s operations;  ensuring that all bank accounts opened in name of the Winton Alternative Investment Fund Company S.A., SICAV-SIF or in the name of the Investment Manager acting on behalf of the Winton Alternative Investment Fund Company S.A., SICAV-SIF are included in the reconciliation process; and  ensuring that the monies paid by the shareholders on subscription have been received and that all cash is booked in the Cash Accounts (as defined in the Depositary Agreement). Citco Bank Nederland N.V. Luxembourg Branch has further been appointed as the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s Paying Agent, responsible for receiving of subscription monies, payment of distributions, if any, and for the payment of any redemption price by the Winton Alternative Investment Fund Company S.A., SICAV-SIF on behalf of any of its sub funds, pursuant to a paying agency services agreement dated 27 March 2015.

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The Winton Alternative Investment Fund Company S.A., SICAV-SIF reserves the right to change the arrangements described above by agreement with the relevant Prime Broker and/or the Depositary, as the case may be, and/or in its discretion to appoint additional or alternative providers of one or more of the duties described above. Shareholders have no rights as against any person in respect of the duties or liability of an entity appointed to carry out any of the duties described above in respect of the Winton Alternative Investment Fund Company S.A., SICAV-SIF. The Depositary has no decision-making discretion relating to the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s investments. Clearing Brokers The Winton Alternative Investment Fund Company S.A., SICAV-SIF has appointed Societe Generale Newedge UK Limited (“Newedge”), J.P. Morgan Securities plc (“JPMS”), Credit Suisse Securities (Europe) Limited (“CSSEL”) and Goldman Sachs International (“GSI”) as Clearing Brokers in respect of the Winton Funds. Where appropriate, references to The Winton Alternative Investment Fund Company S.A., SICAV-SIF in this section shall be construed as meaning The Winton Alternative Investment Fund Company S.A., SICAV-SIF acting in relation to the Winton Fund. Newedge The Winton Alternative Investment Fund Company S.A., SICAV-SIF has appointed Newedge to provide dealing facilities in respect of all authorised investments and clearing services pursuant to terms of business and ancillary documents agreed between the parties (together the “Newedge Agreement”) dated 20 March 2015. Newedge is authorised and regulated by the FCA. Newedge may, but is not obliged to, accept instructions to enter into a transaction with The Winton Alternative Investment Fund Company S.A., SICAV-SIF provided that Newedge shall not refuse to execute any instructions that would fully or partially close out (or would have the economic effect of fully or partially closing out) any existing transactions. Newedge shall have the right to set limits to control the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s ability to place orders at its absolute discretion. Newedge may require the Winton Alternative Investment Fund Company S.A., SICAV-SIF to limit the number of open positions which it has at any time. However, the imposition of a limit will not affect the open positions that the Winton Alternative Investment Fund Company S.A., SICAV-SIF has with Newedge at the time Newedge notifies it of such limit, and Newedge shall not, as a result of imposing the limit, require the Winton Alternative Investment Fund Company S.A., SICAV- SIF to close out any such existing open positions unless Newedge is obliged to require the Winton Alternative Investment Fund Company S.A., SICAV-SIF to do so in order to comply with application regulations. Pursuant to the terms of the Newedge Agreement, except for transactions that have been fully paid for by the Winton Alternative Investment Fund Company S.A., SICAV-SIF, the Winton Alternative Investment Fund Company S.A., SICAV-SIF is obligated to pay such margin as Newedge requests from time to time in respect of its transactions, which shall comprise initial (or original) and/or variation (or maintenance) margin, provided that the margin requested by Newedge shall not exceed 125 per cent of the margin required by the relevant exchange or clearing house in respect of such transactions. Where the Winton Alternative Investment Fund Company S.A., SICAV-SIF delivers such margin in the form of securities the Winton Alternative Investment Fund Company S.A., SICAV-SIF shall transfer to Newedge absolute title to such securities and shall have a right of redelivery of equivalent securities in accordance with the terms of the Newedge Agreement. Under the terms of the Newedge Agreement, Newedge agrees to treat any money received from the Winton Alternative Investment Fund Company S.A., SICAV-SIF or held by Newedge on its behalf in accordance with the FCA’s client money rules. Therefore, money benefiting from the protections conferred by the FCA’s client money rules should not be available to Newedge to use in the course of its own business. The Winton Alternative Investment Fund Company S.A., SICAV-SIF should not therefore be exposed to the creditworthiness and solvency of Newedge in respect of the portion of cash (if any) which is not available to Newedge. Newedge may hold the Winton Alternative Investment Fund Company S.A., SICAV-SIF money with its shareholder, subject to the relevant limits set out in the FCA’s client money rules. Newedge may also hold client money on the customer’s behalf with an entity outside the UK. The legal and regulatory regime applying to such entity will be different from that of the UK and in the event of insolvency, the Winton Alternative

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Investment Fund Company S.A., SICAV-SIF’s money may be treated differently from the treatment that would apply if the money had been held in an account in the UK. Newedge will not be liable for the insolvency, acts or omissions of any third party referred to in this paragraph, save where (i) such third party is one of Newedge Group SA or its subsidiaries or (ii) where Newedge has breached its obligations under the FCA’s client money rules regarding the selection, appointment and monitoring of any such third party. The Newedge Agreement provides that neither Newedge nor its directors, officers, employees or representatives will be liable for any losses of the Winton Alternative Investment Fund Company S.A., SICAV-SIF arising out of any transactions executed or not executed pursuant to the Newedge Agreement unless such loss arises from the negligence, fraud, wilful default, bad faith, breach of the Newedge Agreement or breach of applicable regulations by (i) Newedge, or (ii) Newedge Group SA or any companies owned or controlled in substantial part by, or affiliated with, Newedge Group SA which bear the name “Newedge” (or their successors or assigns) (each a “Newedge Company”). Neither of Newedge or the Winton Alternative Investment Fund Company S.A., SICAV-SIF shall be liable for consequential or special or punitive damages or for losses caused directly or indirectly by any act of force majeure. The Winton Alternative Investment Fund Company S.A., SICAV-SIF has agreed to indemnify Newedge against any and all (to the extent reasonably incurred or sustained) losses, claims, damages, obligations, liabilities, penalties, fines, judgments and awards (collectively, the “Newedge Losses”) and will pay on demand all (to the extent reasonably incurred or sustained) costs, expenses, liabilities, damages, penalties, fines, judgments and awards (including, without limitation, costs of collections, reasonable attorneys’ fees, court costs and other reasonably incurred legal expenses) (collectively, the “Newedge Costs”) which Newedge incurs directly in connection with (i) the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s obligations and liabilities under the Newedge Agreement, (ii) exercising its rights and remedies in the Newedge Agreement or any related actions or other rights, (iii) any formal investigation, litigation or proceeding by or involving any government agency, market, exchange, clearing organisation or other self-regulatory body, or any third party or other market participant with respect to the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s accounts or transactions pursuant to the Newedge Agreement, (iv) Newedge acting on the instructions of any intermediary or third party for the Winton Alternative Investment Fund Company S.A., SICAV-SIF or because of any Exchange Impediment (as defined in the Newedge Agreement) or (v) any act or omission by a Newedge Company under the Newedge Agreement, unless such Newedge Losses or Newedge Costs incurred under (i) to (v) above, arise from a Newedge Company’s negligence, fraud, bad faith, wilful default, breach of the Newedge Agreement or breach of applicable law and regulations. The Newedge Agreement may be terminated by either party (i) by giving 30 business days’ written notice to the other party or (ii) on an event of default in relation to the other party. JPMS JPMS has been appointed as a clearing broker to the Winton Alternative Investment Fund Company S.A., SICAV-SIF, and has agreed to provide execution and clearing services for futures and options contracts and contracts cleared alongside futures and options on a central counterparty to the Winton Alternative Investment Fund Company S.A., SICAV-SIF pursuant to a client agreement dated 17 March 2015 (the “JPMS Clearing Broker Agreement”). JPMS is authorised by the PRA and regulated by the FCA and the PRA. In its capacity as clearing broker, JPMS may execute futures and options for the Company and clear and settle such transactions. Also, JPMS may clear other futures and options transactions executed by other brokers and given up to JPMS in accordance with the relevant International Uniform Brokerage Execution Services (“Give-Up”) Agreement. JPMS may deal with the Winton Alternative Investment Fund Company S.A., SICAV-SIF either as principal, as agent or partly as principal and partly as agent, in accordance with the rules of the relevant exchange and/or clearing house. The Winton Alternative Investment Fund Company S.A., SICAV-SIF’s obligations and liabilities to JPMS are secured by way of a first fixed charge in favour of JPMS over all of the investments and other assets (including cash) of the Winton Alternative Investment Fund Company S.A., SICAV-SIF held in any account opened on JPMS’s or any affiliate’s books and records for the purpose of holding margin and booking transactions entered into pursuant to the JPMS Clearing Broker Agreement, and any rights in

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relation thereto. Additionally, JPMS may, without prior notice and free of any interest of the Winton Alternative Investment Fund Company S.A., SICAV-SIF, deposit, pledge, charge, grant security over or otherwise use the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s securities held by JPMS in favour of any exchange, clearing house or broker, as necessary to facilitate or secure the transactions under the JPMS Clearing Broker Agreement, on such terms as the exchange, clearing house or broker may require. In accordance with the terms of the JPMS Clearing Broker Agreement, the Winton Alternative Investment Fund Company S.A., SICAV-SIF is required to pay or deliver to, and maintain with, JPMS margin with such value as JPMS shall, in its reasonable discretion, determine. Where the Winton Alternative Investment Fund Company S.A., SICAV-SIF delivers such margin in the form of securities, the Winton Alternative Investment Fund Company S.A., SICAV-SIF shall transfer to JPMS absolute title to such securities, and shall have a right of redelivery of equivalent securities pursuant, and subject, to the terms of the JPMS Clearing Broker Agreement. JPMS shall treat money received from the Winton Alternative Investment Fund Company S.A., SICAV-SIF or held on its behalf in connection with the JPMS Clearing Broker Agreement in accordance with the FCA’s client money rules. Pursuant to the JPMS Clearing Broker Agreement, neither JPMS nor its directors, officers, employers or agents, shall be liable for any losses, damages, costs or expenses incurred by the Company under the JPMS Clearing Broker Agreement, other than where such losses are a direct result, or a reasonably foreseeable consequence, of the gross negligence, fraud or wilful default of the relevant person. Pursuant to the JPMS Clearing Broker Agreement, the Winton Alternative Investment Fund Company S.A., SICAV-SIF will indemnify JPMS, its affiliates and each of its and their respective directors, officers and employees (each an “Indemnified Person”) from and against any costs, loss, liability, damages, and expenses whatsoever (excluding consequential loss or damage), incurred by an Indemnified Person as a result of or in connection with the JPMS Clearing Broker Agreement, except to the extent that such costs, loss, liability, damages, and expenses are caused by the negligence, fraud or wilful default of such Indemnified Person. Under the terms of the JPMS Clearing Broker Agreement, JPMS has certain rights, following certain events of default in respect of the Winton Alternative Investment Fund Company S.A., SICAV-SIF, to close-out or terminate transactions, liquidate open positions, enforce its security interest and set-off obligations owing between JPMS and the Winton Alternative Investment Fund Company S.A., SICAV- SIF. Each of JPMS and the Winton Alternative Investment Fund Company S.A., SICAV-SIF also has the right to terminate the JPMS Clearing Broker Agreement at any time by notice to the other. CSSEL The Winton Alternative Investment Fund Company S.A., SICAV-SIF has appointed CSSEL as a clearing broker pursuant to a listed derivatives transactions clearing agreement dated 24 March 2015 entered into between the Winton Alternative Investment Fund Company S.A., SICAV-SIF and CSSEL (the “CSSEL Clearing Agreement”). CSSEL is authorised by the PRA and regulated by the FCA and the PRA. Pursuant to the terms of the CSSEL Clearing Agreement, CSSEL will provide dealing and clearing services in respect of exchange traded products. CSSEL may, but is not obliged to, accept instructions to enter into transactions with the Winton Alternative Investment Fund Company S.A., SICAV-SIF, provided that CSSEL shall not refuse to accept an order for a transaction or refuse to enter into a transaction that would fully or partially close-out an existing position. Pursuant to the CSSEL Clearing Agreement, except in respect of transactions that have been fully paid for, the Winton Alternative Investment Fund Company S.A., SICAV-SIF is obligated to pay such margin as CSSEL reasonably requests from time to time in respect of transactions entered into pursuant to the CSSEL Clearing Agreement, provided that CSSEL’s margin requirement shall not exceed a maximum of 200 per cent of the margin required by the relevant exchange or clearing house in respect of such transactions. Margin shall be provided by the Winton Alternative Investment Fund Company S.A., SICAV-SIF in cash and CSSEL shall treat any such money received from the Winton Alternative

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Investment Fund Company S.A., SICAV-SIF, or otherwise held by CSSEL on the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s behalf, under the CSSEL Clearing Agreement in accordance with the FCA’s client money rules. The CSSEL Clearing Agreement also allows the Winton Alternative Investment Fund Company S.A., SICAV-SIF to deliver non-cash collateral if so agreed between the parties, and contains terms relating to the rights and obligations of the parties in respect of such non-cash collateral; however, it is not the intention of the Company to deliver non-cash collateral to CSSEL under the CSSEL Clearing Agreement and such terms are therefore not relevant to the relationship between them. As continuing security for the performance of all of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s obligations pursuant to the CSSEL Clearing Agreement the Winton Alternative Investment Fund Company S.A., SICAV-SIF has charged to CSSEL, by way of first fixed charge, all margin transferred to CSSEL under the CSSEL Clearing Agreement. CSSEL is entitled to enforce its security interest following a default by the Company of its obligations under the CSSEL Clearing Agreement. The Winton Alternative Investment Fund Company S.A., SICAV-SIF’s obligations to CSSEL are also secured by a lien upon all property held by CSSEL or its nominees. CSSEL is also entitled, at any time and without notice to the Winton Alternative Investment Fund Company S.A., SICAV-SIF, to set-off amounts owed by the Winton Alternative Investment Fund Company S.A., SICAV-SIF to CSSEL against any amount (including margin transferred to CSSEL) owed by CSSEL under the CSSEL Clearing Agreement or otherwise. Neither CSSEL, its directors, officers, employees or agents (each a “CS Person”) shall be liable for any loss suffered by the Winton Alternative Investment Fund Company S.A., SICAV-SIF under the CSSEL Clearing Agreement except to the extent that such loss arises from any CS Person’s negligence, bad faith, wilful default, fraud, breach of the CSSEL Clearing Agreement or, to the extent that it knew or should reasonably have known of the applicable regulation, its breach of such applicable regulation. In no circumstances shall CSSEL be liable for (i) any partial or non-performance of its obligations by reason of a force majeure event or (ii) consequential or special damage, loss of profits, loss of goodwill or loss of business opportunity arising under or in connection with the CSSEL Clearing Agreement. The Winton Alternative Investment Fund Company S.A., SICAV-SIF has agreed to indemnify CSSEL against any losses, liabilities, costs or expenses, taxes, imposts and levies (each a “CS Loss”) that CSSEL may incur in connection with the CSSEL Clearing Agreement except where such CS Loss arises directly from the negligence, bad faith, wilful default or fraud by CSSEL, or a breach by CSSEL of the CSSEL Clearing Agreement, or to the extent that it knew or should reasonably have known of the applicable regulation, its breach of such applicable regulation. The CSSEL Clearing Agreement may be terminated by CSSEL following an event of default by the Company. The CSSEL Clearing Agreement may also be terminated by either party by giving notice in writing which will take effect no earlier than 5 business days after the date on which the notice is given, provided, however, that such termination will be without prejudice to outstanding rights and obligations which shall continue to be governed by the CSSEL Clearing Agreement until all obligations have been fully performed. GSI In addition to the services provided by GSI under the GSI Prime Brokerage Agreement, as described under “Prime Brokers” below, GSI has agreed to act as a clearing broker to the Winton Alternative Investment Fund Company S.A., SICAV-SIF in connection with transactions entered into by or on behalf of the Winton Alternative Investment Fund Company S.A., SICAV-SIF in futures, options on futures, options, contracts for difference, and other derivatives executed on, by reference to or subject to the rules of an exchange (“Contracts”). GSI may execute and/or clear orders for the Company, and/or clear such orders given up to it for clearing from other brokers. GSI is authorised by the PRA and regulated by the FCA and the PRA. The terms of the GSI Prime Brokerage Agreement, as described under “Prime Brokers” below, shall apply to Contracts. In addition, Contracts that are executed, cleared or carried by GSI are subject to further terms relating to such Contracts as set out in the GSI Prime Brokerage Agreement (the “GSI Futures Terms”). Pursuant to the GSI Futures Terms, GSI may set limits on the size and number of open Contracts, refuse to accept orders for new positions or the allocation or transfer of positions to

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accounts by other brokers, and may also require the Company to reduce the size and number of such Contracts at any time. Dealings between the Winton Alternative Investment Fund Company S.A., SICAV-SIF and GSI in respect of Contracts will be on a principal to principal basis, except where prohibited by the rules of the relevant exchange. The Winton Alternative Investment Fund Company S.A., SICAV-SIF shall bear all risks and obligations associated with any corresponding exchange contract purchased or sold by GSI for its account, and GSI will only be required to account to the Winton Alternative Investment Fund Company S.A., SICAV-SIF for the value of any such corresponding exchange contract actually realised by GSI. In addition to the provisions in the GSI Prime Brokerage Agreement which seek to limit the liability of GSI to the Winton Alternative Investment Fund Company S.A., SICAV-SIF in certain circumstances (as described under “Prime Brokers” below), the Winton Alternative Investment Fund Company S.A., SICAV-SIF will have no recourse to GSI for any failure by an exchange or clearing house to honour a corresponding exchange contract, and GSI will not be liable for any costs, losses or expenses incurred as a consequence of the exercise by an exchange or clearing house of its powers in the event of an emergency or similar situation or for the performance of any obligation with respect to a Contract except to the extent that the relevant counterparty performs its corresponding obligation to GSI. The Winton Alternative Investment Fund Company S.A., SICAV-SIF is obligated to pay into its account with GSI, such sums by way of margin as are required from time to time, which may be in excess of exchange, clearing house or broker requirements (“Margin”). GSI shall have the right (subject to an obligation to return equivalent Margin) to deposit Margin with, and/or pledge or grant a security interest over Margin or transfer it to, an exchange, clearing house or broker with or through whom a transaction has been effected on the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s behalf. Any Margin not deposited, pledged or transferred in this manner will be subject to the provisions of the GSI Prime Brokerage Agreement (as described under “Prime Brokers” below) relating to the treatment of the its assets held by GSI (including any provisions that entitle GSI to use or otherwise take title to such assets). Cash that is held or received for the Winton Alternative Investment Fund Company S.A., SICAV-SIF by or on behalf of GSI pursuant to the GSI Futures Terms will be subject to the client money protections conferred by the FCA client money rules. In addition to the indemnity provisions set out in the GSI Prime Brokerage Agreement described in “Prime Brokers” below, where GSI is required to substitute its own assets for the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s Margin to satisfy the requirements of a clearing house, exchange or broker in respect of a corresponding exchange contract, the Winton Alternative Investment Fund Company S.A., SICAV-SIF will reimburse, indemnify and hold GSI harmless for any and all losses arising out of the failure of any clearing house, exchange or broker to return GSI’s assets. The security interest in the GSI Prime Brokerage Agreement described in “Prime Brokers” below shall, to the fullest extent permitted by law, extend to the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s interest and rights in any Contract and (where applicable) any corresponding exchange contract or any Margin deposited by GSI with an exchange, clearing house or broker in connection with a Contact or corresponding exchange contract. The GSI Prime Brokerage Agreement (including the GSI Futures Terms) may be terminated in the manner and circumstances set out in the GSI Prime Brokerage Agreement as described below. General Amounts paid by the Clearing Brokers to the Winton Alternative Investment Fund Company S.A., SICAV-SIF will be transferred into its account at the relevant Prime Broker and such amounts will be invested by the Investment Manager and/or the Investment Adviser. In the event that a Clearing Broker requires additional margin, sufficient monies will be transferred from one or more of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s accounts at the relevant Prime Broker to the account at the relevant Clearing Broker. The transfer of monies held by a Clearing Broker in excess of margin requirements to the relevant Prime Broker and the transfer of monies to meet margin requirements from the relevant Prime Broker to a Clearing Broker will be effected as and when required and on a daily basis if necessary. Losses incurred on an open position are likely to be covered by the margin requirement as the relevant Clearing Broker will demand more margin to cover the trading losses.

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The Clearing Brokers will have no decision-making discretion relating to the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s investments. The Winton Alternative Investment Fund Company S.A., SICAV-SIF reserves the right to change the clearing brokerage arrangements described above by agreement with the Clearing Broker(s) and/or, in its discretion, by a resolution of its directors to appoint additional or alternative clearing broker(s). Shareholders will be notified in due course of any appointment of additional or alternative clearing broker(s). Prime Brokers The Winton Alternative Investment Fund Company S.A., SICAV-SIF has appointed Goldman Sachs International (“GSI”) and Credit Suisse Securities (Europe) Limited (“CSSEL”) as Prime Brokers in respect of the Winton Fund. Where appropriate, references to the Winton Alternative Investment Fund Company S.A., SICAV-SIF in this section shall be construed as meaning the Winton Alternative Investment Fund Company S.A., SICAV-SIF acting in relation to the Winton Fund. GSI The Winton Alternative Investment Fund Company S.A., SICAV-SIF has appointed GSI as a prime broker pursuant to a prime brokerage agreement between GSI and the Winton Alternative Investment Fund Company S.A., SICAV-SIF (the “GSI Prime Brokerage Agreement”) dated 27 March 2015. GSI is authorised by the PRA and regulated by the FCA and the PRA. In its capacity as prime broker, GSI may execute purchase and sale orders for the Winton Alternative Investment Fund Company S.A., SICAV- SIF, and clear and settle such orders and orders executed by other brokers. In addition, GSI may enter into off-exchange contracts with the Winton Alternative Investment Fund Company S.A., SICAV-SIF as principal. GSI may also provide it with financing lines and short selling facilities. As set out under “Depositary” above, GSI has also been appointed by the Depositary as a sub-custodian of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s Financial Instruments and other assets delivered to it pursuant to, the terms of the GSI Sub-Custody Agreement (the “GSI Custody Assets”). Pursuant to the GSI Sub-Custody Agreement the Depositary has (i) delegated certain of its depositary functions to GSI; and (ii) discharged itself contractually of any liability under the AIFMD and Level 2 for a loss of Financial Instruments. GSI has accepted the transfer of such liability for the loss of the Company’s Financial Instruments held in custody by it from the Depositary to GSI in accordance with, and subject to, the requirements set out in the AIFMD and Level 2. The GSI Prime Brokerage Agreement provides that GSI shall be liable for damage or loss to the Winton Alternative Investment Fund Company S.A., SICAV-SIF only to the extent arising directly from any act or omission by GSI or its affiliates in connection with the services provided by it under the GSI Prime Brokerage Agreement that constitutes negligence, fraud, wilful default or breach of the GSI Prime Brokerage Agreement. GSI shall have no liability for any cost, liability or expense suffered by the Winton Alternative Investment Fund Company S.A., SICAV-SIF in connection with or as a result of services provided under the GSI Prime Brokerage Agreement save in the event of GSI’s or its affiliates’ negligence, fraud, wilful default or breach of the GSI Prime Brokerage Agreement and, in any event, shall have no liability for any indirect or consequential loss or damage to the Winton Alternative Investment Fund Company S.A., SICAV-SIF or any third party. Under the terms of the GSI Prime Brokerage Agreement, the Winton Alternative Investment Fund Company S.A., SICAV-SIF shall reimburse, indemnify and hold GSI and any third party provider of electronic services to GSI or its affiliates harmless for any and all expenses, losses, damages, liabilities, demands, charges, actions and claims, and any expenses relating to investigating or defending such demands, charges or claims, arising out of any act or omission on the part of the Winton Alternative Investment Fund Company S.A., SICAV-SIF, other than where such expenses, losses, damages, liabilities, demands, charges, actions and claims are a direct result of (i) the negligence, fraud or wilful default of GSI or its affiliates or (ii) breach of the GSI Prime Brokerage Agreement or material breach of applicable rules by GSI or its affiliates. The GSI Prime Brokerage Agreement also provides that the Winton Alternative Investment Fund Company S.A., SICAV-SIF will reimburse, indemnify and hold GSI harmless against any costs, loss, liability, or expense whatsoever that may be suffered or incurred by GSI and its affiliates in the proper performance of GSI’s obligations under the GSI Prime Brokerage Agreement except to the extent that the cost, loss, liability or expense is a direct result of (i) the negligence, fraud or wilful default of GSI or its affiliates or (ii) breach of the GSI Prime Brokerage Agreement or material breach of applicable rules by GSI or its affiliates. For the avoidance of doubt, in

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the absence of fraud on the part of the Winton Alternative Investment Fund Company S.A., SICAV-SIF or the Investment Manager, the indemnities provided to GSI under the GSI Prime Brokerage Agreement shall not extend to any losses incurred by GSI or its affiliates in respect of which GSI is responsible under the AIFMD and Level 2 following a loss of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s Financial Instruments held in custody with GSI. Pursuant to the terms of the GSI Prime Brokerage Agreement, the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s obligations to GSI and its affiliates shall be secured by way of a first fixed charge over the GSI Custody Assets and all of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s rights, title or interest in, to or under any contract with GSI or any of its affiliates. In addition, all rights, title and interest in and to certain of the securities, cash and other assets of the Winton Alternative Investment Fund Company S.A., SICAV-SIF identified for such purposes by GSI may be transferred to GSI as security for the Company’s obligations as collateral (“GSI Collateral”). GSI Collateral shall pass from the Winton Alternative Investment Fund Company S.A., SICAV-SIF to GSI free and clear of any liens, claims, charges or encumbrances or any other interest of the Winton Alternative Investment Fund Company S.A., SICAV-SIF or any third party and accordingly GSI may deal with, lend, dispose of, pledge, charge or otherwise use all Collateral for its own purposes and shall be obliged to redeliver equivalent assets to the Winton Alternative Investment Fund Company S.A., SICAV- SIF on satisfaction of all its obligations to GSI and its affiliates. In addition, the GSI Custody Assets may be borrowed, lent, pledged, charged, rehypothecated, disposed of or otherwise used by GSI for its own purposes, whereon such Custody Assets will become the absolute property of GSI and the Winton Alternative Investment Fund Company S.A., SICAV-SIF will have a right against GSI for the return of equivalent assets. The aggregate market value of (i) GSI Collateral taken by GSI plus (ii) any GSI Custody Assets which have been borrowed, lent, pledged, charged, rehypothecated, disposed or otherwise used for GSI’s own purposes by GSI pursuant to the GSI Prime Brokerage Agreement (as determined by GSI in its discretion) (together, “Rehypothecated Assets”) shall not exceed 110 per cent of the value of certain of the Winton Alternative Investment Fund Company S.A., SICAV-SI’s obligations to GSI and its affiliates, calculated in accordance with a formula set out in the GSI Prime Brokerage Agreement. The Winton Alternative Investment Fund Company S.A., SICAV-SIF will rank as an unsecured creditor in relation thereto and, in the event of the insolvency of GSI, the Winton Alternative Investment Fund Company S.A., SICAV-SIF may not be able to recover such equivalent securities in full, or at all. The GSI Custody Assets are also subject to the security constituted under the GSI Sub-Custody Agreement. Cash that is held or received for the Winton Alternative Investment Fund Company S.A., SICAV-SIF by or on behalf of GSI will not be treated as client money and will not be subject to the client money protections conferred by the FCA client money rules. As a consequence such cash may be used by GSI in the course of its business and the Winton Alternative Investment Fund Company S.A., SICAV-SIF will rank as a general creditor of GSI in the event of GSI’s insolvency. The GSI Prime Brokerage Agreement may be terminated by GSI on 30 days’ notice to the Winton Alternative Investment Fund Company S.A., SICAV-SIF, or by the Winton Alternative Investment Fund Company S.A., SICAV-SIF on 5 days’ notice to GSI, or by either party with immediate notice following an event of default by the other party. CSSEL The Winton Alternative Investment Fund Company S.A., SICAV-SIF has appointed CSSEL, which is authorised by the PRA and regulated by the FCA and the PRA, as a prime broker pursuant to master prime brokerage terms entered into between the Winton Alternative Investment Fund Company S.A., SICAV-SIF and CSSEL and its affiliates dated 24 March 2015 (the “Credit Suisse Prime Brokerage Terms”). CSSEL provides prime brokerage services under the Credit Suisse Prime Brokerage Terms. These services may include the provision to the Winton Alternative Investment Fund Company S.A., SICAV-SIF of financing, execution and recording of cash balances, clearing, settlement, reporting and securities lending. As set out under “Depositary” above, CSSEL has also been appointed by the Depositary as a sub- custodian of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s Financial Instruments

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delivered to it pursuant to the terms of the CSSEL Sub-Custody Agreement (as more particularly described under “Material Contracts” below). Pursuant to the CSSEL Sub-Custody Agreement the Depositary has (i) delegated certain of its depositary functions to CSSEL; and (ii) discharged itself contractually of any liability under the AIFMD and Level 2 for a loss of Financial Instruments. CSSEL has accepted the transfer of such liability for the loss of the Company’s Financial Instruments held in custody by it from the Depositary to CSSEL in accordance with, and subject to, the requirements set out in the AIFMD and Level 2. The Credit Suisse Prime Brokerage Terms provide that all securities that are held by CSSEL as custodian (“CSSEL Custody Securities”) will be held on trust and in accordance with the FCA Rules, the CSSEL Sub-Custody Agreement (in respect of Financial Instruments), and the Credit Suisse Prime Brokerage Terms, which contain supplemental terms agreed by the Depositary reflecting the manner in which CSSEL will perform its obligations under the Sub-Custody Agreement. Money received or held by CSSEL pursuant to the Credit Suisse Prime Brokerage Terms will not be subject to the protections conferred by the FCA’s client money rules, will not be segregated from CSSEL’s own money and will be used by CSSEL in the course of its own business. As a consequence, the Winton Alternative Investment Fund Company S.A., SICAV-SIF will rank as a general creditor of CSSEL in respect of its cash and, in the event of CSSEL’s insolvency, may not be able to recover such cash in full or at all. As security for the payment and performance by the Winton Alternative Investment Fund Company S.A., SICAV-SIF of all of its obligations to CSSEL and certain of its affiliates, the Winton Alternative Investment Fund Company S.A., SICAV-SIF (i) charges in favour of CSSEL as trustee for itself and certain of its affiliates by way of first fixed charge any and all its right, title and interest in cash and other assets/securities held by CSSEL and/or certain of its affiliates; and (ii) assigns by way of security to CSSEL (a) any and all its right, title and interest in any other product specific agreements with CSSEL and its affiliates; and (b) the benefit of any contract, the existence of which is recorded in an account with CSSEL. In addition, where CSSEL reasonably believes that the security granted under the Credit Suisse Prime Brokerage Terms may not be effective in a particular market or jurisdiction and CSSEL has agreed to provide a cash loan to the Winton Alternative Investment Fund Company S.A., SICAV-SIF against the value of securities held by the Winton Alternative Investment Fund Company S.A., SICAV-SIF in the relevant market or jurisdiction, then CSSEL may require that such securities will not be held by CSSEL as custodian, but ownership of such securities will be transferred to CSSEL. In relation to such securities (“Specified Assets”), the Winton Alternative Investment Fund Company S.A., SICAV-SIF will have a right against CSSEL for the return of equivalent securities. The Winton Alternative Investment Fund Company S.A., SICAV-SIF will rank as an unsecured creditor in relation thereto and, in the event of the insolvency of CSSEL, the Winton Alternative Investment Fund Company S.A., SICAV-SIF may not be able to recover equivalent securities in full, or at all. In addition to CSSEL’s ability to take ownership of Specified Assets, CSSEL and any of its affiliates are authorised to sell, borrow, lend or otherwise transfer or use CSSEL Custody Securities, for its or their own purposes, in an amount not exceeding 110 per cent of the US Dollar equivalent value of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s obligations to CSSEL, calculated in accordance with a formula set out in the Credit Suisse Prime Brokerage Terms, whereon such securities will become the property of CSSEL and its affiliates (as applicable) and the Winton Alternative Investment Fund Company S.A., SICAV-SIF will have a right against CSSEL for the return of equivalent securities. Such securities (“Rehypothecated Assets”) will not therefore be held in the name of the Winton Alternative Investment Fund Company S.A., SICAV-SIF and will be available to the creditors of CSSEL in the event of its insolvency or default. The Winton Alternative Investment Fund Company S.A., SICAV-SIF will rank as an unsecured creditor in relation thereto and, in the event of the insolvency of CSSEL the Winton Alternative Investment Fund Company S.A., SICAV-SIF may not be able to recover equivalent securities in full, or at all. Pursuant to the Credit Suisse Prime Brokerage Terms, the Winton Alternative Investment Fund Company S.A., SICAV-SIF has agreed to indemnify CSSEL and each of its affiliates for any loss, claim, damage or expense (including legal fees, accountant’s fees, fines and penalties) reasonably incurred or suffered by, or asserted, against CSSEL or any such affiliates arising out of (i) any action or inaction by

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any executing broker or its agent or any third person with respect to the Winton Alternative Investment Fund Company S.A., SICAV-SIF or any transaction under the Credit Suisse Prime Brokerage Terms, (ii) the proper performance by CSSEL or any of its affiliates of services for the Winton Alternative Investment Fund Company S.A., SICAV-SIF under the Credit Suisse Prime Brokerage Terms including the cost of settling transactions, (iii) any breach by the Winton Alternative Investment Fund Company S.A., SICAV-SIF of any provision of the Credit Suisse Prime Brokerage Terms, (iv) any failure in whole or in part or delay in performing any duty or obligation under the Credit Suisse Prime Brokerage Terms, (v) holding any cash or securities on behalf of the Winton Alternative Investment Fund Company S.A., SICAV-SIF, and (vi) any payment made or recovered in a currency other than that which it is required to be paid other than, in all cases, where CSSEL or any of its affiliates have caused the same by reason of its or their negligence, fraud, wilful default or breach of the Credit Suisse Prime Brokerage Terms or the CSSEL Sub-Custody Agreement, or (to the extent CSSEL knew or should reasonably have known of a law or regulation applicable to it) breach of such applicable law or regulation. The Winton Alternative Investment Fund Company S.A., SICAV-SIF has also agreed to indemnify CSSEL and any of its affiliates in respect of any reasonable costs and reasonable legal fees incurred by them in connection with their defence of or participation in any action, claim, investigation or administrative proceeding arising out of the performance by CSSEL or any of its affiliates of services for the Winton Alternative Investment Fund Company S.A., SICAV-SIF under the Credit Suisse Prime Brokerage Terms save to the extent that CSSEL or any of its affiliates shall have caused the same by its or their negligence, fraud, wilful default or breach of the Credit Suisse Prime Brokerage Terms or the CSSEL Sub-Custody Agreement, or (to the extent CSSEL knew or should reasonably have known of a law or regulation applicable to it), breach of such applicable law or regulation. For the avoidance of doubt, the foregoing indemnities provided to CSSEL under the Credit Suisse Prime Brokerage Terms shall not extend to any loss, claim, damage or expense incurred by CSSEL or its affiliates (as applicable) with respect to a loss of Financial Instruments held in custody with CSSEL for which CSSEL is liable under the CSSEL Sub- Custody Agreement. The Credit Suisse Prime Brokerage Terms provide that, (except as otherwise agreed under the CSSEL Sub-Custody Agreement in connection the loss of the Company’s Financial Instruments held in custody with CSSEL), CSSEL shall not be liable whether under contract, in tort or otherwise for any loss or damage that is caused to the Winton Alternative Investment Fund Company S.A., SICAV-SIF either directly or indirectly, except to the extent caused as the result of negligence, fraud, wilful default or breach of the Credit Suisse Prime Brokerage Terms or the CSSEL Sub-Custody Agreement, or (to the extent CSSEL knew or should reasonably have known of a law or regulation applicable to it), breach of such applicable law or regulation, on the part of CSSEL or any of its affiliates (or a nominee with whom securities are held which is itself controlled by CSSEL or any of its affiliates) to whom CSSEL’s performance has been delegated. The Credit Suisse Prime Brokerage Terms may be terminated at any time by (i) CSSEL on 27 business days’ prior written notice to the Winton Alternative Investment Fund Company S.A., SICAV-SIF, (ii) the Winton Alternative Investment Fund Company S.A., SICAV-SIF on 5 business days’ prior written notice to CSSEL, or (iii) either party with immediate notice following an event of default by the other party (which, in the case of CSSEL, is limited to its insolvency). General The Prime Brokers are not responsible for determining the acceptability of any investments or the disposition of funds made by the Investment Manager or the Investment Adviser on behalf of the Winton Alternative Investment Fund Company S.A., SICAV-SIF. The Winton Alternative Investment Fund Company S.A., SICAV-SIF reserves the right to change the prime brokerage arrangements described above by agreement with the relevant Prime Broker(s) and/or, in its discretion, by a resolution of the directors to appoint additional or alternative prime broker(s) and/or custodian(s). Shareholders will be notified in due course of any appointment of additional or alternative prime broker(s) and/or custodian(s).

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General Information on the Winton Fund The information in this section includes a summary of some of the provisions of the Winton Alternative Investment Fund Company S.A., SICAV-SIF Articles and is provided subject to the general provisions of each of such documents. General Meeting of Shareholders The annual general meeting of the Shareholders will be held at the registered office of Winton Alternative Investment Fund Company S.A., SICAV-SIF in Luxembourg, or at such other place as specified in the notice of meeting, on the third Wednesday of June of each year at 1pm (Luxembourg time) (or, if such day is not a Business Day, on the next following Business Day). The first annual general meeting of Shareholders will be held in June 2016. All Shareholders may participate in the general meeting of Shareholders in person, or by way of videoconference, teleconference or by any other similar means of communication by which they can be identified. These means of communication must comply with technical characteristics guaranteeing effective participation in the meeting, which must be broadcast without interruption. The participation in a general meeting by these means is equivalent to participation in person at such general meeting. Notices of general meetings and other notices will be given in accordance with Luxembourg laws. Notices of general meetings will specify the place and time of the meetings, the conditions of admission, the agenda, the quorum and the voting requirements and will be given at least 8 calendar days prior to the meetings. The requirements as to attendance, quorum and majorities at all general meetings will be those laid down in the Articles and in the Luxembourg law of 10 August 1915 relating to commercial companies. All Shareholders may attend general meetings of Winton Alternative Investment Fund Company S.A., SICAV-SIF, any general meetings and/or class meetings of the Funds in which they hold Shares and may vote either in person or by proxy. Unless otherwise provided for by Luxembourg laws, the Articles or in the Winton Fund’s prospectus, the resolutions of the general meeting of Shareholders are passed by a simple majority of the validly cast votes. Such meeting has the powers expressly reserved to it by applicable Luxembourg laws or by the Articles. Any amendments to the Articles can only be made by way of a resolution passed by two thirds of the validly cast votes at a general meeting of Shareholders where a quorum of 50 per cent of the share capital is present. If such quorum is not present, the general meeting will be reconvened. No quorum requirements apply to such second general meeting and the Articles can be amended by a resolution of two thirds of the validly cast votes. Applicable Law The Winton Alternative Investment Fund Company S.A., SICAV-SIF is a specialised investment fund governed by the 2007 Law and is subject to supervision by the CSSF. Periodic and Regular Disclosure The following information will be disclosed to shareholders as further described below: (i) the percentage of the Winton Fund’s assets that are subject to special arrangements arising from their illiquid nature (including, but not limited to, deferrals of redemptions and suspensions (if any)) will be disclosed to shareholders in the Winton Fund on the investor portal of WCG’s website, www.wintoncapital.com (the ‘Website’) (which will be updated periodically and no less than annually); (ii) any new arrangements for managing the liquidity of the Winton Fund including, but not limited to, any material changes to the liquidity management systems and procedures employed by the Investment Manager will be disclosed to shareholders on the Website; provided that shareholders will be notified immediately by email by the Administrator where deferrals (if any) or other similar special arrangements are activated or where redemptions of shares are suspended; (iii) the current risk profile of the Winton Fund and the risk management systems employed by the Investment Manager to manage those risks will be disclosed to Winton Fund

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shareholders on the Website (which will be updated periodically and no less than annually); and (iv) the total amount of leverage employed by the Winton Fund will be disclosed to shareholders on the Website (which will be updated periodically and no less than annually) and by way of the monthly report sent to shareholders by the Administrator. Any changes to the following information will be provided by the Administrator to shareholders by email without undue delay and in accordance with the AIFMD Rules: (i) the maximum level of leverage which the Investment Adviser may employ on behalf of the Winton Fund; and (ii) the right of re-use of collateral or any changes to any guarantee granted under any leveraging arrangement. Legal Implications of Investment in the Winton Alternative Investment Fund Company S.A., SICAV-SIF The main legal implications of the contractual relationship entered into for the purpose of investment in Winton Alternative Investment Fund Company S.A., SICAV-SIF are as follows: (i) By submitting the Application Form to the Administrator, the investor makes an offer to subscribe for shares which, once it is accepted by Winton Alternative Investment Fund Company S.A., SICAV-SIF, has the effect of a binding contract. The terms of such contract are governed by the Application Form read together with the prospectus. (ii) Upon the issue of shares, such investor becomes a member of the Winton Alternative Investment Fund Company S.A., SICAV-SIF and the Articles take effect as a contract between the shareholders and the Winton Alternative Investment Fund Company S.A., SICAV-SIF. (iii) The Articles may be amended by a general meeting of shareholders subject to the quorum requirements as set out in section 1 of “General Information” above. (iv) Subject to any Side Letters and/or other separate contractual arrangements agreed to by a shareholder with Winton Alternative Investment Fund Company S.A., SICAV-SIF, a shareholder’s liability to the Winton Alternative Investment Fund Company S.A., SICAV-SIF will generally be limited to the amount, if any, unpaid on the shares held by such shareholder. (v) The Articles are governed by, and construed in accordance with, the laws of Luxembourg. The Application Form of the Winton Alternative Investment Fund Company S.A., SICAV-SIF is expressed to be governed by, and construed in accordance with English law. (vi) The rights and restrictions that apply to a Shareholder’s Shares may be modified and/or additional terms agreed by way of Side Letters (subject to such terms being consistent with the Articles). In certain cases these Side Letters may be governed by the laws of a different jurisdiction. However such Side Letters may not contravene the terms of the Articles or Luxembourg law generally. (vii) The 1980 Rome Convention on the Law Applicable to Contractual Obligations (other than Article 7(1)), Regulation (EC) 593/2008 (Rome I) (the “Rome I Regulation”) and Regulation (EC) 864/2007 (Rome II) (the “Rome II Regulation” and, together with the Rome I Regulation, the “Rome Regulations”), all have force of law in Luxembourg. Accordingly, the choice of a governing law in any given agreement is subject to the provisions of the Rome Regulations. Under the Rome I Regulation, the courts of Luxembourg may apply any rule of Luxembourg law which is mandatory irrespective of the governing law and may refuse to apply a rule of governing law if: (i) the foreign law were not pleaded and proved; or

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(ii) if pleaded and proved, such foreign law would be contrary to (i) the public policy of the forum, (ii) the overriding mandatory provisions of the law of the forum, (iii) the provisions of the law of a country which cannot be derogated from by agreement, where matters are connected with such country only, (iv) the provisions of EU law which cannot be derogated from by agreement, where matters are connected with the EU only and (v) the overriding mandatory provisions of the law of the country where the obligations arising out of the contract have to be or have been performed, in so far as those overriding mandatory provisions render the performance of the contract unlawful. The fact that contractual parties choose a foreign law, whether or not accompanied by the choice of a foreign tribunal, shall not, where all the other elements relevant to the situation at the time of the choice are connected with one country only, prejudice the application of rules of the law of that country, which cannot be derogated from by agreement. The effectiveness of provisions relating to the choice of law to govern non-contractual obligations is subject, where applicable, to the Rome II Regulation. The effectiveness of such provisions in situations where the Rome II Regulation does not apply is uncertain. Regulation (EU) No 44/2001 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters has force of law in Luxembourg. In accordance with its provisions, a judgment obtained in the courts of another EU jurisdiction will in general be recognised and enforced in Luxembourg without review as to its substance, save in certain exceptional circumstances. None of the agreements appointing the Investment Manager, the Investment Adviser, the Prime Brokers, the Clearing Brokers, the auditors, legal counsel or any other of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s service providers provides for any third party rights for investors. In the absence of a direct contractual relationship between the shareholder and the relevant service provider, shareholders generally have no direct rights against the relevant service provider and there are only limited circumstances in which a Shareholder may potentially bring a claim against the relevant service provider. Instead, the proper claimant in an action in respect of which a wrongdoing is alleged to have been committed against the Company by the relevant service provider is, prima facie, the Company itself. Fair Treatment As a general matter, the directors (and not the Investment Manager) owe certain fiduciary duties to the Winton Alternative Investment Fund Company S.A., SICAV-SIF, which require them to, among other things, act in good faith and in what they consider to be in the best interests of the Winton Alternative Investment Fund Company S.A., SICAV-SIF and in doing so, the directors will act in a manner that ensures the fair treatment of shareholders. In exercising their discretions (including in determining to cause the Winton Alternative Investment Fund Company S.A., SICAV-SIF to enter into any Side Letters), the directors will act in accordance with such fiduciary duties. This requires them to ensure that their actions (including, without limitation, in entering into Side Letters) do not result in the unfair treatment of shareholders. Under the AIFMD Rules, the Investment Manager must treat all shareholders fairly. The Investment Manager ensures the fair treatment of shareholders through its decision-making procedures and organisational structure which (1) identify any preferential treatment, or the right thereto, accorded to Shareholders and (2) ensure that any such preferential treatment does not result in an overall disadvantage to other shareholders. In addition, the Investment Manager monitors the terms of Side Letters entered into with Shareholders in relation to their investment in the Company to seek to ensure the fair treatment of Shareholders. In so doing, the Investment Manager takes into consideration whether such Side Letters are in accordance with Side Letters previously entered into. Preferential Treatment Any shareholder may be granted preferential treatment in relation to the terms of its investment in the Winton Alternative Investment Fund Company S.A., SICAV-SIF by the Winton Alternative Investment

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Fund Company S.A., SICAV-SIF, the Investment Manager and/or the Investment Adviser. The directors will adopt such provisions as necessary to ensure that preferential treatment accorded by the Winton Alternative Investment Fund Company S.A., SICAV-SIF or the Investment Manager with respect to the Winton Alternative Investment Fund Company S.A., SICAV-SIF to a shareholder will not result in an overall material disadvantage to other shareholders in accordance with the applicable Luxembourg laws. The Winton Alternative Investment Fund Company S.A., SICAV-SIF, the Investment Manager and/or the Investment Adviser may enter into Side Letters with certain investors including but not limited to strategic investors, sovereign entities and investors having particular regulatory or tax requirements, that grant such investors preferential treatment in relation to the terms of their investments in the Winton Alternative Investment Fund Company S.A., SICAV-SIF. As at the date of this prospectus, none of the Winton Alternative Investment Fund Company S.A., SICAV-SIF, the Investment Manager or the Investment Adviser have entered into a Side Letter with any prospective investor or shareholder. Should the Winton Alternative Investment Fund Company S.A., SICAV-SIF, the Investment Manager or the Investment Adviser enter into a Side Letter with a prospective investor that provides for preferential treatment for that investor, the Investment Manager shall be responsible for ensuring that shareholders and prospective investors are provided with certain information in this respect pursuant to Article 23 of the AIFMD, as implemented by the 2013 Law. Directors’ Interests The interests of the directors and their interests in companies associated with the management, administration, promotion and marketing of the Winton Alternative Investment Fund Company S.A., SICAV-SIF and the shares are set out below: (i) Each of the directors is independent of the Investment Manager. (ii) The Winton Alternative Investment Fund Company S.A., SICAV-SIF has entered into service contracts with Mr. Davies, Mr. Hunt and Mr. Skelly which are further described in the paragraph headed “Material Contracts” below. (iii) No director has: (i) any unspent convictions in relation to indictable offences; (ii) been bankrupt or the subject of an involuntary arrangement, or has had a receiver appointed to any asset of such director; (iii) been a director of any company which, while he was a director with an executive function or within 12 months after he ceased to be a director with an executive function, had a receiver appointed or went into compulsory liquidation, creditors voluntary liquidation, administration or company voluntary arrangements, or made any composition or arrangements with its creditors generally or with any class of its creditors; (iv) been a partner of any partnership, which while he was a partner or within 12 months after he ceased to be a partner, went into compulsory liquidation, administration or partnership voluntary arrangement, or had a receiver appointed to any partnership asset; (v) had any public criticism by statutory or regulatory authorities (including recognised professional bodies); or (vi) been disqualified by a court from acting as a director or from acting in the management or conduct of affairs of any company. (iv) Except for the requirement to qualify as a Well-Informed Investor, no shareholder qualification is required under Luxembourg law. The directors or companies of which they are officers or employees, including the Investment Manager and the Investment Adviser, may subscribe for Shares in the Winton Alternative Investment Fund Company S.A., SICAV-SIF. Their applications for shares will rank pari passu with all other applications. Directors’ Remuneration The Articles provide that the remuneration of the directors shall be determined by the shareholders. Each of the directors is paid fees as set out in the documents governing the appointment of the directors described in the "Material Contracts" section below. The directors may also be paid all reasonable travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the Winton Alternative Investment Fund Company S.A., SICAV-SIF or in connection with the business of the Winton Alternative Investment Fund Company S.A., SICAV-SIF.

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Transactions with Directors (i) No contract or other transaction between the Winton Alternative Investment Fund Company S.A., SICAV-SIF and any other company or firm shall be affected or invalidated by the fact that any one or more of the directors or officers of the Winton Alternative Investment Fund Company S.A., SICAV-SIF is interested in, or is a director, associate, officer or employee of such other company or firm. Any director or officer of the Winton Alternative Investment Fund Company S.A., SICAV-SIF who serves as a director, officer or employee of any company or firm with which the Winton Alternative Investment Fund Company S.A., SICAV-SIF shall contract or otherwise engage in business shall not, by reason of such affiliation with such other company or firm be prevented from considering and voting or acting upon any matters with respect to such contract or other business. (ii) In the event that any director or officer of the Winton Alternative Investment Fund Company S.A., SICAV-SIF may have in any transaction of the Winton Alternative Investment Fund Company S.A., SICAV-SIF an interest different to the interests of the Winton Alternative Investment Fund Company S.A., SICAV-SIF, such director or officer shall make known to the directors such conflict of interest and shall not consider or vote on any such transaction and such transaction, and such director's or officer's interest therein, shall be reported to the next succeeding meeting of shareholders Retirement of Directors There is no provision for the retirement of directors on their attaining a certain age and the Articles do not provide for retirement of directors by rotation. Borrowing The directors are authorised under the Articles to exercise all powers of the Winton Alternative Investment Fund Company S.A., SICAV-SIF to borrow money. The Winton Alternative Investment Fund Company S.A., SICAV-SIF may utilise borrowings as part of, and consistent with, the investment strategy of the Winton Fund. Meetings The directors may convene meetings of the shareholders at such times and in such manner and places as the directors consider necessary or desirable. Shareholders holding 10 per cent of more of the share capital in the Winton Alternative Investment Fund Company S.A., SICAV-SIF may request the directors to convene a meeting of shareholders. The directors shall give not less than eight calendar days' notice of meetings of shareholders to those persons whose names, on the date and notice is given, appear as shareholders in the register of members of the Winton Alternative Investment Fund Company S.A., SICAV-SIF and are entitled to vote at the meeting. The directors may fix the notice date as the record date for determining those shares that are entitled to vote at the meeting. At every meeting of shareholders, the chairman of the directors shall preside as chairman of the meeting. If the chairman of the directors is not present at the meeting, the shareholders present shall choose another person to be the chairman. Directors may attend and speak at any meeting of shareholders and at any separate meeting of the holders of any Class or Series. Indemnity The directors and other officers of the Winton Alternative Investment Fund Company S.A., SICAV-SIF (including former directors and officers) are entitled to be indemnified by Winton Alternative Investment Fund Company S.A., SICAV-SIF against expenses reasonably incurred by them in connection with any action, suit or proceeding to which any of them may be made a party by reason of being or having been a director or officer, except in relation to matters as to which they shall be finally adjudged in such action, suit or proceeding to be liable for negligence, wilful misconduct, fraud or violation of applicable law.

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Certain Service Providers to Winton Alternative Investment Fund Company S.A., SICAV-SIF Legal advisers Arendt & Medernach is legal adviser to Winton Alternative Investment Fund Company S.A., SICAV-SIF as to matters of Luxembourg law. Simmons & Simmons LLP is legal adviser to Winton Alternative Investment Fund Company S.A., SICAV-SIF as to matters of English law. Registered Office Provider The Administrator provides registered office services to Winton Alternative Investment Fund Company S.A., SICAV-SIF. Trading counterparties, brokers and execution and settlement agents A list of Winton Alternative Investment Fund Company S.A., SICAV-SIF’s trading counterparties, brokers and execution and settlement agents is available upon request. Auditors An engagement letter has been entered into between Winton Alternative Investment Fund Company S.A., SICAV-SIF and KPMG Luxembourg, Société coopérative (“KPMG”), the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s statutory auditors, pursuant to which KPMG has agreed to provide annual audit services to the Winton Alternative Investment Fund Company S.A., SICAV-SIF and to audit financial statements in accordance with IFRS. The engagement letter contains provisions limiting the liability of KPMG for any loss or damage suffered by the Winton Alternative Investment Fund Company S.A., SICAV-SIF, arising out of or in connection with the engagement of KPMG. Such liability is limited to ten times the fees paid to KPMG for the services or work product giving rise to the liability, save in the case of loss resulting directly and immediately from intentional or grossly negligent misconduct on the part of KPMG. Swiss Paying Agent NPB Neue Privat Bank AG ("NPB") has been appointed as the paying agent of the Winton Alternative Investment Fund Company S.A., SICAV-SIF in Switzerland pursuant to a paying agency agreement dated 20 March 2015 (the "NPB Agreement"). NPB will provide paying agent services to the Winton Alternative Investment Fund Company S.A., SICAV-SIF including (i) the reception of subscription monies, (ii) the payment of distributions, if any, and (iii) the payment of any redemptions by the Winton Alternative Investment Fund Company S.A., SICAV-SIF on behalf of any of its Sub-Funds to Swiss investors. The NPB Agreement does not provide any third party rights for investors. The NPB Agreement limits the liability of NPB to those losses suffered by the Winton Alternative Investment Fund Company S.A., SICAV-SIF as a result of NPB’s wilful misconduct and gross negligence. The Winton Alternative Investment Fund Company S.A., SICAV-SIF will indemnify NPB from and against any loss suffered by NPB that is not caused by the gross negligence or wilful misconduct of NPB. Swiss Representative First Independent Fund Services Ltd ("FIFS") has been appointed as the representative of the Winton Alternative Investment Fund Company S.A., SICAV-SIF in Switzerland pursuant to a representation agreement dated 16 March 2015 (the "FIFS Agreement"). In accordance with the terms of the FIFS Agreement, FIFS is intended to act as a contact point for Swiss investors in their dealings with the Winton Alternative Investment Fund Company S.A., SICAV-SIF. The Swiss Representative Agreement does not provide for any third party rights for investors. FIFS shall be liable to the Winton Alternative Investment Fund Company S.A., SICAV-SIF solely for any negligent or intentional violation of the FIFS Agreement. The Winton Alternative Investment Fund Company S.A., SICAV-SIF will indemnify and hold harmless FIFS from and against all claims which may at any time be brought against FIFS in connection with the FIFS Agreement, including in connection with agreements with third parties regarding the distribution of the Winton Alternative Investment Fund Company S.A., SICAV-SIF in Switzerland, other than those claims resulting from any acts or omissions of FIFS made negligently or intentionally in violation of the FIFS Agreement. The Winton Alternative Investment Fund Company S.A., SICAV-SIF shall further reimburse FIFS for any taxes or duties payable by the FIFS in respect of the Shares.

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Professional Liability Risk The Investment Manager will cover at all times the risks of loss or damage caused by any relevant person through the negligent performance of activities for which the Investment Manager has legal responsibility by maintaining an amount of its own funds, and will comply with the qualitative requirements addressing such risks, in each case, in accordance with the AIFMD Rules.

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Offering of Shares in the Winton Fund Minimum Investments The minimum initial investment per investor is US$1,000,000 for Class A US$ Shares, or the currency equivalent thereof for Class B Euro Shares, Class C Sterling Shares and Class D Yen Shares (or such other minimum sum, as the directors may in their absolute discretion determine subject to the provisions of article 2 of the 2007 Law). The minimum amount of additional subscriptions is per investor is US$50,000 for Class A US$ Shares, or the currency equivalent thereof for Class B Euro Shares, Class C Sterling Shares and Class D Yen Shares or such lesser amount as the Directors may in their absolute discretion determine subject to the provisions of article 2 of the 2007 Law. Subscribers for shares and shareholders wishing to apply for additional shares in the Winton Fund must send their completed and signed Application Form, together with the information requested pursuant to the client verification requirements of the Administrator (the “CVR”) contained in the Application Form, by mail, facsimile or as an attachment to an email sent to [email protected], and in each case, to be received by the Administrator (as detailed in the Application Form) by no later than 5.00 pm (Luxembourg time) on the second Business Day preceding the relevant Dealing Day (the “Cut-Off Time”). Cleared Funds for such additional subscriptions must be received by the Administrator before the Cut-Off Time. Subscriptions in respect of which the Application Form and/or cleared funds are received after the Cut- Off Time will be held over to the following Dealing Day and Shares will then be issued at the relevant Subscription Price on that Dealing Day. Fractions of shares will be issued to six decimal places. Any interest on subscription monies will accrue to the Winton Fund. The Winton Alternative Investment Fund Company S.A., SICAV-SIF reserves the right to reject any application in whole or part at its absolute discretion, in which event the amount paid on application or the balance thereof (as the case may be) will be returned (without interest) as soon as practicable in the currency in which the Shares are denominated, at the risk and cost of the subscriber. The Administrator will issue written confirmation to successful subscribers confirming receipt of their application. Once completed applications have been received by the Administrator, they are irrevocable other than with the consent of the directors (which may be withheld). Shares will not be issued until receipt of notification from the relevant receiving bank that a subscriber’s funds have been cleared in the full amount of the subscription. Subject thereto, shares are deemed to be issued on the relevant Dealing Day. Subscription monies will be at risk in the Winton Fund from the relevant Dealing Day. Form of Shares All the shares in the Winton Fund will be registered shares and will only be issued in registered form, meaning that a shareholder’s entitlement will be evidenced by an entry in the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s register of shareholders, as maintained by the Administrator. Suspension The directors may declare a suspension of the determination of the Net Asset Value of the Winton Fund or a Class or a Series and hence the issue of Shares in certain circumstances as described under “Valuation” below. No Shares will be issued during any such period of suspension. Shares Generally No Shares will be issued on an unpaid basis or part paid basis or at a discount to the prevailing Net Asset Value per share and no charges or commissions will be paid from the assets of the Winton Alternative Investment Fund Company S.A., SICAV-SIF, in respect of a subscription for shares. Redemptions in the Winton Fund Shares will be redeemable at the option of the shareholder on any Dealing Day. Shareholders must send a completed and signed redemption request in the form available from the Administrator by mail, facsimile or as an attachment to an email sent to [email protected] and, in each case, to be

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received by the Administrator no later than 5.00 pm (Luxembourg time) on the second Business Day preceding the relevant Dealing Day, failing which the redemption request will be held over until the next following Dealing Day and Shares will be redeemed at the relevant Redemption Price applicable on that Dealing Day. Redemption proceeds will not be paid if all of the relevant information requested under the CVR has not been provided to the Administrator. A redemption request, once given, is irrevocable other than with the consent of the directors (which may be withheld). Redemption Price The Redemption Price per Share will be equal to the Net Asset Value per Share of the relevant Class or Series as at the Valuation Day immediately preceding the relevant Dealing Day. Any taxes, commissions and other fees incurred in connection with the transfer of the redemption proceeds (including inter alia those taxes, commissions and fees incurred in any country in which the shares are sold) will be charged as a reduction to any redemption proceeds. Settlement Redemption proceeds will generally be paid immediately following the finalisation of the Net Asset Value, which will generally take place within 10 Business Days. Payment will be made in the currency of denomination of the shares being redeemed, by direct transfer to an account held in the name of the redeeming shareholder at the shareholder’s risk and cost. The directors have the power to divide in specie the whole or any part of the assets of the Winton Fund and appropriate such assets in satisfaction or part satisfaction of the Redemption Price. Suspension Shares in the Winton Fund will not be redeemed if the calculation of the Net Asset Value per share is suspended by the Winton Alternative Investment Fund Company S.A., SICAV-SIF in accordance with article 10.9 of the Articles (see also sub-section “Suspension of Valuation of Assets” in the Winton Fund prospectus). Compulsory Redemptions The directors have the right to compulsorily redeem all or part of the Shares of any Class held by a shareholder if, at any time, the Net Asset Value of the Winton Fund falls below US$1,000,000 and in certain other circumstances as described below. Shareholders are required to notify the Administrator immediately if at any time they become US Persons or hold shares for the account or benefit of US Persons or cease to be Well-Informed Investors. When the directors become aware that (A) shares have been acquired or are held by or on behalf of an Ineligible Subscriber; (B) a shareholder that ceased to be an Well-Informed Investor; (C) a shareholder is holding shares in breach of any law or regulation or otherwise in circumstances having or which may have adverse regulatory, legal, tax, pecuniary or material administrative disadvantages for the Winton Alternative Investment Fund Company S.A., SICAV-SIF or its shareholders including, but not limited to, a situation in which investment in the Winton Alternative Investment Fund Company S.A., SICAV-SIF by “Benefit Plan Investors” is significant; or (D) a shareholder has failed to provide any information or declaration required by the directors within 10 days of being requested to do so, the directors may either (i) direct such shareholder to transfer the relevant shares to a person who is qualified or entitled to own or hold such shares or (ii) compulsorily redeem the relevant shares. Any person who becomes aware that it is holding shares in contravention of any of the above provisions and who fails to transfer or redeem its shares pursuant to the above provisions shall indemnify and hold harmless each of the directors, the Winton Alternative Investment Fund Company S.A., SICAV-SIF, the Administrator, the Sub-Administrator, the Investment Manager, the Investment Adviser and the shareholders (each an “Indemnified Party”) from any claims, demands, proceedings, liabilities, damages, losses, costs and expenses directly or indirectly suffered or incurred by such Indemnified Party arising out of or in connection with the failure of such person to comply with his obligations pursuant to any of the above provisions.

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Anti-Money Laundering in the Winton Fund Redemption proceeds will not be paid until such additional information as is reasonably required by the directors or the Administrator on their behalf is received by the Administrator. This power may, without limitation to the generality of the foregoing, be exercised where proper information has not been provided for anti-money laundering verification purposes as described under “Subscriptions”. Investors should note specifically that redemption proceeds will not be paid by the Administrator where redemption proceeds are requested to be remitted to an account which is not in the name of the Shareholder.

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Determination of Net Asset Value of the Winton Fund The Net Asset Value of the Winton Fund, the Net Asset Value per Share of each Class and the Net Asset Value of each Series of a particular Class will be determined in accordance with the Articles as at the close of business on each Valuation Day or at such other times as the Winton Fund directors may determine. The Net Asset Value of the Winton Fund and of each Class and of each Series within a Class will be equal to the value of its total assets less its total liabilities. To the extent that the Investment Adviser hedges the foreign currency exposure of the Sterling C Class, the costs and any benefit of such hedging will be allocated solely to the C Class. The Net Asset Value of the Winton Fund will be expressed in US Dollars, or in such other currency as the Winton Fund directors may determine either generally or in relation to a particular Class or in a specific case. The assets of the Winton Fund shall include all cash and cash equivalents, accrued income, open positions and other assets maintained. All assets shall be valued at market value, except as otherwise determined in the discretion of the Winton Fund directors, as described below. Liabilities include any estimated realisation costs payable in respect of each position and any fiscal charges and other associated costs, less all other liabilities of the relevant Class or Series (including accrued fees and expenses, if any, but excluding any amounts paid up on the issued Shares). The Winton Fund’s income and expenses will be determined on an accrual basis. A new Series will be issued on each Dealing Day on which Shares are issued and each Series of a particular Class will typically have a different Net Asset Value to each other Series of that Class. The assets relating to the subscriptions invested in each Series will be paid into the Winton Fund’s account, pooled and invested alongside the assets subscribed into every other Series. Any Investment Management Fees or Performance Fees calculated in respect of a Series will be deducted from the Net Asset Value of that Series. Fees and expenses that relate to a particular Series will be charged against that Series when computing its Net Asset Value. Other fees and expenses will be allocated pro rata between the Series in accordance with their respective Net Asset Values, or otherwise at the discretion of the Directors. The only difference between each Series of a given Class will be that the calculation of the Net Asset Value per Share of a Series, will reflect the Performance Fee and Investment Management Fee payable (if any) on each individual Series. The value of the assets of the Winton Fund shall be determined as follows: (i) Equity securities which are quoted, listed or traded on a regulated market will be valued at the closing market price as at the close of the relevant stock exchange or market. Where a security is listed or dealt in on more than one regulated markets the relevant exchange or market shall be the primary stock exchange or market on which the security is listed or dealt on. Where the closing market price is unavailable, the security will be valued at the last available closing market price (ii) Futures and options traded on a regulated market shall be valued at the official settlement price on such exchange or by a clearing firm or financial institution. Where the official settlement price is unavailable, the value of such investments shall be the previous official settlement price. (iii) Exchange-traded forwards will be valued in the same manner as futures and options pursuant to paragraph B above, except that where the official settlement price is unavailable, the market value of such investment shall be the price as at 5.00 pm (London time) on the day the relevant instruments were traded. (iv) Forward foreign exchange contracts traded over the counter shall be valued on the basis of the London close rate. (v) Contracts for difference shall be valued on the basis of the closing market price of the underlying equity as at the close of the relevant stock exchange or market. Where an equity is listed or dealt in on more than one regulated market, the relevant exchange or market shall be the primary stock exchange or market on which the equity is listed or dealt on. Where the closing market price is unavailable, the equity will be valued at the last available closing market price.

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(vi) Commercial paper shall be valued using the mid-market price inclusive of accrued coupon interest. (vii) Government bonds shall be valued using the mid-market price inclusive of accrued coupon interest. (viii) Spot Exchange Rates shall be valued on the basis of the London close rate. In the case of any asset for which price quotations are not available, or for which price quotations appear inaccurate, the fair value shall be determined in such manner as the Winton Fund directors shall decide after consultation with the Investment Manager, the External Valuer, the Clearing Brokers and/or the Investment Adviser and their affiliates as applicable, in line with the Investment Manager’s Valuation Policy and according to standard principles. The directors may at their discretion permit any other method of valuation to be used if they consider that such method of valuation better reflects value generally or in particular markets or market conditions and is in accordance with the Investment Manager’s Valuation Policy and good accounting practice. As at the date of this document, the Winton Fund directors have delegated, to the Investment Manager, the power to exercise the discretions described above. Under the AIFMD Rules, the Investment Manager has certain responsibilities in relation to the proper valuation of the assets of the Winton Alternative Investment Fund Company S.A., SICAV-SIF, including: iv) ensuring that fair, independent, appropriate and transparent valuation methodologies are applied to the assets of the Winton Alternative Investment Fund Company S.A., SICAV-SIF; and v) establishing, maintaining, implementing and reviewing the valuation policy (the “Valuation Policy”). The External Valuer, an affiliate of the Administrator, has been appointed by the Winton Alternative Investment Fund Company S.A., SICAV-SIF and the Investment Manager to perform certain valuation services. The External Valuer may not delegate these functions. The External Valuer may rely on the accuracy of financial data and/or pricing information furnished to it by any reputable internationally recognised third party pricing vendor. Under the AIFMD Rules, the Investment Manager also has certain responsibilities in relation to the calculation and publication of the Net Asset Value. In calculating the Net Asset Value of the Winton Fund the following principles will apply: i) in determining the value of investments of the Winton Fund, the Investment Manager may at its discretion instead value the investments of the Winton Fund at lowest market dealing bid prices where on any Dealing Day the value of all redemption requests received exceeds the value of all applications for Shares received for that Dealing Day or at highest market dealing offer prices where on any Dealing Day the value of all applications for Shares received for that Dealing Day exceeds the value of all redemption requests received for that Dealing Day, in each case in order to preserve the value of the Shares held by existing Shareholders; ii) every Share agreed to be issued by the directors with respect to each Dealing Day shall be deemed to be in issue as of the Valuation Day for the relevant Dealing Day and the assets of the Winton Fund shall be deemed to include not only cash and property in the hands of the Depositary but also the amount of any cash or other property to be received in respect of Shares agreed to be issued after deducting therefrom (in the case of Shares agreed to be issued for cash), or providing for, preliminary charges; iii) where investments have been agreed to be purchased or sold but such purchase or sale has not been completed, such investments shall be included or excluded and the gross purchase or net sale consideration excluded or included as the case may require as if such purchase or sale had been duly completed unless the Investment Manager has reason to believe such purchase or sale will not be completed;

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iv) there shall be added to the assets of the Winton Fund any actual or estimated amount of any taxation of a capital nature which may be recoverable by the Winton Alternative Investment Fund Company S.A., SICAV-SIF which is attributable to the Winton Fund; v) there shall be added to the assets of the Winton Fund a sum representing any interest, dividends or other income accrued but not received and a sum representing unamortised expenses; vi) there shall be added to the assets of the Winton Fund the total amount (whether actual or estimated by the directors or their delegate) of any claims for repayment of any taxation levied on income or capital gains including claims in respect of double taxation relief; vii) where notice of the redemption of Shares has been received by the Winton Alternative Investment Fund Company S.A., SICAV-SIF with respect to the Winton Fund for a particular Dealing Day and the cancellation of such Shares has not been completed, the Shares to be redeemed shall be deemed not to be in issue as of the Valuation Day and the value of the assets of the Winton Fund, as of the Valuation Day, shall be deemed to be reduced by the amount payable upon such redemption; and viii) there shall be deducted from the assets of the Winton Fund: (a) the total amount of any actual or estimated liabilities properly payable out of the assets of the Winton Fund including any and all outstanding borrowings of the Winton Fund, interest, fees and expenses payable on such borrowings and any estimated liability for tax and such amount in respect of contingent or projected expenses as the directors or their delegate consider fair and reasonable as of the relevant Valuation Day; (b) such sum in respect of tax (if any) on income or capital gains realised on the investments of the Winton Fund as in the estimate of the directors or their delegate will become payable; (c) the amount (if any) of any distribution declared but not paid in respect thereof; (d) the remuneration of the Administrator, the Depositary, the Paying Agent, the Investment Manager, the External Valuer, any distributor and any other providers of services to the Winton Fund accrued but remaining unpaid together with a sum equal to the value added tax chargeable thereon (if any); (e) the total amount (whether actual or estimated by the directors or their delegate) of any other liabilities properly payable out of the assets of the Winton Fund (including all establishment, operational and ongoing administrative fees, costs and expenses) as of the relevant Valuation Day; (f) an amount as of the relevant Valuation Day representing the projected liability of the Winton Fund in respect of costs and expenses to be incurred by the Fund in the event of a subsequent liquidation; (g) an amount as of the relevant Valuation Day representing the projected liability of the relevant calls on Shares in respect of any warrants issued and/or options written by the Winton Alternative Investment Fund Company S.A., SICAV-SIF; and (h) any other liability which may properly be deducted. In the absence of fraud, bad faith, gross negligence or manifest error, every decision taken by the directors or any committee of the directors or any duly authorised person on behalf of the Winton Alternative Investment Fund Company S.A., SICAV-SIF in calculating the Net Asset Value of the Winton Fund or a Class or a Series shall be final and binding on the Winton Alternative Investment Fund Company S.A., SICAV-SIF and on present, past or future shareholders, subject to the articles.

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Publication of Net Asset Value per Share of the Winton Fund The most recent Net Asset Value per Share of each Series of a particular Class will be updated following each calculation of Net Asset Value and will be available on Citco Portal. It is expected that calculations of Net Asset Value per Share of each Series of a particular Class will, under normal circumstances, be completed and available on the Citco Portal within 3 Business Days following each Valuation Day. The directors may apply to newspapers or periodicals for publication of the Net Asset Value per Share of a Fund or a Class of a Series at their discretion, except that no such publication shall be made in the United States. Suspension of Determination of the Net Asset Value and of the Issue, Redemption and Exchanges of Shares in the Winton Fund The directors may at any time and from time to time temporarily suspend the determination of the Net Asset Value of the Winton Fund or a Class or Series and accordingly the issue, exchange and redemption of Shares: vi) during the whole or part of any period (other than for ordinary holidays or customary weekends) when any of the regulated markets on which the Winton Fund’s investments are quoted, listed, traded or dealt are closed or during which dealings therein are restricted or suspended or trading is suspended or restricted; vii) during the whole or part of any period when circumstances outside the control of the directors exist as a result of which any disposal or valuation of the Winton Fund’s investments is not reasonably practicable or would be detrimental to the interests of shareholders or it is not possible to transfer monies involved in the acquisition or disposition of investments to or from the relevant account of the Winton Alternative Investment Fund Company S.A., SICAV-SIF; viii) during the whole or part of any period when any breakdown occurs in the means of communication normally employed in determining the price or value of any of the investments of the Winton Fund; ix) during the whole or any part of any period when for any reason the price or value of any of the Winton Fund’s investments cannot be reasonably, promptly or accurately ascertained; x) during the whole or any part of any period when subscription proceeds cannot be transmitted to or from the account of the Winton Alternative Investment Fund Company S.A., SICAV-SIF or funds required for making redemption payments cannot be repatriated by the Winton Alternative Investment Fund Company S.A., SICAV-SIF or when such payments cannot, in the opinion of the directors, be carried out at normal rates of exchange; xi) following a possible decision to merge, liquidate or dissolve the Winton Alternative Investment Fund Company S.A., SICAV-SIF or, if applicable, one or several sub funds; xii) if any other reason makes it impossible or impracticable to determine the value of a portion of the Winton Fund’s investments; or xiii) if, in exceptional circumstances, the directors, determine that suspension of the determination of Net Asset Value is in the interest of shareholders of the Winton Fund. Any suspension of valuation of the Net Asset Value of the Winton Fund or a Class or a Series and the issue, exchange and redemption of Shares of any Class shall be notified to shareholders having made an application for subscription, redemption or exchange of Shares for which the calculation of the Net Asset Value has been suspended and well as any other shareholder. Such suspension as to any Fund or Class or Series shall have no effect on the calculation of the Net Asset Value per Share, the issue, redemption and exchange of Shares of any other Fund, if the assets within such other Fund are not affected to the same extent by the same circumstances.

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Error in the calculation of the Net Asset Value of the Winton Fund In case of a material error in the calculation of the Net Asset Value by the Administrator as a result of its fraud, negligence, wilful misconduct, bad faith or material breach of the Administration Agreement, the Winton Alternative Investment Fund Company S.A., SICAV-SIF and the Investment Manager will procure that the Administrator applies the principles set out below. The CSSF Circular 02/77 shall only apply with respect to errors in the calculation of the Net Asset Value. The liability of the Investment Manager and the Investment Adviser with respect to breaches of the investment restrictions. Any losses or gains arising from breaches of the investment restrictions shall be for the account of the Winton Fund except for any losses that result directly from the gross negligence, wilful default or fraud of the Investment Adviser. The materiality thresholds set out in the CSSF Circular 02/77 shall apply. The Administrator shall make good any outstanding losses to the Winton Alternative Investment Fund Company S.A., SICAV-SIF after adjustment of its register of shareholders and seeking restitution of any overpayments made to particular shareholders to ensure that shareholders as a whole shall not be adversely affected by any such error. In particular, if the Net Asset Value is overstated and redemptions are processed whereby some shareholders are overpaid, the Administrator shall seek recovery of any such overpayment from the relevant shareholders or, if any such shareholder has retained shares, such overpayment may be recovered by way of adjusting the number of shares retained by the shareholder. Any shareholder that subscribes where a Net Asset Value is overstated will have the number of shares issued to it adjusted to increase its shareholding. If the Net Asset Value is understated and redemptions are processed whereby some shareholders are underpaid, the Administrator shall make additional payments out of the assets of the Winton Alternative Investment Fund Company S.A., SICAV-SIF to such shareholders or, if any such shareholder has retained shares, such underpayment may be rectified by adjusting the number of shares retained by the shareholder. Any shareholder that subscribes where a Net Asset Value is understated will have the number of shares issued to it adjusted to reduce its shareholding.

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Conflicts of Interest in the Winton Fund The directors, the Investment Manager, the Investment Adviser, the Clearing Brokers, the Prime Brokers, the Administrator, the Sub-Administrator, the External Valuer, the Depositary, the Paying Agent and/or their respective affiliates or any person connected with them may from time to time act as director, investment manager, manager, portfolio manager, clearing broker, prime broker, custodian, registrar, broker, administrator, investment advisor, external valuer, depositary, paying agent, distributor or dealer in relation to, or be otherwise involved in, other investment funds which have similar or different objectives to those of the Winton Fund. It is, therefore, possible that any of them may, in the course of business, have potential conflicts of interest with the Winton Alternative Investment Fund Company S.A., SICAV-SIF. Each of the directors, the Investment Manager and the Investment Adviser will, at all times, have regard in such event to its obligations to the Winton Alternative Investment Fund Company S.A., SICAV-SIF and will endeavour to ensure that such conflicts are resolved fairly. In addition, subject to applicable law, any of the foregoing may deal, as principal or agent, with the Winton Alternative Investment Fund Company S.A., SICAV-SIF provided that such dealings are carried out as if effected on normal commercial terms negotiated on an arm’s length basis and in accordance with applicable law. The Investment Manager, the Investment Adviser or any of its affiliates or any person connected with the Investment Manager or the Investment Adviser may invest in, directly or indirectly, or manage or advise other investment funds or accounts which invest in assets which may also be purchased or sold by or on behalf of the Funds. None of the Investment Manager, the Investment Adviser or any of their affiliates nor any person connected with them is under any obligation to offer investment opportunities of which any of them becomes aware to the Winton Alternative Investment Fund Company S.A., SICAV- SIF and/or to account to the Winton Alternative Investment Fund Company S.A., SICAV-SIF in respect of (or share with the Winton Alternative Investment Fund Company S.A., SICAV-SIF or inform the Winton Alternative Investment Fund Company S.A., SICAV-SIF of) any such transaction or any benefit received by any of them from any such transaction, but will allocate such opportunities on an equitable basis between the Winton Alternative Investment Fund Company S.A., SICAV-SIF and other clients. Under the AIFMD Rules, the Investment Manager has certain responsibilities in relation to the proper valuation of the assets of the Winton Fund, the calculation and publication of the Net Asset Value of the Winton Fund. There is a potential conflict of interest between any involvement of the Investment Manager in this valuation and calculation process and the Investment Manager’s entitlement to receive the Investment Management Fee and the Performance Fee from the Winton Alternative Investment Fund Company S.A., SICAV-SIF in respect of some or all Classes in the Winton Fund, each of which is based on the Net Asset Value of the shares as the Investment Management Fee and the Performance Fee will increase as the Net Asset Value and, therefore, Net Asset Value per share, increases. The Depositary, which is an affiliate of the Administrator, faces a conflict of interest in relation to the oversight of the functions performed by the Administrator. As the External Valuer, the Depositary and the Administrator are all members of the same group, there is also a potential conflict of interest in the involvement of the External Valuer and the Administrator in the valuation and calculation of Net Asset Value, as the fees of the Administrator and the Depositary are based on the Net Asset Value, and will therefore increase as the Net Asset Value increases. From time to time, the Investment Manager’s and/or the Investment Adviser’s personnel may speak at conferences and programs for prospective investors interested in investing in hedge funds which are sponsored by the Prime Brokers or other service providers. These conferences and programs may be a means by which the Investment Manager and/or the Investment Adviser can be introduced to prospective investors in the Winton Fund. Currently, neither the Investment Manager, nor the Investment Adviser, nor the Winton Alternative Investment Fund Company S.A., SICAV-SIF intends to compensate the Prime Brokers or other service providers for organising such “capital introduction” events or for any investments ultimately made by prospective investors attending such events (although they may do so in the future). While such events and other services provided by the Prime Brokers or other prime brokers may influence the Investment Manager and/or the Investment Adviser in deciding whether to recommend the use of such Prime Brokers or other prime brokers to the Winton Alternative Investment Fund Company S.A., SICAV-SIF in connection with brokerage, financing and other activities of the Winton Alternative Investment Fund Company S.A., SICAV-SIF, neither the Investment Manager nor

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the Investment Adviser will commit to allocate a particular amount of brokerage to a Prime Broker in any such situation. The foregoing does not purport to be a complete list of all potential conflicts of interest involved in an investment in the Winton Fund. The directors will seek to ensure that any conflict of interest of which they are aware is resolved fairly and in accordance with the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s applicable regulatory obligations. Where the organisational or administrative arrangements put in place by the Winton Alternative Investment Fund Company S.A., SICAV-SIF to manage conflicts of interest are not sufficient to ensure, in the opinion of the directors, that the risk of damage to the interests of the Winton Alternative Investment Fund Company S.A., SICAV-SIF or the shareholders will be prevented, the directors will, in compliance with the CSSF regulation 12-01, promptly (i) inform the shareholders of such situation, (ii) take such measures as are necessary to ensure that the risk of shareholders’ interests being prejudiced such conflict of interest is minimised and (iii) provide the shareholders with the reasons for any decision taken in such context. The Winton Alternative Investment Fund Company S.A., SICAV-SIF has adopted a conflict of interest policy which sets out certain measures approved by the directors which are aimed at minimising the risk of shareholders’ interests being prejudiced by certain conflicts of interest. This conflicts of interest policy is available for inspection by shareholders at the offices of the Administrator and at the registered office of the Winton Alternative Investment Fund Company S.A., SICAV-SIF. Use of Dealing Commissions No soft dollar or soft commissions arrangements will be entered into by the Winton Alternative Investment Fund Company S.A., SICAV-SIF or the Investment Manager.

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Taxation Considerations of the Winton Fund The following is based on the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s understanding of certain aspects of the law and practice currently in force in Luxembourg, the UK and the United States. There can be no guarantee that the tax position or proposed tax position at the date of this document or at the time of an investment will endure indefinitely. General The information given below does not constitute legal or tax advice and prospective investors should consult their own professional advisers on the possible tax consequences of buying, selling, exchanging, holding or redeeming shares under the laws of the jurisdictions in which they may be subject to tax. Investors are also advised to inform themselves as to any exchange control regulations applicable in their country of residence. Generally the tax consequences of acquiring, holding, exchanging, redeeming or disposing of shares will depend on the relevant laws of the jurisdiction to which the shareholder is subject. Shareholders resident in or citizens of certain countries that have anti-offshore fund legislation may have a current liability to tax on the undistributed gains of the Winton Alternative Investment Fund Company S.A., SICAV-SIF. These consequences will vary with the law and practice of the shareholder’s country of residence, domicile or incorporation and with his personal circumstances. The directors, the Winton Alternative Investment Fund Company S.A., SICAV-SIF and each of its agents shall have no liability in respect of the individual tax affairs of shareholders. The shares will be widely available. The directors confirm that the intended categories of investors are not “restricted” for the purposes of the Offshore Fund (Tax) Regulations 2009 and the Offshore Funds (Tax) (Amendment) Regulations 2011. Shares will be marketed and made available sufficiently widely to reach the intended categories of investors, and in a manner appropriate to attract those categories of investors. Dividends, interest and capital gains (if any) that the Winton Alternative Investment Fund Company S.A., SICAV-SIF receives with respect to investments may be subject to taxes, including withholding taxes, in the countries in which the issuers of investments are located. It is anticipated that the Winton Alternative Investment Fund Company S.A., SICAV-SIF may not be able to benefit from reduced rates of withholding tax in double taxation agreements between Luxembourg and such countries. If this position changes in the future and the application of a lower rate results in a repayment to the Winton Alternative Investment Fund Company S.A., SICAV-SIF the Net Asset Value will not be restated and the benefit will be allocated to the existing Shareholders rateably at the time of the repayment. Luxembourg The following summary is based on the law and practice currently applicable in Luxembourg and is subject to changes therein. Taxation of the Company in Luxembourg The Winton Alternative Investment Fund Company S.A., SICAV-SIF is exempt from Luxembourg income and net wealth tax. Dividends paid by the Winton Alternative Investment Fund Company S.A., SICAV-SIF (if any) are exempt from dividend withholding tax. The Winton Alternative Investment Fund Company S.A., SICAV-SIF is not liable to any Luxembourg tax on profits or income. The Winton Alternative Investment Fund Company S.A., SICAV-SIF is, however, liable in Luxembourg to a taxe d’abonnement of 0.01 per cent per annum of its Net Asset Value, such tax being payable quarterly on the basis of the value of the aggregate Net Asset Value of the sub funds at the end of the relevant calendar quarter. No such tax is payable on the value of assets which consist of units or shares of other Luxembourg funds that have already been subject to such tax. No stamp duty or other tax is payable in Luxembourg on the issue of shares. No Luxembourg tax is payable on the realised capital appreciation of the assets of the Winton Fund. The Winton Alternative Investment Fund Company S.A., SICAV-SIF is liable to a fixed registration duty of €75.00 on the registration of its incorporation or of any amendment to its articles of incorporation.

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Dividends and interest received by the Winton Alternative Investment Fund Company S.A., SICAV-SIF on its investments may be subject to non-recoverable withholding or other taxes in the countries of origin. In addition, the Winton Alternative Investment Fund Company S.A., SICAV-SIF may be liable to certain taxes in countries where the Winton Alternative Investment Fund Company S.A., SICAV-SIF carries out its investment activities. Those taxes are not recoverable by the Winton Alternative Investment Fund Company S.A., SICAV-SIF in Luxembourg. Taxation of Shareholders in Luxembourg Under current legislation, shareholders are not subject to any capital gains or income tax in Luxembourg (except for those domiciled, resident or having a permanent establishment in Luxembourg). Investors should inform themselves of, and when appropriate consult their professional advisers on, the possible tax consequences of subscribing for, buying, holding, exchanging, redeeming or otherwise disposing of shares under the laws of their country of citizenship, residence, domicile and/or incorporation. Luxembourg non-resident Shareholders Shareholders who are non-residents of Luxembourg and who have neither a permanent establishment nor a permanent representative in Luxembourg to which or whom the shares are attributable are generally not liable to any Luxembourg income tax. Non-resident corporate shareholders which have a permanent establishment or a permanent representative in Luxembourg, to which the shares are attributable, must include any income received, as well as any gain realised on the sale, disposal or redemption of shares, in their taxable income for Luxembourg tax assessment purposes. The same inclusion applies to individuals, acting in the course of the management of a professional or business undertaking, who have a permanent establishment or a permanent representative in Luxembourg, to which the shares are attributable. Luxembourg resident Shareholders Luxembourg fully taxable corporate Shareholders Luxembourg resident corporate shareholders (sociétés de capitaux) must include any profits derived, as well as any gain realised on the sale, disposal or redemption of shares, in their taxable profits for Luxembourg income tax assessment purposes, which will be taxed at 29,22 per cent for 2014 (in Luxembourg city). Fully taxable companies (non-regulated and regulated) whose financial assets, transferable securities, cash at bank and amounts owed by affiliated undertakings cumulatively exceed 90 per cent of their total balance sheet are subject to a minimum corporate income tax amounting to €3,000 (increased to €3,210 by 7 per cent contribution to the employment fund). Furthermore, companies (which do not fall within in the scope of the above mentioned minimum tax) have to pay a tax ranging from €500 to €20,000 (increased by 7 per cent contribution to the employment fund) depending on their total gross assets. Luxembourg tax exempt Shareholders Shareholders taking the form of a SICAV, an FCP or a family estate management company subject to the law of 11 May 2007 are tax exempt entities in Luxembourg, and are thus not subject to any Luxembourg tax (i.e. corporate income tax, municipal business tax and net wealth tax). Luxembourg resident individual Shareholders Any dividends received and other payments derived from the shares received by resident individuals, who act in the course of either their private wealth or their professional / business activity, are subject to income tax at the progressive ordinary rate (with a top marginal rate of 43.60 per cent for 2014). In addition, a 1.4 per cent dependency contribution applies. A gain realised upon the sale, disposal or redemption of shares by Luxembourg resident individual shareholders, acting in the course of the management of their private wealth is not subject to Luxembourg income tax, provided this sale, disposal

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or redemption took place more than 6 months after the shares were acquired and provided the shares do not represent a substantial shareholding. Net wealth tax Luxembourg resident shareholders and shareholders who have a permanent establishment or a permanent representative in Luxembourg to which the shares are attributable, are subject to Luxembourg net wealth tax on such shares, unless the shareholder is (i) a resident individual taxpayer, (ii) an undertaking for collective investment subject to the law of 17 December 2010, (iii) a securitisation company governed by the law of 22 March 2004 on securitisation, (iv) a company governed by the law of 15 June 2004 on venture capital vehicles, (v) a specialised investment fund governed by the law of 13 February 2007 on specialised investment funds, or, (vii) a family wealth management company governed by the law of 11 May 2007. UK The following paragraphs, which are intended as a general guide only and do not constitute tax advice, are based on current UK tax legislation and what is understood to be the current practice of HM Revenue & Customs as at the date of this Prospectus. They summarise certain limited aspects of the UK tax treatment of the Winton Alternative Investment Fund Company S.A., SICAV-SIF and the shareholders and relate only to the position of shareholders who are the absolute beneficial owners of their shares, who hold their shares as an investment (as opposed to securities to be realised in the course of a trade) and (except insofar as express reference is made to the treatment of non-UK residents or non-UK domiciliaries) who are resident and, if an individual, domiciled in, and only in, the UK for taxation purposes. They do not apply to certain classes of shareholders, such as dealers in securities, insurance companies, collective investment schemes and shareholders who have, or are deemed to have, acquired their shares by reason of, or in connection with, an office or employment. If you are in any doubt as to your taxation position or if you are subject to tax in any jurisdiction other than the UK, you should consult an appropriate professional adviser immediately. It should be noted that the levels and bases of, and reliefs from, taxation can change. Company Tax The directors intend that the affairs of the Winton Alternative Investment Fund Company S.A., SICAV- SIF should be managed and conducted so that it does not become resident in the UK for UK taxation purposes. Accordingly, and provided that the Winton Alternative Investment Fund Company S.A., SICAV-SIF is not trading in the UK through a fixed place of business or agent situated therein that constitutes a “permanent establishment” for UK taxation purposes and that all its trading transactions (if any) in the UK are carried out through a broker or investment manager acting as an agent of independent status in the ordinary course of its business, the Winton Alternative Investment Fund Company S.A., SICAV-SIF will not be subject to UK corporation tax or income tax on its profits. The directors, the Investment Manager and the Investment Adviser each intend that the respective affairs of the Company, the Investment Manager and the Investment Adviser are conducted so that these requirements are met, insofar as this is within their respective control. However, it cannot be guaranteed that the necessary conditions will at all times be satisfied. Certain interest and other amounts received by the Winton Alternative Investment Fund Company S.A., SICAV-SIF which have a UK source may be subject to withholding or other taxes in the UK. Shareholders Subject to their personal circumstances, shareholders resident in the UK for taxation purposes will be liable to UK income tax or corporation tax in respect of dividends or other distributions of an income nature made by the Winton Alternative Investment Fund Company S.A., SICAV-SIF, whether or not such dividends or distributions are reinvested, together with their share of income retained by a reporting fund (as to which see below). The nature of the charge to tax and any entitlement to a tax credit in respect of such dividends or distributions will depend on a number of factors which may include the composition of the relevant assets of the Winton Alternative Investment Fund Company S.A., SICAV- SIF and the extent of a shareholder’s interest in the Winton Alternative Investment Fund Company S.A., SICAV-SIF.

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The Offshore Funds (Tax) Regulations 2009 (the “Offshore Funds Regulations”) set out the regime for the taxation of investments in offshore funds (as defined in the UK Taxation (International and Other Provisions) Act 2010 (“TIOPA 2010”)) which operates by reference to whether a fund opts into a reporting regime (“reporting funds”) or not (“non-reporting funds”). If an investor who is resident in the UK for taxation purposes holds an interest in an offshore fund that does not have reporting fund status throughout the period during which the investor holds that interest, any gain accruing to the investor on the sale, redemption or other disposal of that interest (including a deemed disposal on death) will be taxed at the time of such sale, redemption or other disposal as income (“offshore income gains”) and not as a capital gain. Investors in reporting funds are subject to tax on the share of the reporting fund’s income attributable to their holding in the fund, whether or not distributed, and any gains on disposal of their holding would be taxed as capital gains. Investors in non-reporting funds would not be subject to tax on income retained by the non-reporting fund. The shares will constitute interests in an offshore fund. The directors may consider whether it would be appropriate to apply to the UK HM Revenue & Customs in respect of some or all Classes for recognition as a reporting fund. The effect of obtaining and maintaining such status for a particular Class throughout a shareholder’s relevant period of ownership would be that any gains on disposal of such shares would be taxed as capital gains. However, there can be no guarantee that reporting fund status will be obtained and maintained for any Class in relation to which an application is made. Were such application to be unsuccessful or such status subsequently to be withdrawn, any gains arising to shareholders resident in the UK on a sale, redemption or other disposal of shares (including a deemed disposal on death) would be taxed as offshore income gains rather than capital gains. Any gains arising to shareholders resident in the UK on a sale, redemption or other disposal of Shares of a Class that does not have reporting fund status (including a deemed disposal on death) will be taxed as offshore income gains rather than capital gains. Persons within the charge to UK corporation tax should note that the regime for the taxation of most corporate debt contained in the UK Corporation Tax Act 2009 (the “loan relationships regime”) provides that, if at any time in an accounting period of such a person, that person holds an interest in an offshore fund within the meaning of the relevant provisions of the Offshore Funds Regulations and TIOPA 2010, and there is a time in that period when that fund fails to satisfy the “qualifying investments” test, the interest held by such a person will be treated for that accounting period as if it were rights under a creditor relationship for the purposes of the loan relationships regime. An offshore fund fails to satisfy the qualifying investments test at any time when more than 60 per cent of its assets by market value (excluding cash awaiting investment) comprise “qualifying investments”. Qualifying investments include government and corporate debt securities, cash on deposit, certain derivative contracts and holdings in other collective investment schemes which at any time in the accounting period of the person holding the interest in the offshore fund do not themselves satisfy the qualifying investments test. The shares will constitute such interests in an offshore fund and on the basis of the investment policies of the Winton Alternative Investment Fund Company S.A., SICAV-SIF, the Winton Alternative Investment Fund Company S.A., SICAV-SIF could fail to satisfy the qualifying investments test. In that eventuality, the shares will be treated for corporation tax purposes as within the loan relationships regime with the result that all returns on the shares in respect of such a person’s accounting period (including gains, profits and losses) will be taxed or relieved as an income receipt or expense on a “fair value accounting” basis. Accordingly, such a person who acquires shares in the Winton Alternative Investment Fund Company S.A., SICAV-SIF may, depending on its own circumstances, incur a charge to corporation tax on an unrealised increase in the value of its holding of shares (and, likewise, obtain relief against corporation tax for an unrealised reduction in the value of its holding of shares). The UK Government on 6 June 2013 announced a consultation on the future of the loan relationships regime, which includes proposals potentially to reform this aspect of the regime. Anti-avoidance Individuals resident in the UK for taxation purposes should note that Chapter 2 of Part 13 of the UK Income Tax Act 2007 contains anti-avoidance provisions dealing with the transfer of assets to overseas persons that may in certain circumstances render such individuals liable to taxation in respect of undistributed income profits of the Winton Alternative Investment Fund Company S.A., SICAV-SIF. Persons resident in the UK for taxation purposes should note the provisions of section 13 of the UK Taxation of Chargeable Gains Act 1992 (“section 13”). Section 13 could be material to any such person

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who has an interest in the Winton Alternative Investment Fund Company S.A., SICAV-SIF as a “participator” for UK taxation purposes (which term includes a shareholder) at a time when any gain accrues to the Winton Alternative Investment Fund Company S.A., SICAV-SIF (such as on a disposal of any of its investments) which constitutes a chargeable gain or an offshore income gain if, at the same time, the Winton Alternative Investment Fund Company S.A., SICAV-SIF is itself controlled in such a manner and by a sufficiently small number of persons as to render the Company a body corporate that would, were it to have been resident in the UK for taxation purposes, be a “close” company for those purposes. The provisions of section 13 would result in any such person who is a shareholder being treated for the purposes of UK taxation as if a part of any chargeable gain or offshore income gain accruing to the Winton Alternative Investment Fund Company S.A., SICAV-SIF had accrued to that person directly, that part being equal to the proportion of the gain that corresponds to that person’s proportionate interest in the Winton Alternative Investment Fund Company S.A., SICAV-SIF. No liability under section 13 could be incurred by such a person, however, in respect of a chargeable gain or an offshore income gain accruing to the Winton Alternative Investment Fund Company S.A., SICAV-SIF if the aggregate proportion of that gain that could be attributed under section 13 both to that person and to any persons connected with him for UK taxation purposes does not exceed one quarter of the gain. In addition, section 13 does not apply where the asset giving rise to the gain was neither disposed of nor acquired or held as part of a scheme or arrangements having a tax avoidance main purpose. In the case of shareholders who are individuals domiciled outside the UK, section 13 applies subject to the remittance basis in particular circumstances. Companies resident in the UK for taxation purposes should note the “controlled foreign companies” legislation contained in Part 9A of TIOPA 2010 (the “CFC rules”). The CFC rules could in particular be material to any company that has (either alone or together with persons connected or associated with it for UK taxation purposes) an interest in 25 per cent or more of the “chargeable profits” of the Winton Alternative Investment Fund Company S.A., SICAV-SIF if the Winton Alternative Investment Fund Company S.A., SICAV-SIF is controlled (as “control” is defined in section 371RA of TIOPA 2010) by persons (whether companies, individuals or others) who are resident in the UK for taxation purposes or is controlled by two persons taken together, one of whom is resident in the UK for tax purposes and has at least 40 per cent of the interests, rights and powers by which those persons control the Winton Alternative Investment Fund Company S.A., SICAV-SIF, and the other of whom has at least 40 per cent and not more than 55 per cent of such interests, rights and powers. The effect of the CFC rules could be to render such companies liable to UK corporation tax by reference to their proportionate interest in the chargeable profits of the Winton Alternative Investment Fund Company S.A., SICAV-SIF. The chargeable profits of the Winton Alternative Investment Fund Company S.A., SICAV-SIF do not include any capital gains. Transfer taxes Transfers of Shares will not be liable to UK stamp duty unless the instrument of transfer is executed within the UK when the transfer will be liable to UK ad valorem stamp duty at the rate of 0.5 per cent of the consideration paid rounded up to the nearest £5. No UK stamp duty reserve tax is payable on transfers of shares, or agreements to transfer shares. EU Savings Directive Under the EU Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments (the “EU Savings Directive”), dividends and other distributions of income made by the Winton Alternative Investment Fund Company S.A., SICAV-SIF and payment of the proceeds of sale and/or redemption of shares, may be subject to the withholding tax and/or the exchange of information procedure imposed by the EU Savings Directive, where payment is made to a shareholder who is an individual resident in a member state of the EU for the purposes of the EU Savings Directive (or a “residual entity” established in such a member state) by a paying agent resident in another such member state or in certain other jurisdictions which have introduced an equivalent reporting or withholding tax regime in respect of such payments. The EU Savings Directive has been implemented in Luxembourg by a law dated 21 June 2005. Austria currently operates a withholding tax regime for a transitional period in relation to such payments, although shareholders can notify their paying agent to provide information about the payments to their national tax authority rather than withhold tax. The rate of withholding tax in Austria is 35 per cent.

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Pursuant to the EU Savings Directive, the withholding tax rate on interest is 35 per cent from July 2011 onwards. Article 9 of the EU Savings Directive provides that no withholding tax will be withheld if the beneficial owner expressly authorizes the paying agent to report information in accordance with the provisions of the EU Savings Directive. In Luxembourg, until 31 December 2014, account holders could opt between either the exchange of information or the application of withholding tax at a rate of 35 per cent on interest income subject to the EU Savings Directive. From 1 January 2015, the automatic exchange of information became mandatory in Luxembourg. For Luxembourg-based paying agents, distributions made by the Winton Alternative Investment Fund Company S.A., SICAV-SIF or capital gains realised from the sale or redemption of the Shares should at the date of this Prospectus fall outside the scope of the EU Savings Directive since it is not a UCITS or a so-called “residual entity” within the meaning of Article 4-2 of the EU Savings Directive unless they are debt-financed. Interest (if any) paid by the fund to an individual resident or so called “residual entity” established in a EU member state other than Luxembourg or one of the Territories (as defined in Article 7 of the EU Savings Directive) would fall within the scope of the EU Savings Directive and would accordingly be subject to withholding tax at the current rate of 35 per cent unless the investor opts for one of the disclosure of information system provided by the EU Savings Directive. However, payment of dividends by a SICAV-SIF or payments upon redemption/refund/sale of the shares of such SICAV- SIF are in principle, at the date of this Prospectus, considered as falling outside the scope of the EU Savings Directive. In principle, except SICAV Part II funds, all other funds are potentially in scope. For paying agents located in other member states of the EU, distributions may fall in scope of the EU Savings Directive subject to location. Accordingly, shareholders who are individuals or acting as nominees and who are resident in the EU or certain other jurisdictions which have introduced an equivalent regime in respect of such payments should consult their own independent tax advisers. The European Council on 24 March 2014 adopted a new directive amending the EU Savings Directive, with a view to closing existing loopholes and eliminating tax evasion. These changes, which are material, in particular relate to the scope of, and mechanisms implemented by, the EU Savings Directive. When these changes are implemented, which is expected to be from 01 January 2017, the position of shareholders in relation to the EU Savings Directive could be different to that set out above. United States The Winton Alternative Investment Fund Company S.A., SICAV-SIF was established under the laws of Luxembourg as an open-ended investment company. Under the US default entity classification rules for foreign eligible entities, unless the entity elects otherwise, a foreign eligible entity is a corporation if all members have limited liability. The Winton Alternative Investment Fund Company S.A., SICAV-SIF has not made and does not currently intend to make such an election. Thus, the Winton Alternative Investment Fund Company S.A., SICAV-SIF will be treated as a foreign corporation for US tax purposes. While the Winton Alternative Investment Fund Company S.A., SICAV-SIF may purchase securities on margin, borrow money and otherwise utilise leverage in connection with its investments, under present law that leverage should not be attributed to US Tax-Exempt Investors in the Winton Alternative Investment Fund Company S.A., SICAV-SIF. Accordingly, assuming a US Tax-Exempt Investor does not borrow money or otherwise utilise leverage in connection with its acquisition of shares in the Winton Alternative Investment Fund Company S.A., SICAV-SIF, any dividends from the Winton Alternative Investment Fund Company S.A., SICAV-SIF or gain on the sale or redemption of shares should not constitute “unrelated business taxable income” as defined in IRC Section 512 to the US Tax-Exempt Investor and should not be subject to US federal income tax under the Passive Foreign Investment Company provisions of the IRC. The Winton Alternative Investment Fund Company S.A., SICAV-SIF should not be engaged in a trade or business in the United States for US federal income tax purposes and therefore should not be subject to any US federal income tax on its income from its trading activities, other than a 30 per cent withholding tax applicable to dividends and certain interest income considered to be from sources within the United States. In addition, this 30 per cent US withholding tax will apply to certain dividend equivalent payments on swaps and similar instruments, if made with reference to US stocks.

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FATCA Under the Luxembourg IGA, the Winton Alternative Investment Fund Company S.A., SICAV-SIF and the Winton Fund are required to report certain information about certain US persons that hold, directly (or indirectly), a debt or equity interest in the Winton Alternative Investment Fund Company S.A., SICAV-SIF and/or the Winton Fund. If the Winton Alternative Investment Fund Company S.A., SICAV-SIF and/or the Winton Fund is not compliant with the Luxembourg IGA and the associated implementing legislation in Luxembourg, they may be subject to a 30 per cent withholding tax (a “FATCA Deduction”) on any payments of US source FDAP (“fixed or determinable, annual or periodical”) income (as from 1 July 2014) and proceeds from the sale of property that could give rise to US source interest or dividends (as from 1 January 2017). The Winton Alternative Investment Fund Company S.A., SICAV-SIF and/or the Winton Fund will meet its obligations under the Luxembourg IGA and the associated implementing legislation in Luxembourg to avoid the imposition of any FATCA Deductions. If the Winton Alternative Investment Fund Company S.A., SICAV-SIF and/or the Winton Fund do not receive the relevant information and/or documentation from each holder of an equity or debt interest, the Winton Alternative Investment Fund Company S.A., SICAV-SIF and/or the Winton Fund will report the account holder as Specified US Person (as defined in the Luxembourg IGA) to the Luxembourg tax authorities for FATCA purposes. The Winton Alternative Investment Fund Company S.A., SICAV-SIF and/or the Winton Fund may compulsorily redeem any shares of such equity or debt holder. Such action may (without limitation) include the Winton Alternative Investment Fund Company S.A., SICAV-SIF and/or the Winton Fund reducing or refusing to make payment to such shareholder of any redemption proceeds and requiring such shareholder to pay an indemnity. A number of other jurisdictions are co-operating to develop and secure intergovernmental agreements for the automatic cross-border exchange of tax information on a bilateral or multilateral basis, similar to the IGAs under FATCA. If such agreements are entered into and implemented, the Winton Alternative Investment Fund Company S.A., SICAV-SIF and/or the Winton Fund may be required to report information, similar in nature to the information required to be reported under FATCA and Luxembourg legislation implementing the Luxembourg IGA, to the relevant tax authorities to avoid the imposition of financial penalties or other sanctions on the Winton Alternative Investment Fund Company S.A., SICAV- SIF and/or the Winton Fund. All prospective investors should consult with their own tax advisers regarding the possible implications of FATCA and any other similar legislation and/or regulations on their investments in the Winton Fund. General The receipt of dividends (if any) by shareholders, the redemption, exchange or transfer of shares and any distribution on a winding-up of the Winton Alternative Investment Fund Company S.A., SICAV-SIF may result in a tax liability for the shareholders according to the tax regime applicable in their various countries of residence, citizenship or domicile. Shareholders resident in or citizens of certain countries which have anti-offshore fund legislation may have a current liability to tax on the undistributed income and gains of the Winton Alternative Investment Fund Company S.A., SICAV-SIF. The directors, the Winton Alternative Investment Fund Company S.A., SICAV-SIF and each of the Winton Alternative Investment Fund Company S.A., SICAV-SIF’s agents shall have no liability in respect of the individual tax affairs of shareholders.

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Miscellaneous Documents Available for Inspection For a period of not less than 14 days from the date of this Supplement copies of the following documents may be inspected free of charge during normal business hours on any week day (Saturdays and public holidays excepted) at the offices of NCB Stockbrokers Limited: a) the Memorandum of Association and Bye-Laws of the Company; b) the Memorandum and Articles of Association of the Winton Alternative Investment Fund Company S.A., SICAV-SIF; c) the agreements referred to under "Material Contracts" in the Prospectus in respect of the Company and the material contracts referred to herein in respect of the Winton Alternative Investment Fund Company S.A., SICAV-SIF; d) the Companies Act 1981, as amended, of Bermuda and the Companies Law (2004 Revision) of the Cayman Islands; e) a list of past and current directorships and partnerships held by each Director of the Company over the last 5 years; f) the most recent audited financial statements for the Company and the Winton Fund. There has been no significant change in the financial or trading position of the Ascension Fund since 31 December 2015, the date of the attached accounts. There has been no significant change in the financial or trading position of the Winton Fund since 31 December 2015 the date of the attached accounts. Neither the Ascension Fund nor the Winton Fund have been since their incorporation, engaged in any litigation or arbitration and the directors of the Winton Fund are not aware of any litigation or arbitration or claims pending or threatened against the Winton Fund and the Directors of the Company are not aware of any litigation or arbitration or claims pending or threatened against the Ascension Fund. As at the date of this document, the Ascension Fund, and the Winton Fund have no loan capital (including term loans) outstanding or created but unissued, and no outstanding mortgages, charges, debentures or other borrowings, including bank overdrafts and liabilities under acceptances or acceptance credits, hire purchase or finance lease commitments, guarantees or other contingent liabilities. Report & Accounts Copies of the audited financial statements of the Ascension Fund, which will be made up to 31 December in each year, and the Winton Alternative Investment Fund Company S.A., SICAV-SIF, which will be made up to 31 March in each year, and copies of the Ascension Fund’s half-yearly reports for the period to 30 June in each year, will be sent to shareholders and to the Irish Stock Exchange within four and six months, respectively, of the end of the period to which they relate. The most recent audited financial information for the Winton Fund will be sent, on request, to any shareholders or prospective investors.

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