AMENDED AND RESTATED

EXEMPTED LIMITED PARTNERSHIP AGREEMENT

OF

THIRD POINT ENHANCED LP

DATED JULY 31, 2018

TABLE OF CONTENTS

AMENDED AND RESTATED

EXEMPTED LIMITED PARTNERSHIP AGREEMENT

OF

THIRD POINT ENHANCED LP

THIS AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THIRD POINT ENHANCED LP, a Cayman Islands exempted limited partnership (the “ Partnership ”), is executed and delivered as a deed on July 31, 2018, with effect beginning on August 31, 2018 (the “ Effective Date ”), by and among the undersigned Persons and shall hereafter govern the Partnership. Capitalized terms used in this Agreement and not otherwise defined therein are defined in Article I .

RECITALS

WHEREAS, Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company (“ TP Re Bermuda ”), Third Point Reinsurance Ltd., a Bermuda corporation and the direct parent of TP Re Bermuda (“ Holdco ”), Third Point LLC, a limited liability company organized under the laws of the State of Delaware (together with and any successor investment manager appointed pursuant to the provisions of the Investment Management Agreement, the “ Investment Manager ”), and Third Point Advisors L.L.C., a limited liability company formed under the laws of Delaware (the “ General Partner ”), entered into a Joint Venture and Investment Management Agreement dated as of December 22, 2011 for the purpose of creating a joint venture solely with respect to the management of certain investable assets and to share in the profits and losses therefrom as provided in such Joint Venture and Investment Management Agreement (the “ Original Bermuda JV Agreement ,” and such arrangement, as amended, the “ Bermuda Joint Venture ”);

WHEREAS, the parties to the Original Bermuda JV Agreement amended and restated the Original Bermuda JV Agreement in its entirety and continued the Bermuda Joint Venture pursuant to the terms of Amended and Restated Joint Venture and Investment Management Agreement dated June 22, 2016 (the “ Amended Bermuda JV Agreement ”);

WHEREAS, Third Point Reinsurance (USA) Ltd., a Bermuda Class 4 insurance company (“ TP Re USA ”), the Investment Manager and the General Partner entered into a Joint Venture and Investment Management Agreement dated as of January 28, 2015 for the purpose of creating a joint venture solely with respect to the management of certain investable assets and to share in the profits and losses therefrom as provided in such Joint Venture and Investment Management Agreement (the “ Original USA JV Agreement ,” and such arrangement, as amended, the “ USA Joint Venture ” and, collectively with the Bermuda Joint Venture, the “ Joint Ventures ”);

WHEREAS, the parties to the Original USA JV Agreement and Third Point Re (USA) Holdings Inc. amended and restated the Original USA JV Agreement in its entirety and continued the USA Joint Venture pursuant to the terms of Amended and Restated Joint Venture and Investment

Management Agreement dated June 22, 2016 (the “ Amended USA JV Agreement ,” and together with the Amended Bermuda JV Agreement, the “ Amended JV Agreements ”);

WHEREAS, TP Re Bermuda and TP Re USA wish to transfer legal title to all of the assets and liabilities (other than the Collateral Assets and assets to maintain the Liquidity Buffer) (the “ Investable Assets ”) held in their respective Joint Ventures pursuant to the Amended JV Agreements to the Partnership;

WHEREAS, upon and in exchange for such transfer of Investable Assets, each of TP Re Bermuda and TP Re USA will receive an Interest in the Partnership and be admitted to the Partnership as a Limited Partner;

WHEREAS, the parties intend that the Partnership shall be a continuation of the tax partnership created pursuant to the Bermuda Joint Venture;

WHEREAS, the parties intend to treat the transactions completed by this Agreement as an “assets-over” partnership merger of the USA Joint Venture into the Bermuda Joint Venture in which the Bermuda Joint Venture is treated as the “continuing partnership”;

WHEREAS, the General Partner and R. Mendy Haas (the “ Initial Limited Partner ”) entered into an Initial Exempted Limited Partnership Agreement of the Partnership, dated June 25, 2018 (the “ Original Agreement ”), and registered by the General Partner as an exempted limited partnership in the Cayman Islands pursuant to the Partnership Law on June 25, 2018;

WHEREAS, the General Partner and the Initial Limited Partner wish to amend and restate the Original Agreement in its entirety and to enter into this Agreement; and

WHEREAS, the Initial Limited Partner will enter into this Agreement solely in order to withdraw from the Partnership pursuant to Section 2.8 and for no other purpose.

NOW, THEREFORE, the parties hereto hereby agree to continue the Bermuda Joint Venture in the form of the Partnership and hereby amend and restate the Original Agreement, which is replaced and superseded in its entirety by this Agreement, as follows:

Article I

Definitions

The following terms shall have the following meanings when used in this Agreement:

1.1.      “ A.M. Best ” shall mean A.M. Best & Company.

1.2.      “ Administrator ” shall mean International Fund Services (N.A.), L.L.C., or any other firm or firms as the General Partner may, in its sole discretion, select, at the expense of the Partnership, for the purpose of maintaining the Partnership’s financial, accounting and corporate books and records, anti-money laundering screening, and performing administrative and clerical services (which may include back-office and middle-office services) on behalf of the Partnership, including tax and accounting functions, and acting as the registrar, transfer agent and withdrawal agent for the Interests.

1.3.      “ Advisers Act ” shall mean the U.S. Investment Advisers Act of 1940, as amended from time to time.

1.4.      “ Affiliate ” shall mean, with respect to another Person or entity, a Person or entity controlling, controlled by, or under common control with such other Person or entity.

1.5.      “ Affiliated Fund ” shall mean any account, fund or investment vehicle (other than the Partnership) currently sponsored or managed by, or that in the future may be sponsored or managed by, the General Partner and/or the Investment Manager or any of their Affiliates, but excluding any family office, investment vehicle and/or account, in each case, through which the ultimate beneficial owners of the General Partner and the Investment Manager (either directly or indirectly through estate planning vehicles or otherwise) make personal investments.

1.6.      “ Aggregate TP Re Investment ” shall mean the aggregate of (i) the investments in the Partnership by TP Re and its Affiliates and (ii) the investments, if any, in any Relevant Affiliated Funds by TP Re and its Affiliates.

1.7.      “ Agreement ” shall mean this Amended and Restated Exempted Limited Partnership Agreement, as originally executed and as amended, modified, supplemented or restated from time to time, including any Exhibits attached hereto.

1.8.      “ Amended Bermuda JV Agreement ” has the meaning set forth in the Recitals.

1.9.      “ Amended JV Agreements ” has the meaning set forth in the Recitals.

1.10.      “ Amended USA JV Agreement ” has the meaning set forth in the Recitals.

1.11.      “ BBA Rules ” shall mean Subchapter C of Chapter 63 of the Code (Sections 6221 et seq.), as enacted by the U.S. Bipartisan Budget Act of 2015, as amended from time to time, and any Treasury Regulations and other guidance promulgated thereunder, and any similar state or local legislation, regulations or guidance.

1.12.      “ BCAR ” shall mean the A.M. Best Capital Adequacy Ratio.

1.13.      “ Beginning Value ” shall mean, with respect to any Fiscal Period, the value of the Partnership’s Net Assets at the beginning of such Fiscal Period after deduction of the Management Fee payable as of the beginning of such Fiscal Period.

1.14.      “ Bermuda Joint Venture ” shall have the meaning as set forth in the Recitals.

1.15.      “ Board ” shall mean Holdco’s board of directors unless applicable Law, regulation or securities exchange upon which TP Re’s or Holdco’s common shares are listed requires action to be taken by a committee of the Board composed of independent directors, in which case “Board” means such committee which shall consist of all members of Holdco’s board of directors that are not expressly prohibited by applicable Law, regulation or securities exchange from participating in the action to be taken by such committee.

1.16.      “ Business Day ” shall mean any day, other than Saturday or Sunday, on which the New York Stock Exchange is open for trading and the banks in New York are open for business or such other day as the General Partner may determine.

1.17.      “ Capital Account ” shall have the meaning as set forth in Section 4.1.1 hereof.

1.18.      “ Capital Contributions ” shall have the meaning as set forth in Section 3.1.3 hereof.

1.19.      “ Cause Event ” shall mean (i) a violation by the General Partner or the Investment Manager of applicable Law relating to the General Partner’s or the Investment Manager’s investment-related business, (ii) the General Partner’s or the Investment Manager’s fraud, Gross Negligence, willful misconduct or reckless disregard of any of its obligations under this Agreement or, in the case of the Investment Manager, the Investment Management Agreement, (iii) a material breach by the General Partner of this Agreement or a material breach by the Investment Manager of the Investment Management Agreement, which, if such breach is reasonably capable of being cured, is not cured within 15 days of written notice of such breach from TP Re, (iv) the General Partner, the Investment Manager or any Key Personnel settles, or is convicted of, or enters a plea of guilty or nolo contendere to, (a) in the case of Daniel S. Loeb, a felony or crime involving moral turpitude and (b) in the case of the General Partner, the Investment Manager or any Key Personnel, a felony or crime relating to or adversely affecting the investment-related business of the General Partner or the Investment Manager, (v) the General Partner, the Investment Manager or any Key Personnel commits any act of fraud, material misappropriation, material dishonesty, embezzlement, or similar fraud-based conduct relating to the General Partner’s or the Investment Manager’s investment-related business, or (vi) the General Partner, the Investment Manager or any Key Personnel is the subject of a formal administrative or other legal proceeding before the SEC, the U.S. Commodity Futures Trading Commission, FINRA, or any other U.S. or non-U.S. regulatory or self-regulatory organization, which such proceeding a majority of the Disinterested Board Members believes, in their reasonable business judgment, is likely to be resolved against the General Partner, the Investment Manager or such Key Personnel and, in the case of (i) and (vi) above, that will likely have a Material Adverse Effect on the Partnership, its investments or TP Re.

1.20.      “ Closing Day ” shall mean any day as of which Capital Contributions are accepted by the Partnership (generally the first Business Day of each calendar month).

1.21.      “ Code ” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time, and the regulations issued thereunder.

1.22.      “ Collateral Assets ” shall mean the assets held in any account set up by TP Re to hold assets that are (i) held in trust for the benefit of banks that issue letters of credit at TP Re’s instruction, (ii) held in trust for the benefit of cedants of TP Re or otherwise in support of TP Re’s reinsurance agreements, or (iii) pledged to such parties in interest.

1.23.      “ Confidential Material ” shall mean all information (oral or written) concerning the business and affairs of the Partnership, the General Partner, the Investment Manager, or any of their respective Affiliates, which information the General Partner, in its sole discretion, reasonably believes to be in the nature of trade secrets or any other information the disclosure of which the General Partner, in its sole discretion, believes is not in the best interests of the Partnership, the General Partner, the Investment Manager, or any of their respective Affiliates or their respective businesses, or could damage the Partnership, the General Partner, the Investment Manager, or any of their respective Affiliates or their respective businesses, or which the Partnership, the General Partner, the Investment Manager, or any of their respective Affiliates are required by Law or agreement with a third party to keep confidential, including any information relating to the Partnership’s financials, investment strategy ( e.g. , portfolio positions, trades and contemplated trades), valuations, the names and addresses of each of the Partners, their contact information and their initial and subsequent Capital Contributions and any details regarding any arrangement the Partnership may have with any Persons (including Other Agreements). Any and all notes, analyses, compilations, forecasts, studies or other documents prepared by a Limited Partner or its Representatives that contain, reflect, or are based on any of the foregoing shall be considered Confidential Material.

1.24.      “ CRS ” shall mean the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters – The Common Reporting Standard.

1.25.      “ Disability ” shall mean a physical or mental impairment that renders a person unable to perform the essential functions of such person’s position even with reasonable accommodation, and which has lasted at least one hundred and eighty consecutive days. A physician selected by a majority of the Disinterested Board Members shall make the determination of the existence of a Disability.

1.26.      “ Disabling Conduct ” shall mean, with respect to any Person, such Person’s fraud, reckless disregard, willful misconduct, Gross Negligence, a material breach of this Agreement or the Investment Management Agreement (unless, if such breach is reasonably capable of being cured, such material breach is cured within fifteen days of the date on which such Person receives a notice of such material breach from a Limited Partner) or a violation of Law, as each such action is finally determined by a court of competent jurisdiction.

1.27.      “ Disinterested Board Members ” shall mean the members of the Board other than any member of the Board that is employed by the Investment Manager or any of its Affiliates.

1.28.      “ Diversification Requirement ” shall have the meaning as set forth in Section 3.5(a)(iv) .

1.29.      “ Effective Date ” shall have the meaning as set forth in the Recitals.

1.30.      “ Ending Value ” shall mean, with respect to any Fiscal Period, the value of the Partnership’s Net Assets at the end of such Fiscal Period before deductions for withdrawals or distributions, if any.

1.31.      “ Entity Taxes ” shall mean any taxes (including any interest, penalties or additions to tax imposed in connection therewith or with respect thereto) imposed under the BBA Rules.

1.32.      “ ERISA ” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time.

1.33.      “ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended from time to time.

1.34.      “ Excluded Investors ” shall mean Limited Partners that are partners, members or employees of the Investment Manager, the General Partner or their Affiliates, such persons’ family members and trusts or other entities established for the benefit of such persons or their family members and/or established by the foregoing persons for charitable purposes.

1.35.      “ Exit Transaction ” means, with respect to TP Re, a dissolution, liquidation or a winding down.

1.36.      “ Expenses ” shall have the meaning as set forth in Section 8.2(a)(xix) .

1.37.      “ Exposure Multiplier ” shall have the meaning as set forth in Section 8.3.1 .

1.38.      “ Fair Value ” shall mean, with respect to any assets and liabilities held by the Partnership, as of any time of determination hereunder, the value determined pursuant to Section 4.2 .

1.39.      “ FATCA ” shall mean (i) Sections 1471 through 1474 of the Code (and any Treasury Regulations or administrative or judicial interpretations thereunder) or similar or successor provisions, (ii) the CRS, (iii) similar legislation, regulations or guidance enacted in any jurisdiction which seeks to implement similar tax reporting and/or withholding tax regimes, and (iv) any treaty, agreement with any governmental authority, or other intergovernmental agreement related to (i), (ii) or (iii) above and any legislation, regulations or guidance implemented in the Cayman Islands to give effect to the foregoing.

1.40.      “ Final Determination ” shall mean (i) with respect to U.S. federal income taxes, a “determination” (as defined in Section 1313(a) of the Code) or the execution of a settlement agreement with the Internal Revenue Service (pursuant to Form 870-AD or otherwise) and (ii) with respect to taxes other than U.S. federal income taxes, any judicial or administrative determination or settlement that is substantially similar to a Final Determination described in clause (i).

1.41.      “ FINRA ” means Financial Industry Regulatory Authority, Inc.

1.42.      “ Fiscal Period ” shall mean the period beginning on the day immediately succeeding the last day of the immediately preceding Fiscal Period (or, in the case of the Partnership’s first Fiscal Period, the date of this Agreement) and ending on the soonest occurring of the following:

(i)      the last day of a calendar month;

(ii)      the day immediately preceding the day on which a new Limited Partner is admitted to the Partnership;

(iii)      the day immediately preceding the day on which a Partner makes an additional Capital Contribution to the Partner’s Capital Account;

(iv)      the day as of which there is a withdrawal from a Partner’s Capital Account;

(v)      the date of final winding up of the Partnership in accordance with Section 9.1 of this Agreement; and

(vi)      such other date as the General Partner may determine.

1.1.      “ Fiscal Year ” shall mean the fiscal year of the Partnership, which will be the calendar year unless otherwise determined by the General Partner.

1.2.      “ Former Partner ” shall mean each such Person as hereafter from time to time ceasing to be a Partner, whether voluntarily or otherwise, in accordance with the terms of this Agreement.

1.3.      “ GAAP ” shall mean U.S. generally accepted accounting principles, in effect from time to time.

1.4.      “ General Partner ” shall have the meaning as set forth in the Recitals.

1.5.      “ Governmental Authority ” shall mean (i) any U.S. or non-U.S. nation or government, (ii) any state or other political subdivision of any such nation or government, and/or (iii) any entity exercising executive, legislative, judicial, regulatory and/or administrative functions of or pertaining to a government, including any self-regulatory authority (such as a stock or option exchange or securities self-regulatory organization), governmental authority, agency, commission, department, board or instrumentality and any court or administrative tribunal, in any case, having jurisdiction over the affected Person or the subject matter at issue.

1.6.      “ GP Transaction ” shall have the meaning as set forth in Section 8.5 hereof.

1.7.      “ Gross Negligence ” shall have the meaning given to such term under the laws of the State of Delaware.

1.8.      “ Guidelines ” shall have the meaning as set forth in Section 6.1.6 .

1.9.      “ Holdco ” shall have the meaning as set forth in the Recitals.

1.10.      “ Incentive Allocation ” shall have the meaning as set forth in Section 4.1.2.2 hereof.

1.11.      “ Indemnified Parties ” shall have the meaning as set forth in Section 6.5.2 hereof.

1.12.      “ Initial Closing Day ” shall mean the Effective Date.

1.13.      “ Initial Limited Partner ” shall have the meaning as set forth in the Recitals.

1.14.      “ Interests ” shall mean limited partner interests of the Partnership.

1.15.      “ Intra-Month Withdrawal Date ” shall have the meaning as set forth in Section 3.5(a) hereof.

1.16.      “ Investable Assets ” shall have the meaning as set forth in the Recitals.

1.17.      “ Investment Committee ” shall mean the investment committee of Holdco.

1.18.      “ Investment Company Act ” shall mean the U.S. Investment Company Act of 1940, as amended from time to time.

1.19.      “ Investment Management Agreement ” shall mean the Investment Management Agreement between the Investment Manager and the Partnership dated as of July 31, 2018, as amended, modified, supplemented or restated from time to time, pursuant to which the Investment Manager shall provide investment management services to the Partnership.

1.20.      “ Investment Manager ” shall have the meaning as set forth in the Recitals.

1.21.      “ investment-related ” shall have the meaning ascribed to such term in the Form ADV in effect as of the date hereof.

1.22.      “ IRS ” means the Internal Revenue Service of the United States.

1.23.      “ Joint Ventures ” shall have the meaning as set forth in the Recitals.

1.24.      “ Key Person Event ” shall mean (i) the death, Disability or retirement of Daniel S. Loeb or (ii) the occurrence of any other circumstance in which Daniel S. Loeb is no longer

(a) directing the investment program of the Investment Manager or (b) actively involved in the day-to-day management of the Investment Manager.

1.25.      “ Key Personnel ” shall mean Daniel S. Loeb and any other member of the Investment Manager (or, if any such members are not individuals, the individuals that are the ultimate beneficial owners of such members).

1.26.      “ Law ” shall mean any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order, treaty and/or decree of any applicable Governmental Authority.

1.27.      “ Limited Partners ” shall mean each Person admitted as a limited partner of the Partnership in accordance with this Agreement.

1.28.      “ Liquidity Buffer ” shall have the meaning set forth in Section 3.5(a)(i) .

1.29.      “ Loss Recovery Account ” shall have the meaning as set forth in Section 4.1.2.3 hereof.

1.30.      “ Loss Recovery Amount ” shall mean any positive balance in a Loss Recovery Account.

1.31.      “ Losses ” shall have the meaning set forth in Section 6.5.2 .

1.32.      “ LP Confidential Information ” shall have the meaning set forth in Section 12.2 .

1.33.      “ Majority-in-Interest ” shall mean, as of any date of determination, the Limited Partners that have in excess of fifty percent (50%) of the Partnership Percentages of the Limited Partners that are entitled to consent on a matter pursuant to the terms of this Agreement.

1.34.      “ Management Fee ” shall have the meaning as set forth in Section 8.3.1 hereof.

1.35.      “ Managing Member ” shall mean the member or members of the General Partner or the Investment Manager designated by all the members thereof, pursuant to their respective limited liability company agreements as in effect from time to time, to manage the business and affairs of the General Partner and the Investment Manager, respectively.

1.36.      “ Material Adverse Effect ” shall have the meaning as such term is interpreted under the laws of the State of Delaware.

1.37.      “ Memorandum Account ” shall have the meaning as set forth in Section 4.1.2.9 hereof.

1.38.      “ Minimum GP Holding Level ” shall have the meaning as set forth in Section 3.1.1 .

1.39.      “ More Favorable Fee Rights ” shall have the meaning as set forth in Section 8.6(a) hereof.

1.40.      “ More Favorable Investor Rights ” shall have the meaning as set forth in Section 8.6(b) hereof.

1.41.      “ More Favorable Liquidity Rights ” shall have the meaning as set forth in Section 8.6(c) hereof.

1.42.      “ Net Assets ” shall mean the excess of the Partnership’s assets over its liabilities at Fair Value.

1.43.      “ Net Capital Appreciation ” shall mean the excess, if any, of the Ending Value over the Beginning Value.

1.44.      “ Net Capital Depreciation ” shall mean the excess, if any, of the Beginning Value over the Ending Value.

1.45.      “ Net Decrease ” shall mean, for each Limited Partner with respect to any period, the excess, if any, of (i) the Net Capital Depreciation, if any, allocated to the Limited Partner’s Capital Account for such period pursuant to Section 4.1.2 , over (ii) the Net Capital Appreciation, if any, allocated to the Limited Partner’s Capital Account for such period pursuant to Section 4.1.2 .

1.46.      “ Net Increase ” shall mean, for each Limited Partner with respect to any period, the excess, if any, of (i) the Net Capital Appreciation, if any, allocated to the Limited Partner’s Capital Account for such period pursuant to Section 4.1.2 , over (ii) the Net Capital Depreciation, if any, allocated to the Limited Partner’s Capital Account for such period pursuant to Section 4.1.2 .

1.47.      “ Notice of Dissolution ” shall mean a notice of dissolution signed by the General Partner or liquidator of the Partnership pursuant to the Partnership Law.

1.48.      “ Offshore Master Fund ” shall have the meaning as set forth in Section 8.3.1 .

1.49.      “ Original Agreement ” shall have the meaning as set forth in the Recitals.

1.50.      “ Original Bermuda JV Agreement ” shall have the meaning as set forth in the Recitals.

1.51.      “ Original USA JV Agreement ” shall have the meaning as set forth in the Recitals.

1.52.      “ Other Agreements ” shall mean side letters or similar separate written agreements, the provisions of which may modify the terms of this Agreement, including any agreement with a Limited Partner that provides for special or more favorable rights.

1.53.      “ Partners ” shall mean, collectively, the Limited Partners and the General Partner, including any Persons hereafter admitted as Partners in accordance with this Agreement and excluding any Persons who cease to be Partners in accordance with this Agreement.

1.54.      “ Partnership ” shall have the meaning as set forth in the Recitals.

1.55.      “ Partnership Law ” shall mean the Exempted Limited Partnership Law (2018 Revision) of the Cayman Islands, as may be further amended from time to time and any successor Law thereto.

1.56.      “ Partnership Percentage ” shall mean a percentage established for each Partner on the Partnership’s books as of the first day of each Fiscal Period. The Partnership Percentage of each Partner for a Fiscal Period shall be determined by dividing the amount of the Partner’s Capital Account as of the beginning of the Fiscal Period by the sum of all of the Partners’ Capital Accounts as of the beginning of the Fiscal Period. The sum of the Partnership Percentages for each Fiscal Period shall equal one hundred percent (100%).

1.57.      “ Partnership Representative ” shall mean for any relevant taxable year of the Partnership to which the BBA Rules apply, the General Partner acting in the capacity of the “partnership representative” (as such term is defined under the BBA Rules) or such other Person as may be so designated by the General Partner; provided that the General Partner may not designate another Person as such without the prior written consent of TP Re.

1.58.      “ Permitted Person ” shall mean (i) TP Re Bermuda or TP Re USA, their respective direct or indirect owners and subsidiaries or (ii) Holdco and its direct or indirect subsidiaries.

1.59.      “ Person ” shall mean a natural person, partnership, limited liability company, corporation, unincorporated association, joint venture, trust, state or any other entity or any governmental agency or political subdivision thereof.

1.60.      “ Purchase Price ” shall have the meaning as set forth in Section 4.1.2.9 hereof.

1.61.      “ Registrar ” shall mean the Cayman Islands Registrar of Exempted Limited Partnerships appointed pursuant to the Partnership Law.

1.62.      “ Relevant Affiliated Fund ” shall mean any Affiliated Fund pursuing a substantially similar investment program as the Partnership.

1.63.      “ Representatives ” shall mean a Limited Partner’s directors, officers, employees, advisers, consultants, auditors, accountants, partners, members, Affiliates, or agents, or any Affiliates of the foregoing.

1.64.      “ SEC ” shall mean the U.S. Securities and Exchange Commission.

1.65.      “ Security ” or “ Securities ” shall mean capital stock, depositary receipts, shares of investment companies and mutual funds of all types, currencies, preorganization

certificates and subscriptions, interests in REITs, swaps, warrants, bonds, notes, debentures (whether subordinated, convertible or otherwise), commercial paper, certificates of deposit, bankers’ acceptances, trade acceptances, contract and other claims, executory contracts, participations therein, trust receipts, obligations of the United States, any state thereof, non-U.S. governments and instrumentalities of any of them, shares of beneficial interest, partnership interests and other securities of whatever kind or nature of any Person, corporation, government or entity whatsoever, whether or not publicly traded or readily marketable, loans, credit paper, accounts and notes receivable and payable held by trade or other creditors, any interest in any security, or any rights and options relating thereto, including put and call options and any combination thereof (written by the Partnership or others), and commodities and commodity contracts, including futures contracts and options thereon.

1.66.      “ Special Purpose Vehicle ” shall have the meaning as set forth in Section 6.1.1(b) hereof.

1.67.      “ Statement ” shall mean the statement of registration filed by the General Partner on behalf of the Partnership with the Registrar in the Cayman Islands pursuant to Section 7 of the Partnership Law.

1.68.      “ Subscription Agreement ” shall mean the subscription agreement (including any schedule, exhibit or appendix thereto and any investor questionnaire attached to such subscription agreement as completed by each Limited Partner, together with any other information, representations, warranties, and documentation provided from time to time by the Limited Partner) between each Limited Partner and the Partnership pursuant to which such Limited Partner has subscribed for and purchased Interests.

1.69.      “ Tax Matters Partner ” shall mean for any taxable year of the Partnership subject to the TEFRA Rules, the General Partner acting in the capacity of the “tax matters partner” of the Partnership (as such term was defined in Section 6231(a)(7) of the Code under the TEFRA Rules).

1.70.      “ Tax Proceeding ” shall have the meaning as set forth in Section 4.1.6(b) .

1.71.      “ Tax Treatment ” shall have the meaning as set forth in Section 4.1.6(a) .

1.72.      “ Taxable Year ” shall mean the Partnership’s taxable year for U.S. federal income tax purposes, as determined pursuant to Section 706 of the Code.

1.73.      “ TEFRA Rules ” shall mean Subchapter C of Chapter 63 of the Code (Sections 6221 through 6234), as enacted by the U.S. Tax Equity and Fiscal Responsibility Act of 1982, as amended from time to time, and Treasury Regulations and other guidance promulgated thereunder, and any similar state or local legislation, regulations or guidance; provided , however , that the TEFRA Rules shall not include the BBA Rules.

1.74.      “ Termination Event ” shall have the meaning as set forth in Section 7.3 hereof.

1.75.      “ Third Point Parties ” shall mean the General Partner, the Investment Manager and their respective Affiliates.

1.76.      “ TP Re ” shall mean, individually or collectively as the context requires, TP Re Bermuda and TP Re USA.

1.77.      “ TP Re Bermuda ” shall have the meaning as set forth in the Recitals.

1.78.      “ TP Re USA ” shall have the meaning as set forth in the Recitals.

1.79.      “ Trademark License Agreements ” shall mean, collectively, the trademark license agreements entered into on December 22, 2011 among the Investment Manager, Holdco and TP Re, and the Joinder Agreement entered into on February 17, 2016 among TP Re, the Investment Manager and Third Point Re (USA) Holdings Inc, as each may be amended, modified, supplemented or restated from time to time.

1.80.      “ Transaction Fees ” shall have the meaning as set forth in Section 8.4 hereof.

1.81.      “ Transfer ” shall mean any transaction by which a Partner may directly, indirectly or synthetically transfer, pledge, charge (or otherwise create a security interest in), assign, hypothecate, sell, convey, exchange, reference under a derivatives contract or any other arrangement or otherwise dispose of all, or any portion, of its interest, or the economic or non-economic rights in its interest, to any other beneficial owner or other Persons.

1.82.      “ Treasury Regulations ” shall mean the regulations promulgated under the Code.

1.83.      “ UCC ” shall mean a committee elected by the General Partner comprised of one or more persons unaffiliated with the General Partner. Each person serving on the UCC shall be appointed until such person resigns or is otherwise removed or replaced by the General Partner in its sole discretion. From time to time, the General Partner may elect additional persons to serve on the UCC.

1.84.      “ Unrestricted Partner ” shall have the meaning as set forth in Section 4.1.2.8 hereof.

1.85.      “ USA Joint Venture ” shall have the meaning as set forth in the Recitals.

1.86.      “ Valuation Policy ” shall have the meaning as set forth in Section 4.2.1 hereof.

ARTICLE II     

Formation of Partnership

Section 2.1      Formation of the Partnership . The Partnership was formed pursuant to the Original Agreement and was registered as an exempted limited partnership under the Partnership Law by the General Partner pursuant to a Statement filed with the Registrar on June 25, 2018. Such action is hereby ratified and confirmed in all respects.

Section 2.2      Partnership Name and Address . The name of the Partnership is “Third Point Enhanced LP.” The General Partner may change the name of the Partnership with the prior written consent of TP Re. The principal office of the Partnership is located at 390 Park Avenue, New York, New York 10022, or at such other location as the General Partner in the future may designate.

Section 2.3      Registered Agent and Registered Office . The Partnership’s registered office in the Cayman Islands is located at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands. The name of its registered agent at such address is Walkers Corporate Limited.

Section 2.4      Registration as Exempted Limited Partnership . The General Partner shall make such filings with the Registrar in the Cayman Islands as are necessary to continue the registration of the Partnership as an exempted limited partnership under the Partnership Law.

Section 2.5      Purposes .

(a)      The Partnership is organized as a continuation of the Bermuda Joint Venture for the purposes of investing all of the Investable Assets of TP Re pursuant to the Guidelines and engaging in all activities and transactions as the General Partner may deem necessary or advisable in connection with the foregoing purpose, including to do such acts as are necessary or advisable in connection with the maintenance and administration of the Partnership. The Partnership may invest all or a portion of its investable capital through one or more Special Purpose Vehicles (which in turn will invest in Securities).

(b)      The parties hereto acknowledge that they intend that each of the Joint Ventures and the Partnership, as a continuation of the Bermuda Joint Venture, be taxed as a partnership and not as an association taxable as a corporation for U.S. federal income tax purposes. No election may be made to treat the Joint Ventures or the Partnership as other than a partnership for U.S. federal income tax purposes.

Section 2.6      Term of the Partnership . The term of the Partnership shall continue until the first of the following events occurs:

(a)      at any time, upon the written consent of all the Limited Partners and the General Partner;

(b)      within sixty (60) days of the dissolution, entry of an order for relief or filing of a bankruptcy petition or withdrawal of the General Partner, unless within such sixty (60) days not less than a Majority-in-Interest of the then-Limited Partners appoint a successor general partner and elect to continue the business of the Partnership; or

(c)      subject to the foregoing, any other event causing the mandatory winding up and dissolution of the Partnership under the laws of the Cayman Islands.

At the end of its term, the Partnership shall be wound up and dissolved pursuant to Article IX .

Section 2.7      Interests . The Partnership, in the General Partner’s sole discretion, may in the future offer Interests and/or establish classes, sub-classes, series, tranches or lots, in any case, with different offering terms including with respect to, among other things, the Incentive Allocation, Management Fees, withdrawal rights, minimum and additional subscription amounts, portfolios, denomination of currencies, informational rights and other rights.

Section 2.8      Withdrawal of Initial Limited Partner . The Initial Limited Partner (a) shall withdraw as a limited partner from the Partnership on the Effective Date by the other parties hereto and the admission of one or more Limited Partners and (b) executes this Agreement exclusively in order to confirm his withdrawal from the Partnership. The Initial Limited Partner shall thereafter have no further rights, liabilities or obligations under or in respect of this Agreement. The Partners hereby expressly ratify any and all actions taken by the Initial Limited Partner for or on behalf of the Partnership on or prior to the date hereof, and shall exculpate and indemnify the Initial Limited Partner therefor in accordance with the provisions of Section 6.5 .

ARTICLE III     

Contributions to and Withdrawals from Capital Accounts

Section 3.1      Contributions of the Partners .

3.1.1      The General Partner shall maintain its Capital Account with the Partnership at all times at a level equal to at least ten percent (10%) of the aggregate of all Partners’ Capital Accounts (the “ Minimum GP Holding Level ”). Prior to or contemporaneous with accepting any Capital Contributions from prospective or existing Limited Partners as of any Closing Day, the General Partner shall make additional Capital Contributions in such amounts so that its Capital Account satisfies the Minimum GP Holding Level, as adjusted based on the expected aggregate of all Partners’ Capital Accounts after giving effect to such prospective or existing Partners’ Capital Contributions. The General Partner shall provide TP Re with information concerning the balance of the General Partner’s Capital Account upon reasonable request.

3.1.2      On the Initial Closing Day, TP Re shall make an initial Capital Contribution to the Partnership consisting of its Investable Assets and shall be admitted as a Limited Partner. Subject to the requirements of Section 3.1.1 , the General Partner shall have the right, but not the obligation (except as set forth in Section 3.5(h) ), in its sole discretion, to admit additional Limited Partners that are Excluded Investors to the Partnership or accept additional Capital Contributions from the Partners as of any Closing Day.

3.1.3      Other than the contributions of Investable Assets by TP Re on the Initial Closing Day, contributions to the Partnership’s capital (“ Capital Contributions ”) made by Limited Partners shall take the form of cash. The General Partner may, in its sole discretion, however, permit Limited Partners to contribute marketable Securities to the Partnership, subject to terms and conditions determined by the General Partner in its sole discretion. In the event that an existing Partner makes an additional Capital Contribution and/or the General Partner offers new Interests and/or create new classes, sub-classes, series, tranches or lots pursuant to Section 2.7, the General Partner may create additional Capital Accounts to properly account for such additional Capital Contributions, any new Interests offered, classes, sub-classes, series, tranches or lots created and/or for purposes of determining the terms applicable to the Interests, including terms relating to withdrawals set forth in this Agreement.

Section 3.2      No Interest and No Return . Except as provided in this Agreement or by Law, no Partner shall have any right to demand or receive the return of its Capital Contribution to the Partnership. Except as provided in this Article III , no Partner shall be entitled to interest on any Capital Contribution to the Partnership or on the Partner’s Capital Account.

Section 3.3      No Required Additional Capital Contributions . Except as required under the Partnership Law and pursuant to Section 3.8 , Section 6.1.3 and Section 6.7.2 , no Limited Partner shall be required to make any additional capital contributions to the Partnership.

Section 3.4      Withdrawals in General . The Interest of a Limited Partner may not be withdrawn prior to termination of the Partnership except as provided in this Article III and Section 6.9 .

Section 3.5      Permitted Withdrawals from Capital Accounts .

(a)      TP Re may withdraw all or a portion of its Capital Account balance from the Partnership effective as of any calendar month end or at the close of business on each Wednesday during a month (or if a particular Wednesday is not a Business Day, the immediately preceding Business Day) (each such Wednesday or immediately preceding Business Day, an “ Intra-Month Withdrawal Date ”):

(i)      upon not less than three Business Days’ prior written notice to the General Partner, only to the extent required to pay claims of cedants under TP Re’s reinsurance agreements that are either currently outstanding or expected to occur over the upcoming month, but only to the extent other funds of TP Re are not available for such purpose; provided that a liquidity buffer (“ Liquidity Buffer ”) of up to $25 million (with respect to TP Re Bermuda) or $10 million (with respect to TP Re USA) (or, in each case, such other amount as may be mutually agreed in writing between the General Partner and such Limited Partner) shall not be considered as funds otherwise available for such purpose;

(ii)      upon not less than five Business Days’ prior written notice to the General Partner, only to the extent required to pay for reasonable operating expenses of TP Re or to support any obligations of TP Re under any borrowing arrangements or credit facilities (other than any obligations pursuant to Section 3.5(a)(i) ) of TP Re that are either currently outstanding or expected to occur over the upcoming month, but, in each case, only to the extent other funds of TP Re are not available for such purpose; provided that the funds retained as the Liquidity Buffer shall not be considered as funds otherwise available for such purpose;

(iii)      upon not less than thirty days’ prior written notice to the General Partner in connection with an Exit Transaction, such withdrawal to be effective no later than, and conditioned upon, the approval and commencement of the contemplated Exit Transaction;

(iv)      upon not less than three Business Days’ prior written notice to the General Partner, only in the event (A) TP Re determines a withdrawal is necessary to maintain its BCAR above the minimum level approved by the Board or to otherwise prevent a negative credit rating action by A.M. Best which may include, but is not limited to, a rating downgrade, the assignment of a “Negative Outlook” or the placement of TP Re “Under Review With Negative Implications” or (B) TP Re determines a withdrawal is necessary to diversify its assets pursuant to, or to avoid any non-compliance with or adverse consequences of, any Law, order or regulation promulgated by a Governmental Authority (any such Law, order or regulation, a “ Diversification Requirement ”), in each of clauses (A) and (B), only to the extent the Disinterested Board Members deem it reasonable to maintain TP Re’s then existing BCAR or financial strength rating from A.M. Best or to otherwise prevent a negative credit rating action by A.M. Best, or take any such action considering a Diversification Requirement, as the case may be; provided that (1) TP Re will withdraw the minimum amount necessary under (A) or (B); (2) in the case of (A), TP Re will reinvest the withdrawn funds in the Partnership when and if TP Re’s BCAR increases above the minimum level approved by the Board and such reinvestment will not, in the judgment of the Disinterested Board Members, either potentially lead to a negative rating action by A.M. Best or adversely affect the potential reversal of a previous negative rating action by A.M. Best and (3) if the Investment Manager is capable of managing a portion of the assets that would otherwise be withdrawn pursuant to (A) and (B) above, then the Investment Manager shall have the option to match any lower fee structure that has been offered to TP Re for the management of such assets, in which case such assets shall continue to be managed by the Investment Manager in a manner consistent with the maintenance of BCAR, the requirements described in such notification from A.M. Best or the avoidance of non-compliance with, or adverse consequences of, any Diversification Requirement; provided , however , that TP Re agrees to seek Board approval for any new lines of business, material changes to the composition of lines of business or material increases in premium volume that would, independent of other factors, increase the likelihood of non-compliance with, or adverse consequences of, a Diversification Requirement. To the extent that there is a withdrawal from the Partnership as a result of this Section 3.5(a)(iv) , TP Re will present to the Board, or a committee thereof, on a monthly basis, an analysis of other possible solutions, corporate actions, or other remedies to achieve an acceptable BCAR score or to address ramifications of any Diversification Requirement such that funds may be re-contributed to the Partnership;

(v)      with respect to TP Re Bermuda, upon not less than three Business Days’ prior written notice to the General Partner, only to the extent required to fund a share repurchase plan under which Holdco may effect purchases for cash from time to time of Holdco’s common shares; provided that the amount of shares repurchased by Holdco (whether through the use of proceeds withdrawn from the Partnership or proceeds obtained from any other source) shall be limited to, (A) during any calendar year, ten percent of Holdco’s total shareholders’ equity as of the end of the immediately preceding calendar year in the aggregate and (B) $500 million in the aggregate during the five year period from the date hereof; provided further that not more than $200 million shall be purchased at or over the book value of such common shares at the time of such purchase; provided further that any shares purchased over the book value of such common shares at the time of such purchase must be approved unanimously by the Disinterested Board Members after consultation with the Investment Manager; provided further , for purposes of computing the limitations set forth in the foregoing clauses (A) and (B) for the calendar year ended December 31, 2018, any withdrawals made by TP Re Bermuda during such calendar year of its investment in the Bermuda Joint Venture pursuant to Section 6.2(a)(v) of the Amended Bermuda JV Agreement shall be considered a withdrawal hereunder for purposes of determining whether such limitations have been met;

(vi)      with respect to TP Re USA, upon not less than ten Business Days’ prior written notice to the General Partner, only to the extent required to fund a dividend payable directly or indirectly to Holdco; it being understood that , the requirement to fund (or the funding of) such dividend pursuant to this clause  Section 3.5(a)(vi) shall not waive or otherwise modify TP Re’s (or any of its Affiliate’s) obligations under Section 6.1.3 ;

(vii)      upon not less than ten Business Days’ prior written notice to the General Partner, only to the extent required to directly or indirectly contribute capital to or otherwise fund any direct or indirect subsidiaries of Holdco; provided that such direct or indirect subsidiary becomes party to this Agreement or a similar agreement and the creation of such subsidiary will not result in a substantial reduction in assets related to Holdco managed by the General Partner or its Affiliates;

(viii)      at the sole discretion of a majority of the Disinterested Board Members, upon not less than thirty days’ prior written notice to the General Partner in the event that the net investment performance of the Partnership has (A)(1) incurred a loss in two successive calendar years and (2) underperformed the S&P 500 Index by at least 1,400 basis points (14 pts) for such two successive calendar years, taken as a whole, or (B)(1) incurred a cumulative loss of 14% or more during any 24-month period and (2) underperformed the S&P 500 Index by at least 2,100 basis points (21 pts) for such 24-month period; provided that the Limited Partner may only provide such written notice of withdrawal to the General Partner within three months following the end of such second calendar year or 24-month period, as applicable; provided further , that, to the extent necessary for purposes of assessing performance for two successive calendar years or for any 24-month period, as the case may be, in accordance with this Section 3.5(a)(viii) , the prior performance of the Joint Ventures for such relevant periods shall be taken into account (in which case, for purposes of determining whether TP Re is entitled to withdraw from the Partnership pursuant to this Section 3.5(a)(viii) , the performance of the Joint Venture and the Partnership shall be evaluated using blended rates based on the numerical thresholds in this Section 3.5(a)(viii) and the corresponding numerical thresholds set forth in Section 6.2(a)(vii) of the JV Agreements);

(ix)      at the sole discretion of a majority of the Disinterested Board Members, upon not less than five days’ prior written notice to the General Partner following the occurrence of any Cause Event;

(x)      upon not less than six months’ prior written notice to the General Partner, on (i) December 31, 2021 and (ii) thereafter, each successive three year anniversary of such date; provided that any withdrawal pursuant to this Section 3.5(a)(x) must be a withdrawal of all of TP Re’s Capital Account; or

(xi)      at the sole discretion of a majority of the Disinterested Board Members, upon not less than five days’ prior written notice to the General Partner in the event that the General Partner’s Capital Account ceases to meet the Minimum GP Holding Level. TP Re’s withdrawal right under this Section 3.5(a)(xi) shall be limited to such amount as is necessary so that the General Partner’s Capital Account meets the Minimum GP Holding Level immediately following such withdrawal.

(b)      Notwithstanding Section 6.1.3 or anything to the contrary in this Agreement, in the event of a withdrawal by TP Re pursuant to Section 3.5(a)(viii) , Section 3.5(a)(ix) , Section 3.5(a)(xi) or Section 6.9 , TP Re shall have the right to place any withdrawn assets with any investment advisor other than the Investment Manager or its Affiliates (including, but not limited to, in any similar arrangement as its investment in the Partnership), as may be determined by TP Re in its sole discretion; provided , that prior to placing any such withdrawn assets with any such investment advisor, TP Re and the General Partner hereby agree to work together in good faith to discuss alternative arrangements so that TP Re would continue to have its assets managed by the Investment Manager or its Affiliates.

(c)      If a Limited Partner makes a withdrawal effective as of an Intra-Month Withdrawal Date, then, (i) if there is a Net Capital Appreciation during the calendar month during which the Intra-Month Withdrawal Date occurs, then, notwithstanding anything to the contrary herein including the definition of “Fiscal Period,” the definition of “Partnership Percentages” or Section 4.1.2.1 , the Partnership Percentages of all Partners shall be determined based on the Capital Account balance of all Partners as of the beginning of such calendar month, after reducing such Limited Partner’s Capital Account balance by the amount withdrawn during such month (thereby reducing such Limited Partner’s Partnership Percentage for such month and consequently its participation in the Net Capital Appreciation during such month), and (ii) if there is Net Capital Depreciation during the calendar month during which the Intra-Month Withdrawal Date occurs, then, notwithstanding anything to the contrary herein including the definition of “Fiscal Period,” the definition of “Partnership Percentages” or Section 4.1.2.1 , the Partnership Percentages of all Partners shall be determined based on the Capital Account balance of all Partners as of the beginning of such calendar month for that entire month (thereby ignoring and not giving effect to the change in Partnership Percentages during such month that would have otherwise been necessitated by clause (iv) of the definition of “Fiscal Period,” and consequently, increasing such Limited Partner’s participation in the Net Capital Depreciation during such month). For illustrative purposes, an example of different scenarios appears in Schedule A.

(d)      The General Partner and Excluded Investors shall have the right to withdraw amounts from their Capital Accounts at any time; provided that the General Partner shall not withdraw any amount that would cause it to breach the requirements set forth in Section 3.1.1 . The General Partner shall promptly notify TP Re in writing at least five Business Days prior to making any withdrawal from the Partnership.

(e)      The right of any Limited Partner to withdraw or of any Limited Partner to have distributed an amount from its Capital Account pursuant to the provisions of this Section 3.5 is subject to Section 3.7 and the provision by the General Partner for all Partnership liabilities and reserves established under Section 4.3 .

(f)      With respect to any amounts withdrawn, a withdrawing Limited Partner does not share in the income, gains and losses resulting from the Partnership’s activities or have any other rights or obligations as a Limited Partner after the effective date of its withdrawal except as provided in Section 4.3 , Section 6.7.2 and Section 13.2 .

(g)      In the event that a Limited Partner shall have withdrawn from the Partnership in full pursuant to Section 3.5 (other than in connection with Section 3.5(a)(iv) ) or Section 6.9 , (i) such Limited Partner shall no longer be considered a Limited Partner from and after the date of such complete withdrawal, and (ii) the provisions of this Agreement shall no longer apply to such Limited Partner (except those provisions which by their terms apply to Limited Partner following their withdrawal).

(h)      In the event that TP Re requests a full withdrawal from the Partnership, (i) at least one Excluded Investor shall maintain a Capital Account balance of at least $1.00 until after such time as TP Re has fully withdrawn from the Partnership, or (ii) if there are no Limited Partners other than TP Re at the time of TP Re’s withdrawal request, then the General Partner shall cause at least one Excluded Investor to be admitted to the Partnership as a Limited Partner and cause such Excluded Investor to maintain a Capital Account balance of at least $1.00 until after such time as TP Re has fully withdrawn from the Partnership.

Section 3.6      Payment of Withdrawal Proceeds .

(a)      Withdrawal proceeds shall generally be paid to the withdrawing Limited Partner in cash by wire transfer or such other permissible method. Withdrawal proceeds in respect of any withdrawal shall be paid within 10 Business Days following the applicable withdrawal date or as soon as practicable thereafter.

(b)      The General Partner shall make all reasonable efforts to make distributions in cash in connection with a Partner’s withdrawal of capital from the Partnership or otherwise. Notwithstanding the foregoing, in the unlikely event that the General Partner determines, in its sole discretion, that it is unable to liquidate a sufficient portion of the Partnership’s portfolio in order to satisfy any distribution to the Partners in full and in cash without materially adversely affecting the Affiliated Funds, then the General Partner may, in its sole discretion, make distributions in kind and choose which Securities or other assets or liabilities of the Partnership to distribute in kind. If the Partnership proposes to make a distribution in kind, unless a Partner consents, and subject to Sections 4.1.2.8 and 4.1.2.9 , such distribution will include no more of any particular Security or other asset or liability than the Partner’s share of such Security or asset or liability determined on a pro rata basis based on such Partner’s Partnership Percentage ( i.e. , as if determined on a “look-through” basis). Subject to Sections 4.1.2.8 and 4.1.2.9 , in the event that a Partner consents to receiving a distribution in-kind that is greater than its pro rata share of such Security or asset or liability based on such Partner’s Partnership Percentage, then such non pro rata distribution in-kind will only be made if the Partnership is not materially adversely affected by such distribution in-kind.

(c)      If a distribution is made in kind in connection with a Partner’s withdrawal of capital from the Partnership, then on the withdrawal date, the General Partner shall (i) determine the Fair Value of such in-kind proceeds and adjust the Capital Accounts of all Partners upwards or downwards to reflect the difference between the book value and the Fair Value thereof, as if such gain or loss had been recognized upon an actual sale of such in-kind proceeds on such date and allocated pursuant to Section 4.1.2 and (ii) reduce the Capital Account(s) of the distributee Partner by the Fair Value of such in-kind proceeds distributed (or to be distributed) to such Partner. In kind distributions made pursuant to Section 3.6(b) , this Section 3.6(c) or Section 9.1 may be comprised of, among other things, interests in trading vehicles or Special Purpose Vehicles holding the actual investment or participations in the actual investment or participation notes (or similar derivative instruments), which provide a return with respect to certain Securities or other assets or liabilities of the Partnership. The holders of interests in a Special Purpose Vehicle shall bear the expenses of such Special Purpose Vehicle.

Section 3.7      Limitations on Withdrawal .

3.7.1      No Partner may withdraw any amounts from its Capital Account in excess of the positive balance of its Capital Account.

3.7.2      Any of the conditions relating to withdrawals pursuant to the provisions of this Article III or otherwise as set out in this Agreement (including the notice periods and lock-up periods) may, in good faith and in a manner that is not materially prejudicial to the Partnership, be waived or reduced by the General Partner, in its sole discretion, from time to time, subject to such terms and conditions deemed appropriate to the General Partner, with respect to one or more Limited Partners without notice to, or the consent of, the other Limited Partners.

Section 3.8      Withholding Taxes . The General Partner may withhold taxes from any distribution in respect of withdrawal proceeds or with respect to any allocation to any Partner or otherwise with respect to any Partner or Former Partner to the extent required by the Code or any other applicable Law. If the amount of such taxes is greater than such Capital Account balance and/or any such distributable amounts, then such Partner or Former Partner shall pay the amount of such excess to the Partnership. Neither the Partnership nor the General Partner shall be liable for any excess withholding tax withheld (directly or indirectly) in respect of any Partner or Former Partner, and, in the event of over-withholding, a Partner or Former Partner’s sole recourse shall be to apply for a refund from the appropriate taxing authority.

ARTICLE IV     

Capital Accounts and Allocations

Section 4.1      Capital Accounts .

4.1.1      A “ Capital Account ” shall be established for each Partner as of the first day of each Fiscal Period. For the Fiscal Period during which a Partner is admitted to the Partnership, the Partner’s Capital Account will initially equal the Partner’s initial Capital Contribution. For each Fiscal Period after the Fiscal Period in which a Partner is admitted to the Partnership, the Partner’s Capital Account will initially equal the sum of the amount of the Partner’s Capital Account as finally adjusted for the immediately preceding Fiscal Period in accordance with the provisions of this Article IV of the Agreement, increased by the amount of any additional Capital Contribution made by the Partner as of the first day of the Fiscal Period and reduced by (i) the amount of any withdrawal made by the Partner pursuant to Article III and Section 6.9 of this Agreement and (ii) the Management Fee charged to the Partner’s Capital Account.

In the event that a Partner Transfers its Interest in accordance with the provisions of Section 7.4 of this Agreement, the purchaser, assignee or successor‑in‑interest will acquire the Capital Account (or the portion of the Capital Account attributable to the Interest conveyed) regardless of whether the purchaser, assignee or successor‑in‑interest becomes a Partner.

4.1.2      Allocation of Net Capital Appreciation or Net Capital Depreciation .

4.1.2.1      At the end of each Fiscal Period, the Capital Account of a Partner (including the General Partner) for such Fiscal Period shall be adjusted by crediting (in the case of Net Capital Appreciation) or debiting (in the case of Net Capital Depreciation) the Net Capital Appreciation or Net Capital Depreciation, as the case may be, to the Capital Accounts of all of the Partners (including the General Partner) in proportion to their respective Partnership Percentages.

4.1.2.2      Subject to Section 4.1.2.3 and Section 4.1.2.7 , at the end of each Fiscal Year of the Partnership, twenty percent (20%) of the result of (x) the Net Increase, if any, allocated to a Limited Partner’s Capital Account for such Fiscal Year, minus (y) the Management Fee debited from such Capital Account for such Fiscal Year, minus (z) such Partner’s Loss Recovery Account balance for such Fiscal Year, shall be reallocated to the General Partner (the “ Incentive Allocation ”). The General Partner, in its sole discretion, may elect to reduce, waive or calculate differently the Incentive Allocation, with respect to any Limited Partner.

4.1.2.3      There shall be established on the books of the Partnership for the Capital Account of each Limited Partner a memorandum loss recovery account (a “ Loss Recovery Account ”), the opening balance of which shall initially be zero or, if applicable, such greater value as provided under Section 4.1.2.5(ii) . At each date that an Incentive Allocation with respect to a Capital Account is to be determined, the balance in the Loss Recovery Account attributable to such Capital Account shall be adjusted as follows: FIRST , if, in the aggregate, Net Decrease has been allocated to such Capital Account since the immediately preceding date as of which a calculation of an Incentive Allocation was made (other than an Incentive Allocation made upon a withdrawal prior to the end of the Fiscal Year), (or if no calculation has yet been made with respect to such Capital Account, since it was established), there shall be added to such Loss Recovery Account an amount equal to such Net Decrease; and SECOND , if there is Net Increase (before any Incentive Allocation) with respect to such Capital Account in a Fiscal Year, any Loss Recovery Amount carried over to that year will be reduced (but not below zero) by the amount of such Net Increase. Solely for purposes of this Section 4.1.2.3 , in determining the Loss Recovery Account attributable to a Capital Account, Net Increase and Net Decrease for any applicable period generally shall be calculated by taking into account the amount of the Management Fee, if any, deducted from such Capital Account for such period.

4.1.2.4      In the event that a Limited Partner with an unrecovered balance in a Loss Recovery Account withdraws all or a portion of such Capital Account, the unrecovered balance in such Loss Recovery Account and any Net Decrease for the current Fiscal Year (not yet taken into account in computing the Loss Recovery Account) shall be reduced as of the beginning of the next Fiscal Period by an amount equal to the product obtained by multiplying the balance in such Limited Partner’s Loss Recovery Account by a fraction, the numerator of which is the amount of the withdrawal made by such Limited Partner as of the last day of the prior Fiscal Period and the denominator of which is the balance in such Limited Partner’s Capital Account as of the last day of the prior Fiscal Period (prior to the withdrawal made by the Partner as of the last day of the Fiscal Period). Additional Capital Contributions shall not affect any Partner’s Loss Recovery Account.

4.1.2.5      The Capital Contribution by TP Re of all Investable Assets from the Joint Ventures to the Partnership on the Initial Closing Day shall not be considered a withdrawal and contribution with respect to the determination of the Incentive Allocation. Likewise, except as provided in this Section 4.1.2.5 , the Loss Recovery Account shall not be adjusted in connection with the contribution of the Investable Assets made on such date. However, with respect to each of TP Re Bermuda and TP Re USA, (i) the determination of Incentive Allocation for the calendar year ending December 31, 2018, shall be calculated based on the aggregate performance of such Limited Partner’s Joint Venture (but disregarding the Collateral Assets held in each Joint Venture) and the applicable performance of each of their respective Capital Accounts during the calendar year ending December 31, 2018 ( i.e. , January 1 – December 31, 2018), and (ii) if, at the time of such Limited Partner’s Capital Contribution of Investable Assets to the Partnership, the “Loss Recovery Accounts” (as defined under the applicable Amended JV Agreement) associated with the Investable Assets being contributed by such Limited Partner has a positive balance, the balance of the Limited Partner’s Loss Recovery Account shall be credited with such amount at such time.

4.1.2.6      In the event that the Partnership is dissolved on a date other than at the end of a Fiscal Year, then, for purposes of determining the Incentive Allocation, Net Increase and Net Decrease, as the case may be, shall be determined through the termination date as if such date were the end of the Fiscal Year.

4.1.2.7      If a Limited Partner withdraws all or a portion of its Capital Account on a date other than at the end of a Fiscal Year, then Net Increase and Net Decrease, as the case may be, allocable to such Capital Account shall be determined through the withdrawal date as if such date were the end of the Fiscal Year, and an Incentive Allocation with respect to the portion of the Capital Account withdrawn shall be allocated as if such withdrawal date were the end of a Fiscal Year.

4.1.2.8      In the event the General Partner determines that, based upon any tax, regulatory or other considerations as to which the General Partner and any Limited Partner agree, such Partner should not participate (or should be limited in its participation) in the Net Capital Appreciation or Net Capital Depreciation, if any, attributable to trading in any Security, type of Security or any other transaction, the General Partner may allocate such Net Capital Appreciation or Net Capital Depreciation only to the Capital Accounts of Partners to whom such considerations or reasons do not apply (or may allocate to the Capital Account to which such considerations or reasons apply, the portion of such Net Capital Appreciation or Net Capital Depreciation attributable to such Capital Account’s limited participation in such Security, type of Security or other transaction). In addition, if for any of the reasons described above, the General Partner determines that a Partner should have no interest whatsoever in a particular Security, type of Security or transaction, then, subject to such Partner’s consent (which shall not be required for a Security, type of Security or transaction that could generate income that is effectively connected with the conduct of a trade or business in the United States (including U.S. real estate assets) and can be specially allocated pursuant to Section 6.1.2(b) ), the interests in such Security, type of Security or transaction may be set forth in a separate memorandum account in which only the Partners having an interest in such Security, type of Security or transaction (any such Partner, for such Security, type of Security or transaction, being referred to as an “ Unrestricted Partner ”) shall have an interest and the Net Capital Appreciation and Net Capital Depreciation for each such memorandum account shall be separately calculated.

4.1.2.9      At the end of each Fiscal Period during which a memorandum account created pursuant to Section 4.1.2.8 (a “ Memorandum Account ”) was in existence (or during which an interest in particular Securities was otherwise allocated away from one or more Limited Partners), the Capital Account of each Unrestricted Partner may be debited pro rata in accordance with the Capital Accounts of all Unrestricted Partners at the opening of such Fiscal Period in an amount equal to the interest that would have accrued on the amount used to purchase the Securities attributable to the Memorandum Account (the “ Purchase Price ”) had the Purchase Price earned interest at the rate per annum being paid by the Partnership from time to time during the applicable Fiscal Period for borrowed funds, or, if funds have not been borrowed by the Partnership during such Fiscal Period, at the interest rate per annum that the General Partner determines would have been paid if funds had been borrowed by the Partnership during such Fiscal Period. The amount so debited shall then be credited to the Capital Accounts of all of the Partners in accordance with their Partnership Percentages.

4.1.2.10      The General Partner may elect to have the Incentive Allocation reallocated to it (or to any of its Affiliates) at the level of any Special Purpose Vehicle through which the investment program of the Partnership is being effectuated without receiving consent from existing Limited Partners, for so long as such election does not result in any material adverse consequences to the Limited Partners.

4.1.3      Amendment of Incentive Allocation . The General Partner shall have the right to amend, without the consent of the Limited Partners, Section 4.1.2 so that the Incentive Allocation therein provided conforms to any applicable requirements of the SEC and other regulatory authorities or to address any change in Law that affects the tax treatment of the Incentive Allocation or any income allocated to the General Partner, its Affiliates or any Person providing management and/or administrative services to the Partnership; provided , however , that no such amendment shall increase the Incentive Allocation that otherwise would be made with respect to a Capital Account or result in any material adverse consequences to the Limited Partners. The Partnership shall not bear any expenses related to effecting any changes to the provisions relating to the Incentive Allocation as provided in this Section 4.1.3 .

4.1.4      Allocations for Tax Purposes .

4.1.4.1      For each fiscal year, items of income, deduction, gain, loss or credit shall be allocated for U.S. federal income tax purposes among the Partners in such manner as the General Partner, in its discretion, determines reasonably reflects amounts credited or debited to each Partner’s Capital Account for the current and prior fiscal years (or relevant portions thereof).

4.1.4.2      Notwithstanding the foregoing, the General Partner shall be entitled, in its sole discretion, to specially allocate items of income and gain (or loss and deduction) to Partners who withdraw all or a portion of their Capital Account during any Fiscal Year in a manner designed to ensure that each withdrawing Partner is allocated income or gain (or loss or deduction) in an amount equal to the difference between that Partner’s Capital Account balance (or portion thereof being withdrawn) at the time of the withdrawal and the tax basis for its interest in the Partnership at that time (or proportionate amount thereof), determined, in all cases, (x) with regard to deemed distributions and contributions under Section 752 of the Code and (y) without regard to any adjustments that have been made to the tax basis of the withdrawing Partner’s interest in the Partnership as a result of any withdrawals or assignment of its interest in the Partnership prior to the withdrawal (other than the original issue of the interest in the Partnership), including by reason of death.

4.1.4.3      The provisions of this Section 4.1.4 are intended to comply with Treasury Regulation Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulation. In furtherance of the foregoing, the provisions of Section 704 and the Treasury Regulations thereunder addressing qualified income offset, minimum gain chargeback requirements and allocations of deductions attributable to nonrecourse debt and partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)), are hereby incorporated by reference.

4.1.5      Certain Actions . Notwithstanding any other provision of this Agreement, (i) each Partner shall, and shall cause each of its Affiliates and transferees to, take any action requested by the General Partner, and the General Partner may take any reasonable action, to ensure that the fair market value of any Interest that is transferred in connection with the performance of services is treated for U.S. federal income tax purposes as being equal to the “liquidation value” (within the meaning of Proposed Treasury Regulation Section 1.83‑3(l)) of that Interest (and that each such Interest is afforded pass‑through treatment for all applicable U.S. federal, state or local income tax purposes) and (ii) without limiting the generality of the foregoing, to the extent required in order to attain or ensure such treatment under any applicable Law, Treasury Regulation, IRS Revenue Procedure, IRS Revenue Ruling, IRS Notice or other guidance governing partnership interests transferred in connection with the performance of services, such action may include authorizing and directing the Partnership or the General Partner to make any election, agreeing to any condition imposed on such Partner, its Affiliates or its transferees, executing any amendment to this Agreement or other agreements, executing any new agreement, making any tax election or tax filing, and agreeing not to take any contrary position.

4.1.6      Tax Treatment .

(a)      Except with regard to the Tax Treatment, each Partner agrees not to treat, on any income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item pursuant to the terms of this Agreement unless otherwise required by a Final Determination after such Partner uses its commercially reasonable efforts to uphold the treatment of the item in a manner consistent with the terms of this Agreement.  The Partners shall (i) treat the Partnership as a partnership for U.S. federal income tax purposes, (ii) treat the transactions completed by this Agreement as an “assets-over” partnership merger of the USA Joint Venture into the Bermuda Joint Venture under Treasury Regulation Section 1.708-1(c)(3)(i) in which the Bermuda Joint Venture is treated as the “continuing partnership” and the USA Joint Venture is treated as liquidating and distributing its interest in the Bermuda Joint Venture to its partners in liquidation, (iii) treat the Partnership as a continuation of the Bermuda Joint Venture, and (iv) treat the Incentive Allocation as a partnership profits interest for U.S. tax purposes as contemplated by this Agreement (clauses (i) through (iv), the “ Tax Treatment ”).

(b)      Notwithstanding the foregoing, the Partners shall not take any position inconsistent with the Tax Treatment.  If a claim, action or proceeding (a “ Tax Proceeding ”) is brought by the Internal Revenue Service or other taxing authority against a Partner or the Partnership (or either of the Joint Ventures) challenging the Tax Treatment, such Partner shall provide prompt written notice to the General Partner of such Tax Proceeding and the General Partner shall be entitled to assume the defense of, and control all matters with regard to, such Tax Proceeding as it relates to the Tax Treatment.  The General Partner shall use reasonable efforts to keep such Partner apprised of the status of such Tax Proceeding.  No Partner may settle a Tax Proceeding inconsistent with the Tax Treatment contemplated by this Agreement unless the General Partner fails to assume or maintain the defense of the Tax Proceeding as contemplated by this Section 4.1.6(b) , or the General Partner provides express prior written consent.  In the event the General Partner exercises its right to assume control of the defense, the Partner that is the subject of such Tax Proceeding shall reasonably cooperate with the General Partner in such defense and make available to the General Partner witnesses, pertinent records, materials and information in its possession or under its control relating thereto as are reasonably requested by the General Partner.

Section 4.2      Valuation .

4.2.1      The Partnership’s assets and liabilities shall be valued as of the close of business on the last day of each month, in each case in accordance with the Investment Manager’s valuation policy and procedures, as may be amended from time to time (the “ Valuation Policy ”). The General Partner shall cause the Investment Manager to provide a copy of its Valuation Policy to any Limited Partner upon request by such Limited Partner and to notify the Limited Partners of any changes to the Valuation Policy.

4.2.2      All values assigned to Securities, other assets and liabilities in accordance with the procedures set forth in the Valuation Policy shall be final.

Section 4.3      Liabilities; Reserves . The Partnership’s liabilities shall be determined in accordance with GAAP, and shall include the establishment of such reserves for estimated accrued expenses and contingencies as the General Partner may deem advisable; provided , however , that the General Partner may provide reserves and holdbacks for estimated accrued expenses, liabilities or contingencies, including general reserves and holdbacks for unspecified contingencies (even if such reserves or holdbacks are not required by GAAP). All such reserves or holdbacks could reduce the amount of distribution on withdrawal. Such reserves or holdbacks may be invested or maintained in a manner deemed appropriate by the General Partner. Any holdback shall be applied equally and equitably to all Capital Accounts that are subject to the expenses, liabilities and contingencies for which such holdback was established. Upon the determination of the General Partner that such holdback is no longer needed, the remainder (if any) of the holdback, and the estimated interest that the Partnership earned thereon or is attributed thereto (in each case, if any) shall be distributed or credited, as applicable, to the Capital Accounts for which such holdback was established. Limited Partners shall be provided upon request the nature and amount of any holdback that is not otherwise required by GAAP.

Section 4.4      Determination by General Partner of Certain Matters . All matters concerning the valuation of Securities, the allocation of profits, gains and losses among the Partners, the taxes on profits, gains and losses, and accounting procedures, not specifically and expressly provided for by the terms of this Agreement, shall be determined in good faith by the General Partner, whose determination shall be final, binding and conclusive on all of the Partners. The General Partner shall have the power to make all tax elections and determinations for the Partnership, and to take any and all action necessary under the Code or other applicable Law to effect those elections and determinations. All such elections and determinations by the General Partner shall be final, binding and conclusive upon all Partners.

ARTICLE V     

Records, Accounting and Reports, Partnership Funds

Section 5.1      Records and Accounting .

5.1.1      Proper and complete records and books of account of the Partnership’s business shall be maintained at the Partnership’s principal place of business or at such other place as may be determined by the General Partner. Unless determined otherwise by the General Partner, in its sole discretion, books and records of the Partnership shall be kept pursuant to the accrual method of accounting, which will be the method of accounting followed by the Partnership for U.S. federal income tax purposes.

5.1.2      Except as otherwise expressly provided in this Agreement, no Limited Partner shall have any right to inspect the register of limited partners or to obtain any information contained in the books and records of the Partnership (whether kept by the General Partner, the Investment Manager, the Administrator or any other Person), including, without limiting the generality of any of the foregoing, any Confidential Material and any information relating to any other Limited Partner or the Partnership’s trading activity. Notwithstanding the foregoing, (i) each Limited Partner shall have the right to inspect the register of limited partners and the books and records of the Partnership during customary business hours at the principal place of business of the Partnership or such other location where such books and records are maintained pursuant to Section 5.1.1 solely for purposes of confirming such Limited Partner’s status as a Limited Partner or investment in the Partnership, and (ii) the General Partner shall afford to TP Re’s auditors reasonable access during customary business hours to the foregoing information maintained in the books and records of the Partnership so long as (x) such information pertains to such Limited Partner’s investment in the Partnership and (y) TP Re’s auditors are subject to the confidentiality obligations set forth in Section 12.1 .

5.1.3      The General Partner shall retain (or arrange for the retention), for a period of at least seven years, copies of any documents generated or received by the General Partner in the ordinary course of business pertaining to the assets of the Partnership or to the compensation payable to the General Partner and the Investment Manager, which shall include, at the very least, documents required to be kept in accordance with applicable Law.

Section 5.2      Independent Audit . The records and books of account of the Partnership shall be audited as of the end of each Fiscal Year by independent certified public accountants selected by the General Partner in its discretion. The General Partner shall promptly notify the Limited Partners of any resignation of, or replacement of, the Partnership’s independent certified public accountants.

Section 5.3      Tax Information . Within ninety (90) days after the end of each Taxable Year (or as soon thereafter as is reasonably practicable), the General Partner shall cause to be delivered to each Person who was a Partner at any time during that Taxable Year all information necessary, at the sole discretion of the General Partner, for the preparation of the Partner’s U.S. federal income tax returns, including a Form 1065/Schedule K‑1 statement showing the Partner’s share of Net Increase or Net Decrease, deductions and credits for the year for U.S. federal income tax purposes, and the amount of any distributions made to or for the account of the Partner pursuant to this Agreement.

Section 5.4      Annual Reports to Current Partners . The Partnership shall furnish to each Limited Partner, with respect to each Fiscal Year an annual consolidated audited financial statement of the Partnership as of the end of, and for, such Fiscal Year prepared in accordance with GAAP and audited by the independent certified public accountants selected by the General Partner in accordance with Section 5.2 .  The Partnership shall provide a draft of such statement by February 15 of the immediately following Fiscal Year and the final audited statement by February 25 of such immediately following Fiscal Year.

Section 5.5      Investment Committee Meeting . At the commercially reasonable request of TP Re, and subject to reasonable prior notice, the General Partner shall cause the Investment Manager to make one of its representatives available to meet with the Investment Committee (in person or telephonically) to report on the Partnership’s activities and discuss the Investment Manager’s investment outlook.

Section 5.6      Reporting . The General Partner will provide the information set forth on Exhibit B with the frequency stated therein.

Section 5.7      Tax Returns . The General Partner shall cause tax returns for the Partnership to be prepared and timely filed (taking into account extensions) with the appropriate authorities, and will determine which items of cash outlay are to be capitalized or treated as current expenses.

ARTICLE VI     

Rights and Duties of the General Partner

Section 6.1      Management Power .

6.1.1      The General Partner shall have exclusive management and control of the business of the Partnership. Except as expressly provided in this Agreement, the authority of the General Partner to manage and control the day-to-day business of the Partnership shall be exercised by the Managing Member, and all decisions regarding the day‑to‑day management and affairs of the Partnership shall be made by the Managing Member on behalf of the General Partner (whether or not this Agreement specifies that the General Partner or the Managing Member is authorized to make such decision). The General Partner shall, except as provided in this Agreement, have the rights and power to manage and administer the affairs of the Partnership and conduct the business of the Partnership. Except as otherwise expressly provided in this Agreement, the General Partner is granted the right, power and authority to undertake on behalf of the Partnership all actions that, in its sole judgment, are necessary, suitable, proper or desirable to carry out its duties and responsibilities, including the right, power and authority from time to time to take the following actions at the expense of, in the name of, and, on behalf of, the Partnership:

(a)      To acquire, trade, hold, encumber, sell, lease, exchange, purchase, transfer, invest, mortgage, pledge, charge, dispose of and otherwise deal with, on margin or otherwise, Securities (including to acquire “long” positions or “short” positions and to make purchases or sales increasing, decreasing or liquidating the position or changing from a “long” position to a “short” position or from a “short” position to a “long” position, without any limitation as to the frequency of the fluctuation in such positions or as to the frequency of the changes in the nature of the positions), commodities and commodities contracts, including futures contracts, forwards, options and swaps thereon, and other assets of the Partnership, and to exercise all rights, powers, privileges and other incidents of ownership or possession with regard to Securities, including voting rights, at prices and upon terms deemed to be in the best interests of the Partnership, and to engage in any other activities and transactions that may be necessary, suitable or proper for the accomplishment of or in furtherance of, any of the foregoing objects and purposes and to do any and all other acts and things incidental or appurtenant to or arising from or connected with any of such objects and purposes;

(b)      To organize one or more corporations or other entities to invest, in Securities or participations in Securities, or to hold record title of, or as nominee for the Partnership of, Securities or funds of the Partnership (each such entity, a “ Special Purpose Vehicle ”);

(c)      To incur all expenditures permitted by this Agreement;

(d)      To engage any and all agents, managers, consultants, advisors, including the Investment Manager, independent contractors, attorneys, the Administrator, accountants and other Persons necessary or appropriate to carry out the business of the Partnership, and to pay fees, expenses and other compensation to such Persons, and provide for the exculpation and/or indemnification of such Persons by the Partnership, including such Persons or firms that may be Limited Partners or Affiliates of the General Partner or its principals or employees;

(e)      To admit new Limited Partners to the Partnership, pursuant to and subject to the terms of Article III of this Agreement;

(f)      To enter into Other Agreements with Limited Partners containing such terms and conditions as determined by the General Partner;

(g)      To assist the Partnership with investor relations services, including communications from the Partnership to the Limited Partners and prospective investors;

(h)      To the extent that funds of the Partnership are, in the General Partner’s judgment, not required for the conduct of the Partnership’s business, to invest the excess funds;

(i)      To pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon terms that the General Partner may in its sole discretion determine and upon evidence that it deems sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Partnership;

(j)      To make, execute, and deliver any and all documents of transfer and conveyance and any and all other instruments and agreements that may be necessary or appropriate to carry out the powers granted in this Agreement;

(k)      To open, maintain, conduct and close accounts, including margin and custodial accounts, with brokers and bank accounts, and to draw checks or other orders for the payment of money by the Partnership;

(l)      If the General Partner deems registration, qualification or exemption necessary or desirable, to cause the Partnership to comply with all applicable provisions of Law, including the registration or qualification of the Partnership under the Laws of any applicable jurisdiction or the obtainment of exemptions under such Laws;

(m)      To engage in hedging and/or interest exchange agreement transactions on behalf of or for the direct or indirect benefit of the Partnership through the purchase and sale of: contracts for future delivery of bank certificates of deposit; securities issued or guaranteed by the United States Government and its agencies and instrumentalities, such as United States treasury bonds, notes, and bills, and mortgage‑backed securities issued by the Government National Mortgage Association; other interest‑bearing negotiable instruments; and other financial futures contracts, financial options contracts and other Securities whether in existence now or in the future;

(n)      To lend, either with or without security, any Securities, funds or other properties of the Partnership, to borrow or raise funds, without limit as to the amount or manner and time of repayment, and to issue, accept, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures or other negotiable or non-negotiable instruments and evidences of indebtedness, to secure the payment of such or other obligations of the Partnership by mortgage upon, or pledge, or charge, hypothecation or guarantee of, all or any part of the property of the Partnership, whether owned or acquired thereafter and to execute and record financing statements in connection with perfecting any such security interests of the Partnership, as applicable;

(o)      To acquire, enter into, and pay for any contract of insurance that the General Partner in its sole discretion deems necessary and proper for the protection of the Partnership, for the conservation of the assets of the Partnership, or for any purposes beneficial to the Partnership;

(p)      To enter into, make, perform, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, licenses, undertakings or other instruments and to engage in any kind of activity necessary, proper or desirable to carry out the purposes of the Partnership;

(q)      To assist the Partnership with any legal, compliance, tax or regulatory filings;

(r)      To make any securities filings on behalf of the Partnership or TP Re relating to any of the investment activities of the Partnership;

(s)      To direct or permit the Investment Manager to enter into direct or indirect sub-advisory arrangements or otherwise delegate the investment management authority over the Partnership to any other Person; provided , however , that management, control and conduct of the activities of the Partnership shall remain the responsibility of the General Partner; provided further , that in the case of any delegate that is an Affiliate of the Investment Manager, the Partnership shall not bear any additional fees or performance-based compensation in connection with such arrangement or be subject to any expenses not consistent with this Agreement; provided further , that the General Partner may not direct or permit the Investment Manager to engage any delegate who is not an Affiliate of the Investment Manager, unless (i) the Investment Manager effectuates such delegation on the same terms and conditions as the Affiliated Funds, (ii) any such delegation is subject to the same limitations and restrictions set forth in this Agreement (including the Guidelines) and the same standard of care as if performed directly by the Investment Manager or General Partner, (iii) the Investment Manager conducted appropriate due diligence on the delegate (including with respect to such delegate’s investment professionals, operations, regulatory compliance and prior performance), (iv) the Investment Manager retains the authority and responsibility to monitor and review the performance of the delegate and to terminate any arrangement with the delegate, and (v) the Investment Manager has sought “most favored nations” treatment of any investment by the Partnership with such delegate;

(t)      To make all tax elections and determinations for the Partnership, and to take any and all action necessary under the Code or other applicable Law to effect those elections and determinations;

(u)      To be or to designate a Partnership Representative for all purposes under the Code;

(v)      To combine purchase or sale orders on behalf of the Partnership with orders for Affiliated Funds, and allocate the securities or other assets so purchased or sold, on an average price basis, among the Partnership and such Affiliated Funds;

(w)      To enter into arrangements with brokers to open “average price” accounts wherein orders placed during a trading day are placed on behalf of the Partnership and Affiliated Funds and are allocated among such accounts using an average price;

(x)      To provide research and analysis and direct the formulation of investment policies and strategies for the Partnership;

(y)      To invest in other pooled investment vehicles, which investments shall be subject in each case to the terms and conditions of the respective governing document for such vehicle;

(z)      Subject to applicable Law, to purchase Securities and other property from and sell Securities and other property to Affiliated Funds; and

(aa)      To delegate any or all authorities of the General Partner hereunder, and in furtherance of any such delegation to appoint, employ, or contract with the Investment Manager for its services in connection with the management and operation of the Partnership in accordance with the terms of the Investment Management Agreement.

6.1.2     

(a)      Notwithstanding anything to the contrary in this Agreement, except as provided in clause (b) of this Section 6.1.2 , the General Partner shall use commercially reasonable efforts to avoid engaging in any activity or taking any action that would cause TP Re Bermuda to be treated as engaged in a U.S. trade or business for U.S. federal income tax purposes, including investing in any asset that (i) does not qualify for the trading safe harbor provided in Section 864(b)(2) of the Code and the Treasury Regulations, or (ii) would be considered a United States real property interest for purposes of Section 897 of the Code. The foregoing shall not prohibit the investment, directly or indirectly, by the Partnership in an entity treated as a corporation for U.S. federal income tax purposes that in turn invests in assets described in the foregoing clauses (i) and (ii).

(b)      Notwithstanding the foregoing clause (a), the General Partner shall be permitted to invest in assets that could generate income that is effectively connected with the conduct of a trade or business in the United States (including U.S. real estate assets) so long as those assets are allocated only to the General Partner, Excluded Investors and TP Re USA pursuant to Section 4.1.2.8 . Notwithstanding anything to the contrary in this 6.1.2, the General Partner shall not be deemed to have violated this Section 6.1.2 with respect to TP Re Bermuda either (x) with respect to the operation of the special allocations permitted by this Section 6.1.2(b) or (y) with respect to the operation of Section 8.4 .

6.1.3      Except as otherwise set forth herein, during the term of the Partnership, subject to Section 3.5(b) and Section 6.1.4 , none of TP Re or any of its Affiliates shall engage, directly or indirectly, a Person other than the Investment Manager or, with the prior written consent of the Investment Manager, an Affiliate of the Investment Manager, to act as its investment advisor or in a similar capacity. In furtherance of the foregoing and subject to Section 3.5(a) , during the term of the Partnership, TP Re (and any of its Affiliates) will, upon at least three Business Days’ prior written notice to the General Partner and subject to (a) the General Partner’s acceptance and (b) the General Partner satisfying the requirements set forth in Section 3.1.1 , make such additional Capital Contributions to the Partnership on the first Business Day of a calendar month as may be required so that, after accounting for such contributions, TP Re (or any of its Affiliates, as applicable) will have the maximum percentage, as may be prudent under the circumstances (as determined by the Board) but in no event less than ninety five (95) percent of its Investable Assets contributed to the Partnership. If the General Partner does not accept a Capital Contribution pursuant to the foregoing sentence, the General Partner shall have sixty days following such date to accept such Capital Contribution, provided that the General Partner must satisfy the requirements set forth in Section 3.1.1 in connection with such acceptance. If the General Partner fails to accept any such required Capital Contribution during such sixty-day period, then TP Re shall be relieved of its obligation to make the Capital Contribution required hereunder and shall have the right to place any of the assets comprising such required Capital Contribution with any investment advisor other than the Investment Manager or its Affiliates, as may be determined by TP Re in its sole discretion; provided , that prior to placing any such assets with any such investment advisor, TP Re and the General Partner hereby agree to work together in good faith to discuss alternative arrangements so that TP Re would continue to have its assets managed by the Investment Manager or its Affiliates. In addition, without affecting the generality of Section 3.1 , TP Re (and any of its Affiliates) may, upon at least three Business Days’ prior written notice to the General Partner and subject to (a) the General Partner’s acceptance and (b) the General Partner satisfying the requirements set forth in Section 3.1.1 , elect to make additional Capital Contributions to the Partnership on the first Business Day of a calendar month with the purpose of causing TP Re (or any of its Affiliates, as applicable) to have the maximum investment exposure as may be prudent under the circumstances (as determined by the Board).

6.1.4      Notwithstanding anything to the contrary in this Agreement, if TP Re or Holdco consolidates, amalgamates or merges with or into any Person or any corporation consolidates, amalgamates or merges with or into TP Re or Holdco, TP Re may engage, directly or indirectly, a Person other than the Investment Manager to act as its investment advisor or in a similar capacity with respect to any additional capital that is raised in connection with such consolidation, amalgamation or merger; provided that the Investment Manager shall continue to manage (in the Partnership or in any arrangement substantially similar to the terms of TP Re’s investment in the Partnership) at least the same amount of investable assets of the surviving entity as the Investment Manager would have managed if TP Re or Holdco had not entered into such consolidation, amalgamation or merger. The amount of investable assets that the Investment Manager would have managed if TP Re or Holdco had not entered into such consolidation, amalgamation or merger is (a) the amount of investable assets in the Partnership attributable to TP Re at the time of such consolidation, amalgamation or merger plus (b) the investable net operating cash flow (excluding investment results) that TP Re or Holdco would have generated as of the applicable time over the remaining period of time until TP Re would be permitted to withdraw from the Partnership pursuant to Section 3.5(a)(xi) as reflected in TP Re’s or Holdco’s most recent five-year financial projections approved by the Board immediately prior to the initial consideration of such consolidation, amalgamation or merger. For the avoidance of doubt, this Section 6.1.4 shall not be used to reduce the amount of assets managed by the Investment Manager; any such reduction in assets managed by the Investment Manager shall only be pursuant to Section 3.5 or termination of the Partnership as set forth in Section 2.6 .

6.1.5      TP Re acknowledges and agrees that: (i) to the extent Holdco or any of its direct or indirect subsidiaries establishes subsidiaries other than TP Re that hold or may hold investable assets, Holdco will cause any such relevant subsidiary to become a Limited Partner hereunder or to enter a separate agreement with the Investment Manager or the General Partner on substantially similar terms as this Agreement and to become, among other things, subject to the requirements of Section 6.1.3 or similar terms pursuant to such separate agreement and (ii) to the extent Holdco directly or indirectly holds investable assets (other than in nominal amounts required to fund its operating expenses), Holdco will become a Limited Partner hereunder and shall, among other things, be subject to the requirements of Section 6.1.3 .

6.1.6      Notwithstanding any provision of this Agreement to the contrary, the General Partner hereby agrees to cause the Investment Manager to follow the investment guidelines attached hereto as Exhibit A (the “ Guidelines ”). The Investment Manager shall not effect any investment transaction for the Partnership that is inconsistent with the Guidelines; provided that, upon written request of the Investment Manager, the senior management of TP Re may, in exigent circumstances, permit any variation from the Guidelines. The General Partner shall use commercially reasonable efforts to notify TP Re when it has actual knowledge of a violation or a reasonable likelihood of a violation of the Guidelines; provided that notification shall not be required in connection with potential violations of the Guidelines based on anticipated performance of Securities.

6.1.7      TP Re, as a Class 4 reinsurer, is regulated by the Bermuda Monetary Authority. The parties hereto hereby agree to work together in good faith to agree on any amendments to this Agreement (including any Exhibits hereto) that are necessary to comply with Bermuda insurance regulatory provisions applicable to TP Re resulting from changes of the Bermuda insurance regulatory rules or administrative or court interpretations thereof after the date hereof. The parties acknowledge that a failure to agree on such amendments to this Agreement that are necessary to comply with Bermuda insurance regulatory provisions may result in a withdrawal pursuant to Section 3.5(a)(iv) .

6.1.8      The General Partner shall promptly notify the Partners if it becomes aware of the occurrence of a Cause Event.

6.1.9      The General Partner shall promptly notify TP Re if it becomes aware of any threatened or actual litigation where Holdco or any of its subsidiaries are named or are reasonably expected to be named as a party. Neither the General Partner nor the Investment Manager may settle any such litigation which involves more than a de minimi s amount without the prior written consent of TP Re, such consent not to be unreasonably withheld, delayed or conditioned.

Section 6.2      Resignation or Withdrawal by the General Partner . Subject to Section 3.1.1 , the General Partner may voluntarily resign or withdraw from the Partnership upon written notice sent to all Partners.

Section 6.3      Right of Public to Rely on Authority of General Partner . Nothing contained in this Agreement shall impose any obligation on any Person or firm doing business with the Partnership to inquire whether the General Partner has exceeded its authority in executing any contract, lease, mortgage, deed or other instrument on behalf of the Partnership, and any such third person shall be fully protected in relying upon that authority.

Section 6.4      Time and Attention of the General Partner . The General Partner shall devote to the Partnership, and apply to the accomplishment of Partnership purposes, an amount of time and attention that the General Partner in its sole discretion deems necessary or appropriate.

Section 6.5      Exculpation and Indemnification of the General Partner .

6.5.1      Neither the General Partner nor any Affiliate or any members, associates, directors, officers, employees or agents of the General Partner or any Affiliate shall be liable to the Partnership or to the Limited Partners for any act or omission based upon honest errors of judgment, negligence or other fault in connection with the business or affairs of the Partnership, so long as the action or failure to act does not constitute Disabling Conduct.

6.5.2      The Partnership agrees to indemnify the General Partner, the Investment Manager, the Tax Matters Partner and the Partnership Representative (in each case, acting in their capacity as such) and their respective members, Affiliates, associates, directors, officers, employees or agents (each, an “ Indemnified Party ” and collectively, the “ Indemnified Parties ”) to the fullest extent permitted by Law and to hold them harmless from and with respect to all (a) fees, costs and expenses (including attorneys’ fees and disbursements) incurred in connection with or resulting from any claim, action or demand against the Indemnified Parties that arise out of or in any way relate to the Partnership, its properties, business or affairs and (b) any losses or damages resulting from any such claim, action or demand, including amounts paid in settlement or compromise of the claim, action or demand, except that this indemnification shall not apply to any such fees, costs, expenses, losses or damages (“ Losses ”) arising out of an Indemnified Party’s Disabling Conduct. Further, the Partnership’s obligations under this Section 6.5.2 shall not apply (x) with respect to Losses arising out of any unsuccessful claim, action or demand (excluding counterclaims) by any Indemnified Party against any Limited Partner, or (y) with respect to Losses arising out of any claim, action or demand arising out of or related to disputes among the Indemnified Parties. The Partnership shall advance to any Indemnified Party costs and expenses (including attorneys’ fees and disbursements) that are deemed reasonable by the General Partner, and that are incurred in connection with any action or proceeding subject to indemnification hereunder, prior to the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified by the Partnership. U.S. federal securities laws, under certain circumstances, impose liability even on persons that act in good faith, and the Partnership and the Limited Partners are not waiving any rights they may have to the extent that such liability may not be waived, modified or eliminated under applicable Law but shall be construed so as to effectuate the provisions of this Section 6.5.2 to the fullest extent permitted by Law.

6.5.3      For purposes of this Section 6.5 , acts or failures to act undertaken upon the advice of counsel shall be deemed to be actions in good faith, within the scope of authority and in the best interests of the Partnership.

6.5.4      The provisions of this Section 6.5 shall survive the termination of this Agreement, the termination of the Investment Management Agreement and/or the resignation of the General Partner of the Partnership.

Section 6.6      Other Business Ventures . Each Partner agrees that the General Partner, its Affiliates and their respective members, associates, directors, officers or employees may engage in other business activities or possess interests in other business activities of every kind and description, independently or with others. These activities may include investing in, financing, acquiring and disposing of securities in which the Partnership may from time to time invest, or in which the Partnership is able to invest or otherwise have any interest. The Limited Partners agree that the General Partner and the Investment Manager may act as a general partner of other partnerships, including investment partnerships or as managing member of limited liability companies. The Limited Partners further agree that the General Partner or the Investment Manager may organize and manage one or more domestic or offshore entities or accounts that may parallel the investment activities of the Partnership and that the General Partner or the Investment Manager, as the case may be, will allocate investment opportunities among such entities or accounts, other Affiliated Funds, and the Partnership as it deems to be fair and equitable in its sole discretion.

Section 6.7      Certain Tax Matters .

6.7.1      The Tax Matters Partner and the Partnership Representative, in such capacity, are authorized and empowered to act and represent the Partnership and each of the Partners before the Internal Revenue Service and any other taxing authority in any audit or examination of any Partnership tax return and before any court selected by the General Partner for judicial review of any adjustments assessed by the Internal Revenue Service and any other taxing authority. By the execution of this Agreement, the Partners agree to be bound by, and agree not to take any action inconsistent with, the actions or inaction of the Tax Matters Partner or the Partnership Representative, as applicable, including tax return positions, the extension of the statute of limitations or any contest, settlement or other action or position that the Tax Matters Partner or the Partnership Representative, as applicable, deems proper under the circumstances. Each Partner agrees to notify the Tax Matters Partner or the Partnership Representative, as applicable, of any such action to be taken by the Partner, in violation of this Agreement or otherwise, at least ten (10) days prior to the date the Partner takes the action. The Partnership Representative or the Tax Matters Partner, as applicable, shall notify each Partner in writing of all administrative and judicial proceedings for the adjustment of Partnership items and shall make periodic reports to the Partners setting forth information it deems appropriate at its sole discretion to keep the Partners informed of the status of such proceedings. The Partnership Representative and the Tax Matters Partner, as applicable, shall have the authority to take all actions necessary or desirable at its discretion to accomplish the matters set forth in this Section 6.7 . The foregoing rules shall apply mutatis mutandis to any substantially comparable state, local or non-U.S. tax Laws.

6.7.2      If the Partnership is subject to any Entity Taxes, the General Partner shall allocate among the Partners (or Former Partners) any tax liability imposed under the BBA Rules by deducting amounts from Capital Accounts or reducing amounts otherwise distributable to Partners or payable to Partners upon withdrawal, taking into account any modifications attributable to a Partner pursuant to Section 6225(c) of the BBA Rules (if applicable) and any similar state and local authority. Any tax liabilities so allocated shall be subject to the provisions of Section 3.8 . To the extent that a portion of the tax liabilities imposed under the BBA Rules for a prior year relates to a Former Partner, the General Partner may require such Former Partner to reimburse and/or indemnify the Partnership for its allocable portion of such tax. Each Limited Partner acknowledges that, notwithstanding the Transfer or withdrawal of all or any portion of its Interest in the Partnership, pursuant to this Section 6.7.2 , it shall remain liable for tax liabilities with respect to its allocable share of income and gain of the Partnership for the Partnership’s Taxable Years (or portions thereof) prior to such Transfer or withdrawal, as applicable, under the BBA Rules, or any similar state or local provisions. The Partners acknowledge and agree that the General Partner and Partnership Representative shall be permitted to take any actions to avoid Entity Taxes being imposed on the Partnership or any of its subsidiaries under the BBA Rules. Each Limited Partner agrees that, notwithstanding the Transfer or withdrawal of all or any portion of its Interest in the Partnership, if requested by the General Partner, it shall provide the appropriate Internal Revenue Service Form W-8 or W-9 or any other certificate or documentation which the General Partner reasonably determines is necessary to reduce Entity Taxes.

Section 6.8      Addition of General Partners . The General Partner may, if it deems it in the best interest of the Partnership, admit one or more additional General Partners (which may also be Limited Partners) with the prior written consent of TP Re. Such additional General Partner or Partners shall become General Partner(s) upon the last to occur of the following: (a) their making their respective Capital Contributions, if required, (b) the execution by the additional general partner of this Agreement in its capacity as a General Partner, and (c) the filing of an amendment to the Partnership’s Statement in accordance with the Partnership Law, if required. Such Person or entity shall thereupon be included in the definition of Partners or General Partner, as the case may be, and be deemed to be parties to this Agreement, for all purposes of this Agreement.

Section 6.9      Key Person . The General Partner will promptly notify all Limited Partners upon the occurrence of any Key Person Event. At the sole discretion of a majority of the Disinterested Board Members, TP Re may withdraw all or any portion of its Capital Account upon not less than four (4) months’ prior written notice; provided that TP Re shall have, prior to providing such withdrawal notice, granted the Investment Manager a reasonable opportunity to make a presentation to the Board regarding its capabilities to continue to manage the Partnership. Any such withdrawals will be paid in accordance with Section 3.6 .

Section 6.10      Principal Transactions and Other Related Party Transactions . The UCC will be entitled to review and/or approve or disapprove (as applicable), on behalf of the Partnership, “principal transactions” within the meaning of Section 206(3) of the Advisers Act and/or any other matters involving conflicts of interest deemed appropriate by the General Partner, or as otherwise required by this Agreement.

ARTICLE VII     

Rights and Obligations of Limited Partners

Section 7.1      No Participation in Management . No Limited Partner, in its capacity as such, shall participate in the control or business of the Partnership, transact any business in the Partnership’s name or have the power to sign documents for or bind the Partnership in any other way.

Section 7.2      Liability of Partners .

(a)      Except as otherwise expressly provided in the Partnership Law, the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Partnership, and a Limited Partner shall not be obligated personally for any such debt, obligation or liability of the Partnership solely by reason of being a Limited Partner; provided , however , that a Limited Partner or Former Partner shall be required to contribute to the Partnership any amounts required under the Partnership Law and pursuant to Section 3.8 , Section 6.1.3 and Section 6.7.2 .

(b)      Except as otherwise provided in the Partnership Law, the General Partner shall have unlimited liability for the repayment and discharge of all debts, obligations and liabilities of the Partnership to the extent the assets of the Partnership are inadequate. Neither the General Partner nor any of its Affiliates (other than the Partnership), shall be liable for the return of the Capital Contributions of any Limited Partner, and each Limited Partner hereby waives any and all claims that it may have against the General Partner or any Affiliate thereof (other than, for the avoidance of doubt, the Partnership) in this regard.

Section 7.3      Withdrawal, Death, etc. of Limited Partner . The death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or winding up and dissolution (collectively, “ Termination Event ”) of a Limited Partner shall not cause a winding up and dissolution of the Partnership. The legal representatives of a Limited Partner shall succeed as assignee to the Limited Partner’s interest in the Partnership upon a Termination Event of such Limited Partner, but shall not be admitted as a substituted Partner without the consent of the General Partner, in its sole discretion. Distributions in respect of withdrawal requests by such Limited Partner’s legal representatives shall be made on the same terms, and shall be subject to the same conditions, as set forth in Article III in respect of a withdrawal by a Limited Partner of its Capital Account.

Section 7.4      Assignability of Interest . Without the prior written consent of the General Partner, which consent may be granted or withheld in its sole discretion, a Limited Partner may not make a Transfer. Notwithstanding the foregoing, a Limited Partner may Transfer all or any portion of its Interests to an Affiliate without the consent of the General Partner; provided that (a) such transferee agrees to be bound by the terms and conditions of this Agreement, and (b) the General Partner determines that the Partnership will not have, as a result of such Transfer, more than one hundred Partners at any time during the taxable year of the Partnership pursuant to Treasury Regulation Section 1.7704-1(h)(1)(ii). The General Partner may also permit other Transfers under such other terms and conditions as it, in its sole discretion, deems appropriate; provided , however , that prior to any such other Transfer, the General Partner shall consult with counsel to the Partnership to ensure that such Transfer, alone or taken together with other Transfers and withdrawals, will not cause the Partnership to be treated as a “publicly traded partnership” taxable as a corporation within the meaning of Section 7704 of the Code. Any attempted Transfer not made in accordance with this Section 7.4 , to the fullest extent permitted by Law, shall be void and of no force and effect.

Section 7.5      Priority . Except as specifically provided in this Agreement, no Limited Partner is given any priority over any other Limited Partner as to the return of contributions or as to compensation by way of income.

ARTICLE VIII     

Expenses and Management Fee

Section 8.1      Organizational Expenses . All expenses incurred in connection with the organization of the Partnership, including the legal and accounting expenses and other costs incurred in organizing the Partnership and in connection with the initial offering of the Interests, shall be borne by the Joint Ventures immediately prior to the contribution of Investable Assets to the Partnership (and, for the avoidance of doubt, not the General Partner or any Excluded Investors).

Section 8.2      Operational Expenses .

(a)      Any and all expenses incurred by, or on behalf of the Partnership, in connection with or that otherwise pertain to or are incidental to the Partnership’s organization (including the offering of Interests), administration, investments and operations, other than those borne by the Investment Manager, shall be borne by the Partnership, including:

(i)      trade support services including pre- and post‑trade support software and related support services;

(ii)      research (including computer, newswire, quotation services, publications, periodicals, subscriptions, data services and data base processing that are directly related to research activities on behalf of the Partnership) and consulting, advisory, expert, investment banking, finders and other professional fees relating to investments or contemplated investments, whether charged as fixed fees (such as retainers) and/or performance-based fees and allocations, in the form of cash, options, warrants, stock, stock appreciation rights or otherwise and irrespective of whether (A) there is a contractual obligation to pay such fees or (B) such third parties are engaged by the Partnership in a dedicated or exclusive capacity; provided that the Partnership will not bear the costs of any third party who may be retained to provide trade idea generation to the Partnership on an ongoing basis;

(iii)      risk analysis and risk reporting by third parties and risk-related and consulting services;

(iv)      fees of providers of specialized data and/or analysis as to specific companies, sectors or asset classes in which the Partnership has made or intends to make an investment;

(v)      transactional expenses, including fees or costs related to due diligence, investigation and negotiation of potential investments, whether or not such investments are consummated;

(vi)      any costs (including legal costs) associated with contemplated or actual proxy solicitation contests, the preparation of any letters with respect to plans and proposals regarding the management, ownership and capital structure of any portfolio company (and related anti-trust or other regulatory filings) by the Investment Manager in connection with the Partnership’s investments, any compensation paid to individuals considered for nomination, nominated and/or appointed, at the Partnership’s request, to the board of a portfolio company (including any compensation paid in relation to serving in such capacity) and any related expenses (such as all costs incurred in connection with recruiting directors to serve on the board of a portfolio company, proxy solicitors, public relations experts, costs associated with “white papers”, lobbying organizations to the extent reasonably determined by the General Partner to be employed in connection with investments or prospective investments of the Partnership and public presentations);

(vii)      brokerage commissions and services and similar expenses necessary for the Partnership to receive, buy, sell, exchange, trade and otherwise deal in and with securities and other property of the Partnership (including expenses relating to spreads, short dividends, negative rebates, financing charges and currency hedging costs);

(viii)      subject to Section 6.1.9 , legal fees and related expenses incurred in connection with Partnership investments or contemplated potential investments or the ongoing existence of the Partnership, including legal costs and related expenses of (a) Indemnified Parties (such as indemnification and advances on account of indemnification) that may be payable by the Partnership pursuant to any indemnification obligations of the Partnership or (b) any threatened or actual litigation involving the Partnership, which may include monetary damages, fees, fines and other sanctions, whether as a result of such regulatory authorities or such commercial interests prevailing, or the General Partner determining to settle such threatened or actual litigation;

(ix)      legal and compliance third-party fees and expenses allocated to the Partnership to the extent the General Partner has reasonably determined that such services are related to, or otherwise benefiting, the organizational, operational, investment or trading activities of the Partnership including filing and registration fees and expenses ( e.g. , expenses associated with regulatory filings, audits and inquiries with the SEC, the CFTC, the Federal Trade Commission and other regulatory authorities including foreign regulatory authorities, and any other filings made in connection with or that otherwise relate to or are incidental to the Partnership’s organization (including the offering of interests), administration, investments and operations , including Form PF, but excluding the preparation of Form ADV and other expenses determined by the Investment Manager to be primarily related to other filings to be made, as well as the establishment, implementation and maintenance of internal policies and procedures of the Investment Manager that are intended to facilitate the Investment Manager’s compliance with respect to its “own” compliance obligations not directly related to any services provided to its clients (for instance, the Investment Manager’s obligation to maintain registration with the SEC or to maintain records such as those specified in Rule 204-2(a) under the Advisers Act are its “own” obligations; but its obligations relating to, without limitation, research, trading, investments and monitoring of investments are not the Investment Manager’s “own” obligations), as opposed to the compliance obligations of the Partnership);

(x)      eighty percent (80%) of the cost of any insurance premiums (other than wrongful employment practices insurance, premises liability insurance and insurance covering similar risks ( e.g. , covering liabilities of the Investment Manager in its capacity as an employer or landlord/tenant)), including the cost of any insurance covering the potential liabilities of the Partnership, the General Partner, the Investment Manager, their respective Affiliates or any agent or employee of the Partnership, as well as the potential liabilities of any individual serving at the request of the Partnership as a director of a portfolio company (such as directors’ and officers’ liability or other similar insurance policies and errors and omissions insurance or other similar insurance policies) (for purposes of utmost clarity, any deductibles or retentions pursuant to such insurance policies are liabilities to be borne in accordance with the Partnership’s indemnification obligations);

(xi)      third-party valuation services (including fees of pricing, data and exchange services and financial modeling services), fund accounting, auditing and tax preparation (including tax filing fees, the cost of passive foreign investment company reporting, any expenses incurred in order to satisfy tax reporting requirements in any jurisdiction (if applicable) and other professional services and advisors) and expenses related to complying with FATCA;

(xii)      Management Fees;

(xiii)      expenses related to the maintenance of the Partnership’s registered office and corporate licensing;

(xiv)      consultant and other personnel expenses of companies and non-U.S. offices formed for the purpose of facilitating and/or holding investments by the Partnership;

(xv)      costs and expenses related to acquisition, installation, servicing of, and consulting with respect to, order, trade, and commission management products and services (including risk management and trading software or database packages);

(xvi)      any costs associated with engaging service providers, including the Administrator, prime brokers and the UCC;

(xvii)      interest costs and taxes (including entity-level taxes and governmental fees or other charges payable by or with respect to or levied against the Partnership, its investments, or to federal, state or other governmental agencies, domestic or foreign, including real estate, stamp or other transfer taxes and transfer, capital and other taxes, duties and costs incurred in connection with the making of investments by the Partnership in a portfolio), in each case, except as allocated and apportioned to specific Partners pursuant to Section 3.8 , Section 6.7.2 or otherwise;

(xviii)      custodian and transfer agency services (including the costs, fees and expenses associated with the opening, maintaining and closing of bank accounts, custodial accounts and accounts with brokers on behalf of the Partnership (including the customary fees and charges applicable to transactions in such broker accounts)); and

(xix)      winding -up, liquidation and other similar expenses related to the Partnership (collectively, the “ Expenses ”) .

(b)      Notwithstanding anything herein, unless otherwise approved in writing by the Board, to the extent the aggregate amount of the Expenses payable by the Partnership for any Fiscal Year (which, for purposes of this Section 8.2(b) , Expenses shall exclude, (A) any Expenses incurred pursuant to Section 8.2(a)(vii) and Section 8.2(a)(xvii) , (B) use of “soft dollars,” (C) any indemnification payments made pursuant to Section 6.5 and that may be covered under Section 8.2(a)(viii) and (D) the Management Fee) exceed the product of (x) 0.0175 and (y) the average Net Assets (calculated as the average Net Assets as of each calendar month end) for such Fiscal Year, then the Investment Manager shall reimburse the amount of such excess to the Partnership.

(c)      If any items of income or loss (including, for the avoidance of doubt, any Expenses) of the Partnership are attributable to the amounts invested by such Partners into the Partnership accrued, prior to each such Partner’s contribution to the Partnership, for the benefit or detriment of such Partner in connection with its investment in the Joint Ventures or any Affiliated Fund, as the case may be, then, any such items of income or loss (including, any such Expenses) shall be allocated to such Partners in the same proportions (as reasonably determined by the General Partner) as such items of income or loss (including, any such Expenses) would have been allocated had such Partners remained invested in the Joint Ventures or such other Affiliated Fund, as the case may be.

(d)      From time to time the Investment Manager will be required to make determinations regarding whether certain Expenses should be borne solely by the Partnership or in conjunction with one or more Affiliated Funds. Subject to certain exceptions such as tax or similar restrictions, all investment related Expenses are expected to be shared by the Partnership and any Affiliated Fund pro rata to their participation in that investment (or contemplated participation), while other Expenses will generally be borne pro rata by the Partnership and certain or all Affiliated Funds based on their relative net asset values.

(e)      Expenses will be borne pro rata by the Partners in accordance with the balances in their respective Capital Accounts, except as provided elsewhere in this Agreement, including Section 3.8 , Section 4.1.2.8 , Section 6.7.2 and Section 13.2 .

(f)      Except as otherwise provided for in this Agreement, any expenditures payable by or on behalf of the Partnership, to the extent determined by the General Partner to have been paid or withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the Partners, shall be charged to only those Partners on whose behalf such payments are made or whose particular circumstances gave rise to such payments. Such charges shall be debited from the Capital Accounts of such Partners as of the close of the Fiscal Period during which any such items were accrued or paid.

(g)      For the avoidance of doubt, the Investment Manager is responsible for, and the Partnership shall not pay, travel expenses of its principals and employees (other than as described in this Section 8.2 ). In addition, for the avoidance of doubt, the Investment Manager is responsible for its own overhead expenses, including salaries, benefits, rent, information technology (other than as described in this Section 8.2 ), bonuses and other overhead.

Section 8.3      Management Fee .

8.3.1      Pursuant to the Investment Management Agreement, the Partnership shall pay to the Investment Manager a fixed management fee, payable monthly in advance, with respect to each Capital Account, equal to 0.125% (1.50% per annum) of the net asset value of all Capital Accounts (the “ Management Fee ”) , as of the beginning of each month before the accrual of the Incentive Allocation multiplied by an exposure multiplier (the “ Exposure Multiplier ”) computed by dividing the average of the daily investment exposure leverage of the Partnership by the average of the daily investment exposure leverage of Third Point Offshore Master Fund L.P. (the “ Offshore Master Fund ”).  The daily investment exposure leverage of each of the Partnership and the Offshore Master Fund shall be computed by dividing the daily gross market value of investments of long and short positions held by (a) the Partnership and (b) the Offshore Master Fund, respectively, during the applicable month by the daily net asset value of (a) the Partnership and (b) the Offshore Master Fund, respectively.  The General Partner shall make adjustments to the Management Fee payable to reflect the changes in the Exposure Multiplier throughout each month.  In determining the amount of the Management Fee allocable to each Limited Partner, the General Partner shall make such equitable adjustments as are necessary to reflect the admission of, and withdrawals or distributions paid to, one or more Limited Partners during the Fiscal Year. If this Agreement is terminated on any day other than the last day of a calendar month, any unearned portion of the prepaid monthly fee for the month in which this Agreement is terminated, with respect to a Limited Partner, shall be refunded by the Investment Manager or its Affiliate, as the case may be, to the Partnership and allocated to that Limited Partner’s Capital Account.

8.3.2      The General Partner, in its sole discretion, may elect to reduce, waive or calculate differently the Management Fee, with respect to any Limited Partner.

8.3.3      Notwithstanding the foregoing, the General Partner may elect to have the Management Fee paid to the Investment Manager (or to any of its Affiliates) at the level of any Special Purpose Vehicle through which the investment program of the Partnership is being effectuated without receiving consent from existing Limited Partners, for so long as such election does not result in any material adverse consequences to the Limited Partners.

Section 8.4      Transaction Fees . Any closing fees, directors’ fees or break-up fees (net of expenses attributable thereto and to any transactions not completed) paid to the Investment Manager or its Affiliates attributable to and as a result of the Partnership’s investments (collectively, the “ Transaction Fees ”) will be set-off to reduce the Management Fee unless the receipt of such fees is waived by the Investment Manager. If Transaction Fees for a particular month exceed the amount of Management Fees for such month, the excess will be applied to reduce Management Fees in subsequent months.

Section 8.5      Assignment of Investment Advisory Contract . In its sole discretion, the General Partner may enter into any transaction with respect to (a) any investment advisory contract between the Partnership and the Investment Manager or (b) the General Partner’s interest in the Partnership (each, a “ GP Transaction ”); provided that the General Partner may only enter into a GP Transaction that would constitute an “assignment” as such term is defined under the Advisers Act with the consent of a Majority-in-Interest of the then-Limited Partners; provided further , that any action taken pursuant to this Section 8.5 shall not cause the balance sheets of the Partnership and TP Re to be consolidated for financial statement purposes.

Section 8.6      Most Favored Nation .

(a)      If the Investment Manager or any of its Affiliates (with respect to a Relevant Affiliated Fund) or any Relevant Affiliated Fund (a) enters into or has entered into any side letter or agreement prior to the date hereof or (b) enters into a side letter or agreement at any time on or after the date hereof, in each case, with any existing or future investor (except, in either case, for Excluded Investors) whose (i)(A) aggregate investments in such Relevant Affiliated Fund are equal to or less than the Aggregate TP Re Investment and (B) initial lock-up period (or initial term) is five years or less and (ii) such letter or agreement contains any terms relating to asset-based fees or performance-based compensation that are equal to or more favorable to such investor than the similar terms granted to TP Re pursuant to this Agreement (the “ More Favorable Fee Rights ”), then the General Partner shall promptly disclose to TP Re in writing any such More Favorable Fee Rights, and the General Partner shall offer TP Re the right to elect, within thirty days after (x) the date hereof, in the case of any side letter or agreement entered into prior to the date hereof or (y) TP Re’s receipt of such disclosure, in the case of any side letter or agreement entered into at any time on or after the date hereof, to be afforded such More Favorable Fee Rights; it being understood that , for purposes of determining whether More Favorable Fee Rights have been granted, the impact of any leverage utilized by the Partnership on the asset-based fee paid by TP Re shall be disregarded.

(b)      If the Investment Manager or any of its Affiliates (with respect to a Relevant Affiliated Fund) or any Relevant Affiliated Fund enters into a side letter or agreement at any time on or after the date hereof with any existing or future investor (except for Excluded Investors) whose (i) aggregate investments in such Relevant Affiliated Fund are equal to or less than the Aggregate TP Re Investment and (ii) such letter or agreement contains any terms relating to portfolio transparency rights, information rights or reporting rights (other than tax, regulatory, legal or similar considerations) that are more favorable to such investor than the similar terms granted to TP Re pursuant to this Agreement (the “ More Favorable Investor Rights ”), then the General Partner shall promptly disclose to TP Re in writing any such More Favorable Investor Rights, and the General Partner shall offer TP Re the right to elect, within thirty days after (x) the date hereof, in the case of any side letter or agreement entered into prior to the date hereof or (y) TP Re’s receipt of such disclosure, in the case of any side letter or agreement entered into at any time on or after the date hereof, to be afforded such More Favorable Investor Rights.

(c)      If the Investment Manager or any of its Affiliates (with respect to a Relevant Affiliated Fund) or any Relevant Affiliated Fund (a) enters into or has entered into any side letter or agreement prior to the date hereof or (b) enters into a side letter or agreement at any time on or after the date hereof, in each case, with any existing or future investor (except, in either case, for Excluded Investors) whose (i)(A) aggregate investments in such Relevant Affiliated Fund are equal to or less than the Aggregate TP Re Investment and (B) asset-based fee terms or performance-based compensation terms are equal to or more favorable to such investor than the Management Fee terms or Incentive Allocation terms provided in this Agreement and (ii) such letter or agreement contains an initial lock-up period (or initial term) of five years or less (the “ More Favorable Liquidity Rights ”), then the General Partner shall promptly disclose to TP Re in writing any such More Favorable Liquidity Rights (and any subsequent liquidity rights), and the General Partner shall offer TP Re the right to elect, within thirty days after (x) the date hereof , in the case of any side letter or agreement entered into prior to the date hereof or (y)  TP Re ’s receipt of such disclosure, in the case of any side letter or agreement entered into at any time on or after the date hereof , to be afforded such More Favorable Liquidity Rights (but only to the extent TP Re agrees to be bound to any subsequent liquidity rights).

(d)      Notwithstanding anything to the contrary in this Section 8.6 , any election offered to TP Re pursuant to Section 8.6(a)-(c) shall be premised upon TP Re agreeing to be bound by and subject to all of the restrictions, conditions and detrimental terms (which, for the avoidance of doubt, shall replace the corresponding existing terms in this Agreement) offered to investors that have been granted any such More Favorable Fee Rights, More Favorable Investor Rights or More Favorable Liquidity Rights, as applicable, in the side letter or agreement triggering the application of this Section 8.6 .

(e)      The General Partner represents and warrants to TP Re that it has disclosed to TP Re all More Favorable Fee Rights in effect as of the date hereof with respect to all Relevant Affiliated Funds.

(f)      The General Partner shall promptly notify TP Re if the Investment Manager forms an investment vehicle (that offers interests to non-Excluded Investors) that will pursue an investment strategy that formed a material part of the investment strategy of the Offshore Master Fund immediately prior to such formation, and TP Re shall have the right to promptly withdraw from the Partnership up to an amount equal to: the product of (x) a fraction (1) the numerator of which equals the amount of assets withdrawn from the Offshore Master Fund and invested in such investment vehicle and (2) the denominator of which equals the total amount of assets in the Offshore Master Fund immediately prior to such withdrawal, multiplied by (y) the total amount of TP Re’s investment in the Partnership, and invest such withdrawn amounts in such investment vehicle upon the most favorable fee terms offered to non-Excluded Investors of such investment vehicle. The parties further agree to discuss, in good faith, the creation of a managed account or other investment vehicle that would invest alongside such investment vehicle into which the investment of such withdrawn amount would be made.

(g)      The General Partner shall promptly notify TP Re if the Investment Manager forms an investment vehicle (that accepts capital from non-Excluded Investors) that will pursue an investment strategy that does not form a material part of the investment strategy of the Offshore Master Fund immediately prior to such formation, and TP Re shall have the right to promptly withdraw from the Partnership up to an amount equal to: the product of (x) a fraction (1) the numerator of which equals the total amount of TP Re’s investment in the Partnership and (2) the denominator of which equals the total amount of net assets managed by the Investment Manager multiplied by (y) the total amount of net assets invested in such the investment vehicle immediately prior to TP Re’s investment in such investment vehicle, and invest such withdrawn amounts in such investment vehicle upon the most favorable fee terms offered to non-Excluded Investors of lesser or equal size in such investment vehicle.

ARTICLE IX     

Winding Up and Dissolution

Section 9.1      Winding Up . The Partnership and its affairs shall be required to be wound up upon the first to occur of any of the events described in Section 2.6 .

Section 9.2      Dissolution .

Following the commencement of the winding up of the Partnership, the General Partner (or, if there is no General Partner, one or more Persons selected by the Majority-in-Interest of the then-Limited Partners) shall, wind up the Partnership’s affairs and shall distribute the Partnership’s assets in cash or in kind in the following manner and order:

(a)      in satisfaction of the claims of all creditors of the Partnership, other than the Partners;

(b)      in satisfaction of the claims of the Partners as creditors of the Partnership; and

(c)      any balance to the Partners in the relative proportions that their respective Capital Accounts bear to each other, such Capital Accounts to be determined as of the Fiscal Year of the Partnership ended on the date of final liquidation.

Any distribution of assets in kind will be allocated to the Partners by the General Partner, to the extent practicable, on a proportionate basis. If any distributions in kind are made in connection with the winding up and dissolution of the Partnership, the General Partner shall (x) make such distributions in kind in accordance with Section 3.6(a) or (y) (i) immediately prior to such distribution in kind, determine the Fair Value of such in-kind proceeds and adjust the Capital Accounts of all Partners upwards or downwards t o ref lect the difference between the book value and the Fair Value thereof, as if such gain or loss had been recognized upon an actual sale of such property on such date and allocated pursuant to Section 4.1.2 and (ii) at the time of such distribution, reduce the Capital Account(s) of the distributee Partner by the Fair Value of such in-kind proceeds distributed to such Partner.

Section 9.3      Time for Liquidation, etc. A reasonable time period shall be allowed for the orderly winding up and liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Partnership to seek to minimize potential losses upon such liquidation. The provisions of this Agreement, including the provisions relating to the payment of the Management Fee and the Incentive Allocation, shall remain in full force and effect during the period of winding up and until the General Partner (or liquidator, as applicable) shall execute a Notice of Dissolution in respect of the Partnership and shall cause such Notice of Dissolution to be filed with the Registrar of Exempted Limited Partnerships in the Cayman Islands.

ARTICLE X     

Amendments

Section 10.1      Amendment of Agreement .

(a)      Subject to Section 10.1(b) , this Agreement may be amended, in whole or in part, with the consent of all of the Partners.

(b)      Notwithstanding Section 10.1(a) , without the consent of the Limited Partners, the General Partner may amend this Agreement to: (A) reflect a change in the name of the Partnership; (B) change the provisions relating to the Incentive Allocation as provided in, and subject to the provisions of, Section 4.1.3 ; (C) make any change that is necessary or, in the opinion of the General Partner, advisable to qualify the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the Laws of any state or non-U.S. jurisdiction, or ensure that the Partnership will not be treated as an association taxable as a corporation or as a publicly traded partnership taxable as a corporation for Federal tax purposes; (D) make any change that does not adversely affect the Limited Partners in any material respect; (E) make any change that is necessary or desirable to cure any ambiguity, to correct or supplement any provision in this Agreement that would be inconsistent with any other provision in this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement, in each case, so long as such change does not adversely affect the Limited Partners in any material respect; (F) correct any printing, stenographic or clerical error or effect changes of an administrative or ministerial nature which do not increase the authority of the General Partner in any material respect or adversely affect the Limited Partners in any material respect; (G) make any change that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, statute, ruling or regulation of any Federal, state or non-U.S. governmental entity, so long as such change is made in a manner that minimizes any adverse effect on the Limited Partners; (H) prevent the Partnership from in any manner being deemed an “investment company” subject to the provisions of the Investment Company Act; (I) enable, when applicable, the Partnership (x) to elect any alternative to the Partnership’s payment of any amount under the BBA Rules or (y) to avoid or minimize Entity Taxes; (J) prevent the Partnership from being deemed to be “plan assets” for the purposes of ERISA and the Code; or (K) make any other amendments similar to the foregoing.

ARTICLE XI     

Power of Attorney

Section 11.1      Power of Attorney . Each Limited Partner, in executing this Agreement, appoints the General Partner, or the Managing Member thereof acting individually, as the Limited Partner’s true and lawful attorney-in-fact, with full power and authority in the Limited Partner’s name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices those documents and instruments as may be necessary or appropriate to carry out the provisions of this Agreement, including:

(a)      the Statement and any amendments to the Statement as may be required;

(b)      any duly adopted amendment to this Agreement;

(c)      all other certificates and instruments or amendments of those certificates and instruments that the General Partner deems appropriate to qualify or continue the Partnership as a limited partnership in any jurisdiction in which the Partnership may conduct business; and

(d)      all certificates or instruments that the General Partner deems appropriate to reflect the winding up and dissolution of the Partnership.

The foregoing appointment is granted by way of security for the performance of each Limited Partner’s obligations hereunder and is intended to secure an interest in property, is irrevocable and shall survive the incapacity of any Person giving the power, the dissolution of any corporation or partnership giving the power or the termination of any trust giving the power.

ARTICLE XII     

Confidentiality

Section 12.1      Confidentiality .

(a)      In connection with the Partnership’s ongoing business, the Limited Partners will receive or have access to Confidential Material. Each Limited Partner shall keep confidential, and not make any use of (other than for purposes reasonably related to its Interest or for purposes of filing such Limited Partner’s tax returns) or disclose to any Person, any Confidential Material except (i) to its Representatives on a need-to-know basis, (ii) as otherwise requested or required by any Governmental Authority, Law or by legal process (and, with respect to clause (ii), only in compliance with Section 12.1(b) ) or (iii) with the written consent of the General Partner. Each Limited Partner and its Representatives shall keep the existence of the Confidential Material confidential and shall exercise at least the same care with respect to the Confidential Material as such Limited Partner would exercise with respect to its own proprietary and confidential material. Each Limited Partner shall advise its Representatives of the confidential nature of the Confidential Material and shall (x) either have such Representatives agree to keep and maintain such information confidential, or (y) ensure that such Representatives are bound by professional obligations of confidentiality. Each Limited Partner shall be responsible for any actions taken by its Representatives that would be deemed a breach of this Agreement if such Limited Partner had taken such actions.

(b)      In the event that a Limited Partner or its Representatives are requested or required by any Governmental Authority, Law or by legal process to disclose any Confidential Material (other than disclosures in connection with any routine periodic reporting or filing), such Limited Partner shall give the General Partner, to the extent permitted by Law and reasonably practicable under the circumstances, prompt written notice of such request or requirement so that the General Partner may seek an appropriate order or other remedy protecting the Confidential Material from disclosure, and such Limited Partner shall reasonably cooperate with the General Partner to obtain such protective order or other remedy. In the event that a protective order or other remedy is not obtained, or the General Partner waives its rights to seek such an order or other remedy, such Limited Partner (or its Representatives to whom such request is directed) may, without liability under this Agreement, furnish only that portion of the Confidential Material which such Limited Partner (or its Representatives) are, in the advice of such Limited Partner’s counsel, legally required or are requested by a Governmental Authority to disclose; provided that such Limited Partner gives the General Partner written notice of the information to be disclosed as far in advance of its disclosure as practicable and such Limited Partner uses its best efforts to request that confidential treatment will be accorded to such information.

(c)      Notwithstanding anything in this Agreement to the contrary, to the extent required by applicable Treasury Regulations, each Partner (and each employee, representative, or other agent of such Partner) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of (i) the Partnership, and (ii) any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to the Partner relating to such tax treatment and tax structure; it being understood that “tax treatment” and “tax structure” do not include the name or the identifying information of the Partnership or a transaction. Nothing herein shall limit any Partner’s right to initiate communications with governmental and regulatory authorities at any time.

(d)      Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall restrict TP Re from disclosing the overall monthly and year-to-date performance of the Partnership.

(e)      Each party acknowledges and agrees that such party may receive material non‑public information in connection with the matters contemplated by this Agreement, and further that such party is aware that the United States securities laws impose restrictions on purchasing or selling debt or equity securities based on such information.

(f)      Notwithstanding anything to the contrary herein, to the extent a Limited Partner is a party to, or otherwise subject to the terms of, a separate agreement with the General Partner, the Investment Manager or any of their respective Affiliates that imposes confidentiality obligations with respect to Confidential Material that are more restrictive (whether in terms of scope, duration or otherwise) than the obligations set forth in this Article XII , then the more restrictive confidentiality obligations of such separate agreement shall govern in accordance with the terms set forth therein and shall not be limited or waived by the terms of this Agreement and, similarly, the confidentiality obligations of the Limited Partner set forth in this Agreement shall not be limited or waived by the terms of such separate confidentiality agreement. The confidentiality obligations set forth in this Article XII may be waived with the prior written consent of the General Partner, which may be given or withheld in its sole discretion .

Section 12.2      Non-Disclosure of LP Confidential Information .

(a)      The Third Point Parties shall keep confidential all information relating to this Agreement, the Partnership and TP Re (collectively, “ LP Confidential Information ”) and shall not make any use of (other than for purposes reasonably related to the administration and management of the Partnership) or disclose to any Person, any LP Confidential Information except (i) to its Representatives on a need-to-know basis, (ii) as otherwise requested or required by any Governmental Authority, Law, or by legal process (and, with respect to clause (ii), only in compliance with Section 12.2(b) ) or (iii) with the written consent of TP Re. Each Third Point Party and its Representatives shall keep the existence of the LP Confidential Information confidential and shall exercise at least the same care with respect to the LP Confidential Information as such Third Point Party would exercise with respect to its own proprietary and confidential material. Each Third Point Party shall advise its Representatives of the confidential nature of the LP Confidential Information and shall either (x) have such Representatives agree to keep and maintain such information confidential, or (y) ensure that such Representatives are bound by professional obligations of confidentiality. Each Third Point Party shall be responsible for any actions taken by its Representatives that would be deemed a breach of this Agreement if such Third Point Party had taken such actions.

(b)      In the event that any Third Point Party or any of its Representatives is requested or required by any Governmental Authority, Law or regulation, or by legal process to disclose any LP Confidential Information, the General Partner shall give TP Re, to the extent permitted by Law and reasonably practicable under the circumstances, prompt written notice of such request or requirement so that TP Re may seek an appropriate order or other remedy protecting the LP Confidential Information from disclosure, and the applicable disclosing party shall reasonably cooperate with TP Re to obtain such protective order or other remedy. In the event that a protective order or other remedy is not obtained, or TP Re waives its rights to seek such an order or other remedy, the Third Point Party (or its Representatives to whom such request is directed) may, without liability under this Agreement, furnish only that portion of the LP Confidential Information which such Third Point Party (or its Representatives) are, in the advice of such Third Point Party’s (or Representatives’) counsel, legally required to disclose or requested by a Governmental Authority to disclose; provided that the General Partner gives TP Re written notice of the information to be disclosed as far in advance of its disclosure as practicable and the disclosing Third Point Party (or Representative) use its best efforts to request that confidential treatment will be accorded to such information. Notwithstanding the foregoing, no notification to TP Re shall be required for disclosures (i) in connection with any routine periodic reporting or filing required by any Governmental Authority or Law (including, for the avoidance of doubt, the Investment Manager’s Form ADV or Form PF filings), (ii) in connection with requests made pursuant to FATCA or CRS, or (iii) required or requested by any regulatory or supervisory authority (including, for the avoidance of doubt, the SEC or its staff) unless, in the case of this subclause (iii), such required or requested disclosure is specifically targeted at TP Re or the Partnership, and not at the Investment Manager and its Affiliated Funds, as well.

(c)      Notwithstanding anything to the contrary herein, to the extent the General Partner, the Investment Manager or any of their respective Affiliates is a party to, or otherwise subject to the terms of, a separate agreement with TP Re or any of its Affiliates that imposes confidentiality obligations with respect to LP Confidential Material that are more restrictive (whether in terms of scope, duration or otherwise) than the obligations set forth in this Article XII , then the more restrictive confidentiality obligations of such separate agreement shall govern in accordance with the terms set forth therein and shall not be limited or waived by the terms of this Agreement and, similarly, the confidentiality obligations of the General Partner, the Investment Manager and their respective Affiliates set forth in this Agreement shall not be limited or waived by the terms of such separate confidentiality agreement. The confidentiality obligations set forth in this Article XII may be waived with the prior written consent of TP Re, which may be given or withheld in its sole discretion .

Section 12.3      Equitable and Injunctive Relief . The Partners acknowledge that (a) the provisions of Section 12.1 hereof are intended to preserve the unique relationship between the Partners, and (b) the provisions of Section 12.1 are intended to preserve the value and goodwill of the Partnership’s business; and that, in the event of a breach or a threatened breach by any Partner (or its Representatives) of its obligations under Section 12.1 , the other Partners may not have an adequate remedy at law. Accordingly, in the event of any such breach or threatened breach by a Partner or its Representatives, any of the other Partners shall be entitled to seek such equitable and injunctive relief as may be available to restrain such Partner and any Person participating in such breach or threatened breach from the violation of the provisions thereof. Nothing in this Agreement shall be construed as prohibiting a Partner from pursuing any other remedies available at law or in equity for such breach or threatened breach, including the recovery of damages.

ARTICLE XIII     

Miscellaneous

Section 13.1      Notices . Notices that may or are required to be given under this Agreement by any Partner will be in writing and will be deemed to have been duly given: (i) on the date of service if served personally on the party to whom notice is to be given; (ii) on the day of transmission if sent via facsimile or electronic mail transmission, and telephonic or electronic mail confirmation of receipt is obtained promptly after completion of transmission; (iii) on the day after delivery to Federal Express or similar overnight courier or the Express Mail service maintained by the United States Postal Service; or (iv) on the fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, addressed to the respective parties at their addresses set forth in the books and records of the Partnership, or to any other addresses designated by any Partner by notice addressed to the Partnership in the case of any Limited Partner, and to the Limited Partners in the case of the General Partner. Unless otherwise provided in writing to the other parties, all notices shall be sent to the following addresses, facsimile numbers or e‑mail addresses:

If to the Investment Manager or the General Partner:

c/o Third Point LLC
390 Park Avenue
New York, NY 10022
Email: Legal@thirdpoint.com

If to TP Re Bermuda:

Point House
3 Waterloo Lane
Pembroke HM 08
Bermuda
Attn: Janice R. Weidenborner

If to TP Re USA:

535 Springfield Avenue
Suite 120
Summit, New Jersey 07901
Attn: President

with a copy to:

Point House
3 Waterloo Lane
Pembroke HM 08
Bermuda
Attn: Janice R. Weidenborner

Section 13.2      Adjustment to Take Account of Certain Events . Notwithstanding anything to the contrary in this Agreement, if the Code or Treasury Regulations require a withholding on or other adjustment to the Capital Account(s) or otherwise to the interest of a Partner or Former Partner, or any other event or events occur(s) necessitating or justifying, in the General Partner’s sole judgment an equitable adjustment to the Capital Account(s) or otherwise to the interest of a Partner or Former Partner (including if allocations would not properly reflect the economic arrangement of the Partners or Former Partners or would otherwise cause an inequitable or onerous result for any Partner), the General Partner shall make such adjustments to the Capital Account(s) or otherwise to the interest of the Partners or Former Partners including in the determination and allocation among the Partners (and Former Partners, if relevant) of Net Capital Appreciation, Net Capital Depreciation, Capital Accounts, Partnership Percentages, Incentive Allocation, Management Fee, items of income, deduction, gain, loss, credit or withholding for tax purposes, accounting procedures or such other financial or tax items as shall equitably take into account such event (or events) and applicable provisions of Law or regulation, and the determination thereof in the sole discretion of the General Partner shall be final and conclusive as to all of the Partners (and Former Partners, if relevant).

Section 13.3      Governing Law . Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all of the terms and provisions hereof shall be governed by and construed under the Laws of the Cayman Islands.

Section 13.4      No Third Party Rights . Except for the provisions of Section 6.5 , the provisions of this Agreement, including the provisions of Section 7.2 , are not intended to be for the benefit of any creditor or other Person (other than the Partners in their capacities as such) to which any debts, liabilities or obligations are owed by (or who otherwise have a claim against or dealings with) the Partnership or any Partner, and, to the fullest extent permitted by Law, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Law, 2014 (as amended) of the Cayman Islands to enforce any provision of this Agreement; provided that, without the prior explicit and written consent of the General Partner (such consent to refer specifically to this Section 13.4 ), no Indemnified Party (other than the General Partner and the Investment Manager) shall be entitled to claim the benefit of any right otherwise accruing to such Indemnified Party under Section 6.5 . Notwithstanding any other provision of this Agreement, including the foregoing, the consent of or notice to any person who is not a party to this Agreement shall not be required for any termination, rescission or agreement to any amendment, waiver or other variation, assignment, novation, release or settlement under this Agreement at any time.

Section 13.5      Entire Agreement . Without limiting and subject to Section 12.1(f) and Section 12.2(c) , this Agreement, the Subscription Agreement and the Trademark License Agreement represent the entire agreement among the parties hereto governing the subject matter hereof, and supersede and cancel all prior negotiations, correspondence or agreements, written or oral, among the parties hereto with respect to the subject matter hereof. In addition to the foregoing, notwithstanding the termination of the Amended JV Agreements, the General Partner and TP Re agree that the Investment Manager’s obligations as set forth under Section 5.2 of the Amended JV Agreements shall now be borne by the General Partner in favor of TP Re in respect of the Partnership, and, in such event, the Partnership’s obligations under Section 6.5.2 of this Agreement shall not apply.

Section 13.6      Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

Section 13.7      Miscellaneous .

(a)      All pronouns used herein and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person may require. Any reference to any federal, state, local, or foreign statute or Law is deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” means including without limitation. The word “or” is not exclusive. All words used in this Agreement shall be construed to be of such gender or number as the circumstances require.

(b)      Each party hereto hereby agrees that the other parties would be damaged irreparably if any provision of this Agreement were not performed in accordance with the specific terms or were otherwise breached and each party hereto agrees that any party shall be entitled to seek equitable relief, including any injunction or injunctions, to prevent breaches or threatened breaches of this Agreement by the other parties or any of their Representatives and to specifically enforce the terms and provisions of this Agreement.

(c)      Each party hereto acknowledges, confirms and agrees that, by entering into this Agreement, such party intends to take any and all lawful actions toward effecting the purpose and objectives of this Agreement. Accordingly, each of the parties hereto hereby agrees and covenants not to engage in any business, activities, transactions or actions, directly or indirectly, with the intent, purpose or effect of undermining the purpose and objectives of this Agreement.

(d)      The General Partner shall have a reasonable opportunity to review any press release or Form 8-K made in connection with the parties entering into this Agreement.

Section 13.8      Partners Not Agents . Nothing contained in this Agreement shall be construed to constitute any Partner the agent of another Partner, except as specifically provided in this Agreement, or in any manner to limit the Partners in the carrying on of their own respective businesses or activities.

Section 13.9      Severability . Each provision of this Agreement is intended to be severable. A determination that a particular provision of this Agreement is illegal or invalid shall not affect the validity of the remainder of the Agreement.

Section 13.10      Discretion . Whenever in this Agreement the General Partner is permitted or required to make a decision in its “discretion,” “sole discretion” or under a grant of similar authority or latitude, the General Partner shall be entitled to consider the Partnership’s interests as well as such other interests and factors as it desires, including its own interests and the interests of its Affiliates.

Section 13.11      Venue . Any action, proceeding or claim relating in any way to, arising out of or concerning this Agreement or the Partnership’s affairs shall be brought and maintained exclusively in the Chancery Court of the State of Delaware, and each party irrevocably consents to the jurisdiction of such courts to the broadest extent possible for any such action, proceeding or claim and waives any objection to proceeding there that such party might have on the basis of inconvenient forum, improper venue, or otherwise; provided that if the Chancery Court of the State of Delaware would not have or are found not to have subject matter jurisdiction over any action, proceeding or claim relating in any way to, arising out of or concerning this Agreement or the Partnership’s affairs, such action, proceeding or claim shall be brought and maintained exclusively in the Federal courts located in New York County, and each party irrevocably consents to the jurisdiction of such courts to the broadest extent possible for any such action, proceeding or claim and waives any objection to proceeding there that such party might have on the basis of inconvenient forum, improper venue, or otherwise.

Section 13.12      Waiver of Partition . Except as may otherwise be required by Law in connection with the winding up, liquidation and dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for partition of any of the Partnership’s property.

Section 13.13      Waiver of Jury Trial . EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS WAIVER APPLIES TO ANY LEGAL ACTION OR PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL. THE PARTNERSHIP OR ANY PARTNER MAY FILE AN ORIGINAL COUNTERPART OR COPY OF THIS SECTION 13.13 WITH ANY COURT OR JURISDICTION AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTNERS TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

Section 13.14      Survival . The provisions of Section 3.8 , Section 6.5 , Section 6.7 , Section 7.2 , Section 12.1 , Section 12.2 , Section 12.3 , Section 13.3 , Section 13.5 , Section 13.9 , Section 13.11 , Section 13.12 , Section 13.13 , and this Section 13.14 shall survive the termination of this Agreement, the termination of the Investment Management Agreement and/or the resignation of the General Partner of the Partnership.

[ Signature page follows .]

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as a deed on the date first above written.

GENERAL PARTNER :

THIRD POINT ADVISORS L.L.C.

INITIAL LIMITED PARTNER :

                

LIMITED PARTNERS :

TP RE BERMUDA:

THIRD POINT REINSURANCE COMPANY LTD.

TP RE USA:

THIRD POINT REINSURANCE (USA) LTD.

HOLDCO (solely for purposes of its obligations herein and not as a Limited Partner):

THIRD POINT REINSURANCE LTD.

Exhibit A

INVESTMENT GUIDELINES

Composition of Investments : At least 60% of the investment portfolio will be held in debt or equity securities (including swaps) of publicly traded companies (or their subsidiaries) and governments of OECD (the Organization of Economic Co-operation and Development) high income countries, asset-backed securities, cash, cash equivalents and gold and other precious metals.

Concentration of Investments : Other than cash, cash equivalents and United States government obligations, the Partnership’s total exposure to any one issuer or entity will constitute no more than 15% (multiplied by the Exposure Multiplier) of the investment portfolio’s total long exposure. To the extent that the Partnership exceeds such 15% limitation (as multiplied by the Exposure Multiplier) , the General Partner will promptly notify the Board in writing and if the Board requests that such concentration be lowered, the General Partner will use commercially reasonable efforts to lower concentration at the earliest practicable time.

Liquidity : The portfolio of the Partnership will be invested in such fashion that TP Re has a reasonable expectation that it can meet any of its liabilities as they become due. TP Re will review with the General Partner the liquidity of the portfolio on a periodic basis.

• Net Exposure Limits : The net position (long positions less short positions) may not exceed 2 times net asset value for more than ten trading days in any 30-trading day period.

Exhibit B

REPORTING

The General Partner shall prepare the following reports:

(a)      After each calendar month end, the Partnership shall cause to be prepared to each Partner a statement of such Partner’s Capital Account.

(b)      After the end of the first three (3) quarters of a Fiscal Year, the Partnership shall cause to be prepared for TP Re a report setting out as of the end of the quarter information determined by the General Partner to be appropriate concerning assets, liabilities, profits, gains and losses of the Partnership.

(c)      The General Partner shall use commercially reasonable efforts to assist TP Re in any required internal risk management, control or compliance matters applicable to TP Re and related to this Agreement, including providing regular or ad hoc exposure and/or risk reports and preparing any internal control reviews that are reasonably deemed necessary by TP Re. The General Partner acknowledges that TP Re is subject to the regulatory and information requirements of the Bermuda Monetary Authority and A.M. Best. Furthermore, the General Partner shall use commercially reasonable efforts to give access to the Partnership’s books and records related to TP Re in case requested by the Bermuda Monetary Authority.

(d)      Notwithstanding Section 5.1.2 , upon reasonable notice to the General Partner, the General Partner will use its commercially reasonable efforts to provide TP Re, TP Re’s auditors and regulators with such information as is customarily required in connection with the annual audit of TP Re’s accounts, tax compliance or compliance by TP Re with its regulatory obligations on a timely basis.

(e)      As of the first Business Day of each month, the performance and net asset value of the Partnership over the prior month.  

(f)      On a monthly basis, a report demonstrating compliance with the Guideline requiring the Partnership to generally acquire and dispose of investments on a pari passu basis with the Offshore Master Fund.

(g)      By the third Business Day of each month, the attribution of the Partnership’s performance as of the end of the prior month to (a) the top 10 and bottom 10 performance driving positions and to (b) sub-strategies and overlay hedges as defined in the monthly report of the Partnership.

(h)      The total assets under management of the Relevant Affiliated Funds as of the beginning of each month.

(i)      On a monthly basis, risk and exposure information relative to the Partnership and the Offshore Master Fund, as reasonably requested by the risk management functions of TP Re.

(j)      The open positions of the Partnership as of the last Business Day of the month, such information being subject to the confidentiality duties set forth herein.

(k)      Upon the request of TP Re, the General Partner will provide to the Investment Committee information as to the portfolio positions indirectly held by the Partnership promptly following any such request.

(l)      No later than ten Business Days prior to the applicable due date (including any application extensions), to the extent reasonably practicable the General Partner will provide to TP Re a draft of any U.S. income tax return required to be filed for the Partnership (together with schedules, statements or attachments). The General Partner shall consult with TP Re and in good faith consider any comments provided by TP Re within five Business Days of its receipt of such tax returns.

Except as otherwise specified, all information to be provided on a monthly basis shall be provided no later than ten Business Days after month end.

All information to be provided pursuant to this Exhibit B may be made available in electronic form, such as e-mail or by posting on a web site.

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT, dated July 31, 2018 (this “ Agreement ”), is entered into by and among Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company (“ TP Re Bermuda ”), Third Point Reinsurance (USA) Ltd., a Bermuda Class 4 insurance company (“ TP Re USA ,” and together with TP Re Bermuda, “ TP Re ”), and Third Point Enhanced LP, a Cayman Islands exempted limited partnership (the “ Fund ”). Reference is made to that certain Amended and Restated Exempted Limited Partnership Agreement of the Fund, dated July 31, 2018 (the “ Partnership Agreement ”). All capitalized terms used herein (including in Appendix A ) and not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement.

WHEREAS, TP Re Bermuda and TP Re USA wish to transfer legal title to all of the assets and liabilities (other than the Collateral Assets and assets to maintain the Liquidity Buffer) held in their respective Joint Ventures to the Fund; and

WHEREAS, the Fund desires to admit each of TP Re Bermuda and TP Re USA as limited partners of the Fund.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this Agreement and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1. Transfer of Assets .

(a)      TP Re Bermuda and TP Re USA each hereby agree to transfer legal title (including all rights, obligations, liabilities, credits and other adjustments and/or payments, whether known, unknown, or that could have been known as of the applicable Transfer Date (as defined below)) to all of the assets and liabilities (other than the Collateral Assets and assets to maintain the Liquidity Buffer) (“ Investable Assets ”) held in their respective Joint Ventures to the Fund (the “ Transfer ”), with such Transfer commencing on August 31, 2018 (the “ Effective Date ” and together with any subsequent date on which Investable Assets are transferred to the Partnership, the “ Transfer Dates ” and each, a “ Transfer Date ”). TP Re Bermuda and TP Re USA each acknowledges that the Transfer shall be effectuated, to the extent applicable, through agreements with custodians and prime brokers, and TP Re Bermuda and TP Re USA each agrees to use all commercially reasonable efforts to execute and deliver such agreements. The Fund hereby accepts all such assets and assumes all such liabilities of Investable Assets as of the applicable Transfer Date.

(b)      During the period beginning on the date of this Agreement and ending on the last Transfer Date, if any event occurs, which would give TP Re the right to withdraw from the Partnership under the Partnership Agreement, then TP Re shall not be obligated to transfer to the Partnership an amount of Investable Assets that TP Re would be entitled to

withdraw from the Partnership under the Partnership Agreement had such Investable Assets been invested in the Partnership. If TP Re does not transfer Investable Assets following the occurrence of an event which would have given TP Re the right to withdraw from the Partnership under Section 3.5(a)(viii), Section 3.5(a)(ix), Section 3.5(a)(xi) or Section 6.9 of the Partnership Agreement, then TP Re shall be obligated, to the same extent as though it had effected a withdrawal from the Partnership under such any section of the Partnership Agreement, to work with the Investment Manager in good faith to discuss alternative arrangements to have such non-transferred Investable Assets be managed by the Investment Manager or its Affiliates.

2. Admission as Limited Partners . The parties to this Agreement acknowledge and agree that the Fund shall issue limited partner interests as of each Transfer Date to TP Re Bermuda and TP Re USA, proportionate to and based on the net asset values of the Investable Assets transferred from their respective Joint Ventures to the Partnership on such Transfer Date.

3. Expenses Accrued Before the Transfer . In accordance with Section 8.2(c) of the Partnership Agreement, TP Re acknowledges that if any items of income or loss (including, for the avoidance of doubt, any expenses) of the Fund are attributable to the amounts invested in the Fund pursuant to the Transfer accrued prior to the effective date of the Transfer for the benefit or detriment of TP Re in connection with its investment in the Joint Ventures, then any such items of income or loss (including any such expenses) shall be allocated to TP Re Bermuda and TP Re USA in the same proportions (as reasonably determined by the General Partner) as such items of income or loss (including any such expenses) would have been allocated had TP Re USA and TP Re Bermuda remained invested in their respective Joint Ventures.

4. Representations and Warranties of TP Re . TP Re Bermuda and TP Re USA each represents, warrants and agrees that, as of the Effective Date and each Transfer Date:

(a)      it has been given the opportunity to (i) ask questions of, and receive answers from, the General Partner concerning the terms and conditions of, and other matters pertaining to, its investment in the Fund and (ii) obtain any additional information necessary to evaluate the merits and risks of investing in the Fund that the General Partner can acquire without unreasonable effort or expense;

(b)      it (either alone or together with any legal, regulatory, tax, accounting and financial advisors retained by it in connection with evaluating the merits and risks of investing in the Fund) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating such merits and risks, has evaluated for itself such merits and risks, including the information contained in “Certain Risk Factors” and “Potential Conflicts of Interest” set forth in Appendix A , and is able to bear such risks, including extremely limited liquidity and a complete loss of capital;

(c)      a due diligence questionnaire (the “ DDQ ”) that may include more current information concerning certain risks and other information relating to the Fund, including specific litigation and regulatory information, is available to it upon request;

(d)      it has been advised by the Investment Manager that Part 2 of the Form ADV of the Investment Manager is available upon request;

(e)      it has not relied upon any representations or warranties made by, or other information (whether oral or written) furnished by or on behalf of, the General Partner other than as set forth in the Partnership Agreement and the DDQ, subject to any disclaimers, terms and conditions contained therein;

(f)      it has carefully considered and has, to the extent it believes necessary, discussed with its advisors the suitability of investing in the Fund in light of its particular situation;

(g)      it is an “accredited investor” (as defined in Regulation D promulgated under the Securities Act) and a “qualified purchaser” (as defined in Section 2(a)(51)(A) of the Investment Company Act and the rules and regulations promulgated thereunder);

(h)      any Capital Contributions made by it to the Fund shall not be directly or indirectly derived from activities that may contravene applicable laws and regulations, including anti-money laundering laws and regulations;

(i)      it has conducted due diligence and, to the best of its knowledge, neither it nor any Person or group of Persons controlling or controlled by it: (A) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control from time to time; (B) is a foreign shell bank; (C) resides in or whose funds are transferred from or through an account in a non-cooperative jurisdiction; (D) resides in, or is organized or chartered under the laws of, a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT ACT as warranting special measures due to money laundering concerns; or (E) shall contribute funds that originate from, or will be or have been routed through, an account maintained by a foreign shell bank, an “off-shore bank,” or a bank organized or chartered under the laws of a non-cooperative jurisdiction;

(j)      it acknowledges that (A) the interests in the Fund have not been and will not be registered under the Securities Act, (B) the Fund has not been and will not be registered as an investment company under the Investment Company Act and (C) the interests in the Fund have not been and will not be approved or disapproved by the U.S. Securities and Exchange Commission or by any other federal, state or non-U.S. securities commission or regulatory authority;

(k)      it is a Qualified Institutional Buyer (as defined in Rule 144A of the Securities Act), acting for its own account, the account of another Qualified Institutional Buyer, or the account of one or more “qualified purchasers” (as defined in Section 2(a)(51)(A) of the Investment Company Act and the rules and regulations promulgated thereunder);

(l)      it may have or obtain material non-public information concerning companies with which it or an affiliate is affiliated (excluding any material non-public

information directly related to NYSE: TPRE or any of its subsidiaries), and it represents, warrants and covenants that it will not disclose any such material non-public information to the General Partner, the Investment Manager or any employee or affiliate of the General Partner or the Investment Manager;

(m)      its investment in the Fund will not result in the assets of the Fund constituting or being deemed to constitute “plan assets” within the meaning of ERISA, or applicable state laws, or laws of any non-U.S. jurisdiction, or underlying regulations and administrative policies, that are similar in purpose and intent to ERISA;

(n)      this Agreement and the Partnership Agreement have been duly executed and delivered by it and constitutes a valid and binding agreement, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

(o)      it is duly organized, validly existing and in good standing (if applicable) under the laws of its jurisdiction of organization, and the execution, delivery and performance of this Agreement and the Partnership Agreement are within its corporate or other organizational powers, have been duly authorized by all necessary organizational action and do not and shall not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any provision of any charter, by-laws, organizational document, agreement, instrument or any license, permit, franchise, certificate, rule, regulation, law, judgment, order, writ, injunction or decree to which it is a party or by which it or any of its assets are bound; and

(p)      this Agreement and the Partnership Agreement constitute an arm’s-length agreement between it and the General Partner.

5. Covenants of TP Re . TP Re Bermuda and TP Re USA each agree:

(a)      that if, during the term of the Fund, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties in Section 4 inaccurate or incomplete in any material respect, it shall provide prompt written notification to the General Partner of any such fact, omission, event or change of circumstance, and the facts related thereto, and it is agreed that the failure to provide such notification during the term of the Fund shall be cause for the General Partner to terminate the Fund;

(b)      that it shall provide to the General Partner or its agents, upon reasonable request, any documentation or other information regarding its and its beneficial owners that the Fund or its agents may reasonably require from time to time in connection with the Fund’s obligations under, and compliance with, applicable laws and regulations, including FATCA. By executing this Agreement, each of TP Re Bermuda and TP Re USA waives any provision under the laws and regulations of any jurisdiction that would, in the

absence of such waiver, prevent or inhibit the Fund’s compliance with applicable law as described in this paragraph, including preventing (i) it from providing any requested information or documentation, or (ii) the disclosure by the Fund or its agents of the provided information or documentation to applicable governmental or regulatory authorities; and

(c)      to provide the Fund with any information that the Fund may reasonably request or require in order to comply with applicable U.S. or non-U.S. tax laws or to reduce any U.S. or non-U.S. tax, including withholding tax, that may be imposed on the Fund or any other investor in the Fund. Further, TP Re Bermuda and TP Re USA each acknowledges that in order to enable the Fund to avoid U.S. withholding tax (“ FATCA Withholding Tax ”) pursuant to Sections 1471 or 1472 of the Code, and associated legislation, regulations or guidance, or similar legislation, regulations or guidance enacted in any jurisdiction which seeks to implement similar tax reporting and/or withholding tax regimes, any intergovernmental agreement, treaty, regulation, guidance or any other agreement entered into in order to comply with, facilitate, supplement or implement the legislation, regulations or guidance described in this Section 5(c) , each of TP Re Bermuda and TP Re USA may be required to provide evidence of its identity, address and tax residence or such other information, tax documentation or waivers as may reasonably be required to enable the Fund to comply with its obligations in this regard and that such information may be disclosed to the Internal Revenue Service. TP Re Bermuda and TP Re USA each acknowledges that it may be required to provide such information with respect to its direct and indirect beneficial owners, and to certify such information in such form as may be required. TP Re Bermuda and TP Re USA each acknowledges that the Fund reserves the right to compulsorily redeem any Limited Partner (including TP Re Bermuda or TP Re USA) that does not provide such information or that would not otherwise be exempt from FATCA Withholding Tax. Furthermore, the Fund may cause any Limited Partner (including TP Re Bermuda or TP Re USA) who has failed to timely provide such information, or who has provided information or documentation that is in anyway inaccurate or misleading, to bear the economic burden of any amounts withheld and other costs or expenses incurred as a result of such failure, and TP Re Bermuda and TP Re USA each shall have no claim against the Fund or its agents for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Fund in order to comply with FATCA. TP Re Bermuda and TP Re USA shall each provide to the Fund a fully executed IRS Form W-8BEN-E or IRS Form W-9, as applicable, and any self-certification forms required under FATCA.

6. Privacy Laws . TP Re represents and warrants that all personal data provided to the Fund, the General Partner, the Investment Manager or the Administrator by or on behalf of TP Re has been and will be provided in accordance with applicable laws and regulations, including without limitation those relating to privacy or the use of personal data. TP Re shall ensure that any personal data that it provides to the Fund, the General Partner, the Investment Manager or the Administrator is accurate and up to date, and TP Re shall promptly notify the Administrator if TP Re becomes aware that any such data is no longer accurate or up to date.

TP Re acknowledges receipt of the privacy notice which has been separately provided (the “ Privacy Notice ”). TP Re shall promptly provide the Privacy Notice to (i) each individual whose

personal data TP Re has provided or will provide to the Fund, the General Partner, the Investment Manager or the Administrator in connection with its investment in the Fund (such as a director, partner, trustee, employee, agent or direct or indirect owner) and (ii) any other individual connected to it as may be requested by the Fund, the General Partner, the Investment Manager or the Administrator. TP Re shall also promptly provide to any such individual, on request by the Fund, the General Partner, the Investment Manager or the Administrator, any updated versions of the Privacy Notice and the privacy notice (or other data protection disclosures) of any third party to which the Fund, the General Partner, the Investment Manager or the Administrator has directly or indirectly provided that individual’s personal data.

7. Exculpation and Indemnification .

(a)      Neither the General Partner nor any Affiliate or any members, associates, directors, officers, employees or agents of the General Partner or any Affiliate shall be liable to TP Re for any act or omission based upon honest errors of judgment, negligence or other fault in connection with the transactions contemplated herein, so long as the action or failure to act does not constitute Disabling Conduct. “ Disabling Conduct ” shall mean fraud, reckless disregard, willful misconduct, gross negligence, a material breach of this Agreement or a violation of Law.

(b)      Each of TP Re USA and TP Re Bermuda agrees to indemnify the General Partner, the Investment Manager and their respective members, Affiliates, associates, directors, officers, employees or agents (each, an “ Indemnified Party ” and collectively, the “ Indemnified Parties ”) to the fullest extent permitted by Law and to hold them harmless from and with respect to all (i) fees, costs and expenses (including attorneys’ fees and disbursements) incurred in connection with or resulting from any claim, action or demand against the Indemnified Parties that arise out of or in any way relate to the transactions contemplated herein and (ii) any losses or damages resulting from any such claim, action or demand, including amounts paid in settlement or compromise of the claim, action or demand, except that this indemnification shall not apply to any such fees, costs, expenses, losses or damages (“ Losses ”) arising out of an Indemnified Party’s Disabling Conduct. Further, the Fund’s obligations under this Section 7(b) shall not apply (x) if the General Partner is required to provide an indemnity for such Losses pursuant to the Partnership Agreement, (y) with respect to Losses arising out of any unsuccessful claim, action or demand (excluding counterclaims) by any Indemnified Party against TP Re, or (z) with respect to Losses arising out of any claim, action or demand arising out of or related to disputes among the Indemnified Parties. TP Re shall advance to any Indemnified Party costs and expenses (including attorneys’ fees and disbursements), and that are incurred in connection with any action or proceeding subject to indemnification hereunder, prior to the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified by TP Re. U.S. federal securities laws, under certain circumstances, impose liability even on persons that act in good faith, and TP Re is not waiving any rights they may have to the extent that such liability may not be

waived, modified or eliminated under applicable Law but shall be construed so as to effectuate the provisions of this Section 7(b) to the fullest extent permitted by Law.

(c)      The provisions of this Section 7 shall survive TP Re’s investment in the Fund.

(d)      The obligations of TP Re Bermuda and TP Re USA under this Section 7 shall be several and not joint.

8. Intended Tax Treatment . For applicable tax purposes, (i) TP Re Bermuda’s transfer pursuant to Section 1 shall be disregarded and the Fund shall be treated as a continuation of the Bermuda Joint Venture as more fully described in Section 4.1.6(a) of the Partnership Agreement and (ii) TP Re USA’s transfer pursuant to Section 1 shall be treated in a manner consistent with Section 4.1.6(a) of the Partnership Agreement. No party shall take any action or position inconsistent with such intended tax treatment in any context, including in the preparation or filing of any tax return, the defense of any audit, assessment or other tax-related proceeding or litigation, or otherwise, unless required by applicable law.

9. Beneficial Owners . References herein to “beneficial owners” or “controlling persons” of TP Re Bermuda or TP Re USA (and any other terms or phrases of similar import) shall not include the shareholders of Third Point Reinsurance Ltd. who would be deemed to be “beneficial owners” or “controlling persons” (or any other terms or phrases of similar import) solely by reason of their shareholding in Third Point Reinsurance Ltd. or any other direct or indirect shareholding in security interests issued by Third Point Reinsurance Ltd.

10. New Issues . Each of TP Re Bermuda and TP Re USA each represents and warrants that it is an indirect wholly-owned subsidiary of a publicly-traded company that is listed on a national securities exchange as described in FINRA Conduct Rule 5130(c)(5).

11. Severability . Each provision of this Agreement is intended to be severable. A determination that a particular provision of this Agreement is illegal or invalid shall not affect the validity of the remainder of the Agreement.

12. Waiver . No action taken pursuant to this Agreement, including any investigation by or on behalf of any party hereto, shall be deemed to constitute a waiver by the party taking the action of compliance with any representation, warranty or agreement contained herein. The waiver by any party hereto of any condition or of a breach of another provision of this Agreement shall be in writing and shall not operate or be construed as a waiver of any other condition or subsequent breach. The waiver by any party hereto of any of the conditions precedent to its obligations under this Agreement shall not preclude it from seeking redress for breach of this Agreement other than with respect to the condition so waived.

13. Notices . All notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be given by personal delivery, mailed by Federal Express or U.S. overnight mail or sent by telecopy, email or other electronic means, to such address(es) as a party may specify from time to time. TP Re hereby acknowledges and agrees that

the Fund, the General Partner, the Administrator, the Investment Manager or their respective delegates may deliver and make reports, statements and other communications (including audited financial statements, tax forms (including Schedule K-1s) and privacy policies) available in electronic form, such as e-mail or by posting on a web site; provided, that, upon request by the Fund, TP Re hereby agrees to comply with the requirements set forth in Revenue Procedure 2012-17 with respect to providing consent to the Fund’s issuance of electronic Schedule K-1s to TP Re.

14. Amendment . This Agreement may be modified, supplemented or amended only by a written instrument executed by all of the parties hereto.

15. No Third-Party Beneficiaries . Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person, firm, corporation or other entity other than the parties hereto and their respective successors and assigns any remedy or claim under or by reason of this Agreement or any terms, covenants or conditions hereof, and all of the terms, covenants, conditions, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their respective successors and assigns.

16. Further Assurances . Each of the parties hereby agrees that it will hereafter execute any further instruments of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof.

17. Specific Performance . The parties hereto agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. The parties hereto waive any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award or injunctive, mandatory or other equitable relief.

18. Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

19. GOVERNING LAW . THE VALIDITY, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE OR OF ANY OTHER JURISDICTION.

20. Venue . Any action, proceeding or claim relating in any way to, arising out of or concerning this Agreement shall be brought and maintained exclusively in the Chancery Court of the State of Delaware, and each party irrevocably consents to the jurisdiction of such courts to the broadest extent possible for any such action, proceeding or claim and waives any objection to proceeding there that such party might have on the basis of inconvenient forum, improper venue, or otherwise; provided that if the Chancery Court of the State of Delaware would not have or are found not to have subject matter jurisdiction over any action, proceeding or claim relating in any way to, arising out of or concerning this Agreement, such action, proceeding or claim shall be brought and maintained exclusively in the Federal courts located in New York County, and each party irrevocably consents to the jurisdiction of such courts to the broadest extent possible for any

such action, proceeding or claim and waives any objection to proceeding there that such party might have on the basis of inconvenient forum, improper venue, or otherwise.

21. WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO ANY LEGAL ACTION OR PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

FUND:

THIRD POINT ENHANCED LP

By: Third Point Advisors L.L.C., its general partner

By:      /s/ R. Mendy Haas    
Name:    R. Mendy Haas    
Title:    Authorized Signatory

TP RE BERMUDA:

THIRD POINT REINSURANCE COMPANY LTD.

By:     /s/ Christopher S. Coleman    

Name: Christopher S. Coleman

By:     /s/ Janice R. Weidenborner    
Name:     Janice R. Weidenborner
Title:     EVP, Group General Counsel and     Secretary

TP RE USA:

THIRD POINT REINSURANCE (USA) LTD.

By:     /s/ J. Robert Bredahl    
Name:    J. Robert Bredahl
Title:    Chief Executive Officer

By:     /s/ Manoj K. Gupta        
Name:    Manoj K. Gupta
Title:    President

Appendix A

CERTAIN RISK FACTORS

An investment in the Fund will involve a high degree of risk, including the risk of loss of the entire amount invested. The Fund’s investment program may utilize certain investment techniques and strategies, including leverage and short sales, and may purchase certain types of securities, such as derivatives, futures, swaps, options, mortgage-backed and other asset-backed securities or other financial instruments, which can, in certain circumstances, substantially increase the adverse impact to which the Fund may be subject. There is no assurance that the Fund’s investment objective will be achieved, and results may vary substantially over time. (References to securities herein refer to any and all types of financial instruments, unless the context suggests otherwise.) The following risk factors are not exhaustive and there may be additional risks that may negatively and materially affect the performance of the Fund.

Business Risks

Overall Investment Risk. All investments involve the risk of loss of capital. The securities to be purchased and traded by the Fund will be speculative in nature, and the markets in which the Fund will transact will be highly competitive. Changes in general domestic and international economic and political situations and conditions, including fluctuations in interest rates, the availability of credit, recession and other factors may adversely affect the Fund’s investments. The investment horizon, and consequently the duration, of many of the Fund’s investments may be longer than the investment period of Limited Partners in the Fund. Consequently, Limited Partners withdrawing their Interests from the Fund may not benefit from potential value embodied in the investments held by the Fund at the time of their withdrawal. The investment techniques and strategies to be employed by the Investment Manager in an effort to meet the Fund’s investment objective may increase this risk. There can be no assurance the Investment Manager’s techniques and strategies will be successful, or that the Fund will not incur losses, which could be meaningful. Accordingly, any investment should be made only after consulting with independent, qualified sources of investment, legal, tax, accounting and other advice.

Flexible Investment Approach . The Investment Manager has broad investment authority, and may trade in any type of security, issuer or group of related issuers, country, region and sector that it believes will help the Fund achieve its investment objective. Additionally, the strategies that the Investment Manager may pursue for the Fund are not limited to the strategies described herein; furthermore, such strategies may change and evolve materially over time. The Investment Manager has broad latitude with respect to the management of the Fund’s risk parameters. Other than the Guidelines, the Fund is subject neither to any hard limits regarding diversification of investments nor to formal leverage policies limiting the leverage to be used by the Fund. The Investment Manager will opportunistically implement whatever strategies, risk management techniques and discretionary approaches, as well as such other investment tactics, as it believes from time to time may be suited to prevailing market conditions. Subject to the Guidelines, the Investment Manager may use such leverage, position size, duration and other portfolio management techniques as it believes are appropriate for the Fund. Limited Partners must recognize that by

investing in the Fund, they are placing their capital indirectly under the discretionary management of the Investment Manager and authorizing the Investment Manager indirectly to trade for the Fund using whatever strategies in such manner as the Investment Manager may determine. Any of these new investment strategies, techniques, discretionary approaches and investment tactics may not be thoroughly tested before being employed and may have operational or other shortcomings which could result in unsuccessful investments and, ultimately, losses to the Fund. In addition, any new investment strategy, technique and tactic developed by the Fund may be more speculative than earlier investment strategies, techniques and tactics and may involve material and as-yet-unanticipated risks that could increase the overall risk associated with an investment in the Fund. While Limited Partners will receive monthly reports and quarterly letters describing certain characteristics of the Fund’s portfolio (but which may exclude certain information, including confidential or proprietary information), Limited Partners generally will not be notified of any changes in the Investment Manager’s strategies, techniques, discretionary approach and tactics. There can be no assurance that the Investment Manager will be successful in applying its approach and there is material risk that a Limited Partner may suffer significant impairment or total loss of its capital.

Macro Strategy . The Fund’s macro investing will consist primarily of investing in global fixed income, currency, commodities and equity markets, and their related derivatives, in order to exploit fundamental, economic, financial and political imbalances that may exist in and among markets throughout the world. The success of the Investment Manager’s macro investing depends on the Investment Manager’s ability to identify and exploit such perceived imbalances. Identification and exploitation of such imbalances involves significant uncertainties. There can be no assurance that the Investment Manager will be able to locate investment opportunities or to exploit such imbalances. In the event that the theses underlying the Fund’s positions fail to be borne out in developments expected by the Investment Manager, the Fund may incur losses, which could be substantial.

Distressed Securities . The Fund may purchase securities and other obligations of companies that are in weak financial condition, experiencing poor operating results, having substantial financial needs or negative net worth or facing special competitive or product obsolescence issues or that are involved in bankruptcy or reorganization proceedings, liquidation or other corporate restructuring. Although such purchases may result in significant returns, they involve a substantial degree of risk that can result in substantial or total losses and may not show any return for a considerable period of time (if at all). In fact, many of these securities and investments ordinarily remain unpaid unless and until the company reorganizes and/or emerges from bankruptcy proceedings, and as a result may have to be held for an extended period of time.

The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial distress is unusually high. Among the problems involved in assessing and making investments in troubled issuers is the fact that it frequently may be difficult to obtain information as to the condition of such issuer. These types of investments require active monitoring and may, at times, require participation in bankruptcy or reorganization proceedings by the Fund and/or the Investment Manager. To the extent that such proceedings arise, the Fund may have a more active participation in the affairs of

the issuer than that assumed generally by an investor. In addition, participation in such proceedings may restrict or limit the Fund’s ability to trade certain securities. There is no assurance that the Investment Manager will correctly evaluate the nature and magnitude of the various factors that could affect the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company in which the Fund invests, the Fund may lose its entire investment or may be required to accept cash or securities with a value less than the Fund’s original investment.

The market prices of the securities of such issuers are also subject to abrupt and erratic market movements and above average price volatility, and the spread between the bid and asked prices of such securities may be greater than normally expected. It may take a number of years for the market prices of such securities to reflect their intrinsic values. In addition, it is anticipated that some of such securities in the portfolio of the Fund may not be widely traded, and that the Fund’s position in such securities may be substantial in relation to the market for such securities.

Fixed Income Securities Generally . The Fund may invest in fixed income securities. Investment in these securities may offer opportunities for income and capital appreciation, and may also be used for temporary defensive purposes and to maintain liquidity. Fixed income securities are obligations of the issuer to make payments of principal and/or interest on future dates, and include, among other securities: bank debt, bonds, notes, and debentures issued by corporations; debt securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities or by a non-U.S. government or one of its agencies or instrumentalities; municipal securities; and mortgage-backed and other asset-backed securities. These securities may pay fixed, variable, or floating rates of interest, and may include zero coupon obligations. Fixed income securities are subject to the risk of the issuer’s or a guarantor’s inability to meet principal and interest payments on its obligations ( i.e. , credit risk) and are subject to price volatility due to factors such as interest rate sensitivity, market perception of the creditworthiness of the issuer, general market liquidity ( i.e. , market risk), government interference, economic news, and investor sentiment. The Fund’s fixed income investments may be subject to early withdrawal features, refinancing options, pre-payment options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by the Fund earlier than expected. This may happen when there is a decline in interest rates, or when a borrower’s performance allows the refinancing of certain classes of debt with lower cost debt. To the extent such early prepayments increase, they may have a material adverse effect on the Fund’s investment objectives and the profits on capital invested in fixed income investments. As with other investments made by the Fund, there may not be a liquid market for any of the debt instruments in which the Fund invests, which may limit the Fund’s ability to sell these debt instruments or to obtain the desired price. The Fund may also purchase loans as participations from certain financial institutions and the Fund may be subject to the credit risk of the selling financial institution as well as that of the underlying borrower.

The Fund may attempt to take advantage of undervalued fixed income securities or relative mispricings in disrupted credit markets. The identification of attractive investment opportunities in disrupted credit markets is difficult and involves a significant degree of uncertainty. During periods of “credit squeezes” or “flights to quality,” the market for fixed income investments

can become substantially reduced. This poses a particular risk that leveraged credit instrument positions held by the Fund may need to be sold at discounts to fair value in order to meet margin calls. At the same time, the dealers may correspondingly reduce the value of outstanding positions, resulting in additional margin calls as loan to value triggers are hit under prime brokerage and swap agreements.

Corporate Bonds . The Fund may invest in corporate bonds. Corporate bonds are subject to the risk of the issuer’s inability to meet principal and interest payments on the obligation and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. When interest rates decline, the value of the Fund’s corporate bonds can be expected to rise, and when interest rates rise, the value of those securities can be expected to decline. Bonds with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities. Many such bonds are unsecured, which makes them less likely to be fully repaid in the event of a bankruptcy.

High Yield Securities . The Fund may invest in “high yield” debt and preferred securities which are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Securities in the lower rating categories are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominately speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with lower-rated securities, the yields and prices of such securities may tend to fluctuate more than those of higher-rated securities. The market for lower-rated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold and could result in the Fund being unable to sell such securities for an extended period of time. In addition, adverse publicity and investor perceptions about lower rated securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such lower-rated securities .

Companies that issue such securities are often highly leveraged and may not have available to them more traditional methods of financing. Minor economic downturns could disrupt severely the market for such securities and may have an adverse impact on the value of such securities. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default of such securities.

Bank Loans . The Fund may invest in loans and loan participations originated by banks and other financial institutions. These investments may include highly-leveraged loans to borrowers with below investment grade credit ratings. Such loans are typically private corporate secured loans that are negotiated by one or more commercial banks or financial institutions and syndicated among a group of commercial banks and financial institutions. In order to induce the lenders to extend credit and to offer a favorable interest rate, the borrower (whose equity may be publicly-traded) often provides the lenders with extensive information about its business that is not generally available to the public. To the extent that the Fund obtains such information and it is

material and nonpublic, the Fund may be unable to trade in the other securities of the borrower until the information is disclosed to the public or otherwise ceases to be material, nonpublic information. A failure by the Fund to advance requested funds to a borrower could result in claims against the Fund and in possible assertions of offsets against amounts previously lent. Depending on the way in which the Fund acquires its interest in a bank loan, it may be exposed to credit risks of both the borrower and the institution which sold the Fund its interest in the loan. Also, bank loan transfers typically require consent of the issuer and agent bank, so the settlement period is longer and creates increased credit and counterparty risk.

Mortgage and Other Asset-Backed Securities . The Fund may invest in mortgage-backed securities and other asset-backed securities, whose investment characteristics differ from corporate debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans or other assets generally may be prepaid at any time. Mortgage-backed securities and asset-backed securities may also be subject to call risk and extension risk. For example, because homeowners have the option to prepay their mortgages, the duration of a security backed by home mortgages can either shorten ( i.e. , call risk) or lengthen ( i.e. , extension risk). In general, if interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to increase. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to decrease. In either case, a change in the prepayment rate can result in losses to investors. If the Fund purchases securities that are subordinated to other interests in the same mortgage pool, the Fund may only receive payments after the pool’s obligations to other investors have been satisfied. The Fund may from time to time invest in structures commonly known as “ Re-REMICS ,” in which case it will purchase an interest in a trust that owns mortgage-backed securities. Re-REMICS issue senior and junior tranches and the Fund usually buys the junior, subordinated tranche. An unexpectedly high rate of default on mortgages in the mortgage pools serving as collateral for the Fund’s securities may limit substantially the applicable pool’s ability to make payments to the Fund as a holder of securities, which may reduce the value of those securities or render them worthless.

The residential mortgage market in the United States has experienced a variety of difficulties and changed economic conditions that may adversely affect the performance of the Fund. Delinquencies, default and foreclosure rates with respect to residential mortgage loans remain high (compared to pre-crisis levels), and increases in delinquencies, defaults and foreclosures since 2006 have not been limited to sub-prime mortgage loans. A continued decline or an extended flattening of those values may result in additional increases in delinquencies and losses on residential mortgage loans, particularly with respect to second homes and investor properties and with respect to any residential mortgage loan, the aggregate loan amount of which (including any subordinate liens) is close to or greater than the related property value. Many states and localities have also experienced a significant increase in foreclosures. Foreclosure sales tend to depress home prices, thereby making it more difficult for borrowers to refinance and increasing the rate of defaults.

In response to these circumstances, U.S. federal, state and local authorities have enacted and continue to propose new legislation, rules and regulations relating to the origination, servicing and treatment of mortgage loans in default or in bankruptcy.

These initiatives could result in delayed or reduced returns on mortgage-backed securities. Changes in laws and other regulatory developments relating to mortgage loans may impact the Fund’s investments in mortgage-backed securities in the future.

Additionally, the exercise of foreclosure and other remedies may involve lengthy delays and additional legal and other related expenses on top of potentially declining property values. Furthermore, there may be circumstances where the Fund will own real estate property as part of a required foreclosure on, or receipt of a deed in lieu of foreclosure from, a defaulted borrower. If the Investment Manager decides to dispose of the property following such foreclosure or receipt of such deed in lieu of foreclosure, it may not be able to find a third-party buyer it deems suitable for such property for an indeterminate amount of time. In certain circumstances, the Fund may also become liable upon taking title to an asset for environmental or structural damage existing at the property. Finally, the holding and managing of real estate property is not part of the Fund’s investment strategy and the management and ultimate liquidation of these properties may detract from the Investment Manager’s ability to execute the Fund’s investment objectives. These circumstances may reduce returns and subject the Fund to unexpected legal and regulatory proceedings.

In addition, numerous residential mortgage loan lenders that originated sub-prime mortgage loans are no longer operating or are otherwise unable to lend in significant amounts. Those difficulties have resulted in part from declining markets for mortgage loans, as well as from claims for repurchases of mortgage loans previously sold under provisions that require repurchase in the event of early payment defaults, or for material breaches of representations and warranties made on the mortgage loans, such as fraud claims. The risk of such defaults is generally higher in the case of mortgage pools that include “sub-prime” mortgages.

Certain of the risks noted above in respect of mortgage-backed securities also apply to other types of asset-backed securities.

Asset-backed securities secured by consumer loans may be subject to additional risks, including increased instances of nonperformance, which may result from over-leverage, the need for rehabilitation of the borrower or poor management by the related servicer. Modifications to nonperforming consumer loans may also adversely affect the performance of such securities as a result of principal or interest reductions on the underlying consumer loans. The secondary market for consumer loan asset-backed securities is limited, as is the market for the sale of consumer loans (whether performing or non-performing) in the event that any trustee of such securities attempts to sell the underlying collateral upon an event of default. Moreover, consumer loan origination may be subject to increasing regulation, which may result in substantial diminution of the market value of related asset-backed securities and the consumer loans themselves.

A 2015 court decision regarding the application of usury laws to non-bank holders of consumer loans may also impact the market for securitized consumer loan products by making

such products less profitable to non-bank holders, which could have an adverse effect on the Fund’s investment in any consumer loan-backed asset-backed securities.

The Fund may also purchase consumer and other loans from an originator or other third party and “warehouse” such loans until it has, along with the Affiliated Funds, accumulated a critical mass sufficient to securitize. The Fund will assume the risk of market value and credit quality changes in such warehoused loans from the date such warehoused loans are acquired by the Fund to the securitization date. There is a risk that the Fund may not be able to accumulate sufficient loans for such securitization purposes, in which case the Fund may be required to hold the related loans until maturity. In addition, asset-backed security warehouse facility structures continue to evolve, in part to address new regulatory concerns and in part to react to market preferences. In the event that the warehouse structure adopted by the Fund in financing consumer loans becomes a disfavored or regulated structure, this could expose the Fund to additional risk ( e.g ., the failure to syndicate or the increased expense of restructuring to comply with regulation).

The Fund may also purchase accounts receivable, and warehouse and/or securitize such accounts receivable. Such accounts receivable are subject to similar risks as those disclosed above for loans. In addition, in certain circumstances the Fund may hold a participation interest in accounts receivable or a loan rather than the accounts or loans themselves. In such circumstances, the Fund may not have the rights to enforce compliance by the account debtor or borrower, may not have the right to object to or vote on changes to the underlying credit documentation, and may not benefit from set-off rights or a senior claim in the bankruptcy of the underlying debtor or borrower. Further, participation interests are subject to comparatively greater liquidity and financing risks than the underlying accounts receivable or loans.

The Fund’s investments in mortgage and other asset-backed securities may expose it to additional risks arising out of the new “risk retention” rules applicable to such securitizations. Such rules are already in effect for residential mortgage-backed securities and other asset-backed securities. Under these rules, sponsors of securitizations must retain at least 5% of the credit risk of the assets being securitized (via holding an eligible vertical interest, an eligible horizontal residual interest, or some combination of the two). While the Fund has engaged advisors to structure its investments and intends its investments and structure to be compliant with these rules, they are new and untested. The final risk retention rules are silent with respect to the consequences of non-compliance. Whether or not intended, the SEC, the Federal Reserve, the Officer of Comptroller of the Currency or the Federal Deposit Insurance Corporation may determine that the Fund or one of its affiliates is a sponsor of one or more of the securitizations in which the Fund invests. Potential consequences of non-compliance could include civil monetary penalties, cease-and-desist orders, industry bans, or even rescission of contracts entered into in connection with the applicable securitization transaction, in which case the value of the Fund’s investments in related securities may be reduced to zero. If any of these consequences or other enforcement methods available to the applicable agencies are applied to the sponsor of a securitization in which the Fund invests, partial or complete losses on the related securities may result and adversely affect the performance of the Fund.

Investing in Emerging, Developing and Under-Developed Markets and Foreign Securities . The Fund’s investing in foreign securities may involve heightened risks in comparison to the risks of investing in domestic securities, including unfavorable changes in currency rates and exchange control regulations, reduced and less reliable information about issuers and markets, less stringent accounting standards, illiquidity of securities and markets, higher brokerage commissions, transfer taxes and custody fees, local economic or political instability and greater market risk in general. In particular, investing in securities of issuers located in emerging, developing and under-developed market countries involves additional risks, such as: (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty including war; (iii) higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity and smaller capitalization of securities markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations on repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (viii) increased likelihood of governmental involvement in and control over the economy; (ix) governmental decisions to cease support of economic reform programs or to impose centrally planned economy; (x) differences in auditing and financial reporting standards which may result in the unavailability of material information, and lack of reliable information, about issuers; (xi) lax regulation of the securities markets and inconsistent enforcement of existing regulations; (xii) less established tax laws and procedures; (xiii) additional taxes (for example, dividend and interest payments from, and capital gains in respect of, certain foreign securities may be subject to foreign taxes that may or may not be reclaimable); (xiv) longer settlement periods for securities transactions and less reliable clearance and custody arrangements; (xv) less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors; and (xvi) certain considerations regarding the maintenance of Fund securities and cash with non-U.S. brokers and securities depositories. Finally, many transactions in these markets are executed as a “total return swap” or other derivative transaction with a financial institution counterparty, and as a result the Fund has counterparty credit risk with respect to such counterparty.

Risk Arbitrage Transactions . The Fund may also engage in risk arbitrage transactions where it will purchase securities at prices slightly below the anticipated value of the cash, securities or other consideration to be paid or exchanged for such securities in a proposed merger, exchange offer, tender offer or other similar transaction. Such purchase price may be substantially in excess of the market price of the securities prior to the announcement of the merger, exchange offer, tender offer or other similar transaction. If the proposed merger, exchange offer, tender offer or other similar transaction later appears likely not to be consummated or in fact is not consummated or is delayed, the market price of the security purchased by the Fund may decline sharply and result in losses to the Fund. In certain transactions, the Fund may not be “hedged” against market fluctuations. This can result in losses even if the proposed transaction is consummated. In addition, a security to be issued in a merger or exchange offer may be sold short by the Fund in the expectation that the short position will be covered by delivery of such security when issued. If the merger or exchange offer is not consummated, the Fund may be forced to cover its short position at a higher price than its short sale price, resulting in a loss.

Thinly-Traded, Non-Publicly Traded and Illiquid Securities . Investments held by the Fund may be thinly-traded or may lack a liquid trading market altogether, which may result in the inability of the Fund to sell any such investment (or do so at desirable prices), or to close out a transaction (or do so at desirable prices) or to cover the short sale of an investment, thereby forcing the Fund to incur potentially unlimited losses.

Investments may be subject to limitations on resale. Limitations on resale may have an adverse effect on the marketability of portfolio investments and the Fund might be unable to dispose of investments purchased in private placements or other illiquid securities promptly or at reasonable prices. The Fund might also have to register such restricted investments in order to dispose of them resulting in additional expense and delay. In such circumstances, the Fund may be subject to additional potential liabilities as a seller of such investments under a registration statement or similar document. Adverse market conditions could impede such a public offering of investments.

Moreover, determining the fair value of thinly-traded, non-publicly traded and other illiquid investments is challenging and the values ascribed to such investments is likely to involve certain subjective assumptions.

Finally, since the Fund does not have a “side pocket” mechanism, if there are substantial withdrawals that are not offset by subscriptions and the Fund needs to raise cash by selling investments, withdrawing Limited Partners are likely to be paid by the Fund through the sale of more liquid portfolio positions, thereby increasing the portion of the portfolio that is illiquid.

Convertible Securities . As a result of the conversion feature, convertible securities typically offer lower interest rates than if the securities were not convertible. During periods of rising interest rates, it is possible that the potential for capital gain on convertible securities may be less than that of a common stock equivalent if the yield on the convertible security is at a level that would cause it to sell at a discount. To the extent that convertible securities are rated lower than investment grade or not rated, there would be greater risk as to timely repayment of the principal of, and timely payment of interest or dividends on, those securities. In the absence of adequate anti-dilution provisions in a convertible security, dilution in the value of the Fund’s holding may occur in the event the underlying stock is subdivided, additional securities are issued, a stock dividend is declared, or the issuer enters into another type of corporate transaction which increases its outstanding securities.

Risks of Special Techniques

Each of the special investment techniques that the Fund may use is subject to certain risks that are summarized below.

Leverage . The Fund is meant to be a “levered version” of Third Point Offshore Fund, Ltd. (the “ Offshore Fund ”), which uses, at times, leverage. As such, the Fund is authorized to incur leverage, which could be at times significant. Although the use of borrowed money to purchase securities will permit the Fund to make investments in an amount in excess of the Fund’s capital, it will also increase the Fund’s exposure to losses. Subject to the Guidelines, the Fund will seek to use levels of leverage on a risk-adjusted basis deemed prudent by the Investment Manager

(taking into account the Fund’s investment strategy of mimicking the Offshore Fund but on a more highly leveraged basis). The use of leverage also exposes the Fund to increased operational and market risks. Among other risks, the use of leverage tends to exacerbate and/or accentuate negative market movements, small hedging errors may be amplified by leverage, price and valuation disputes with counterparties must be resolved to assure collateral maintenance and hedges may at times fail to track investments due to uncorrelated changes in spreads among various instruments. The Investment Manager will determine the “leverage factor” versus the Offshore Fund on a continuous basis, reflecting market sentiment and other factors. Also, the Management Fee increases to the extent the leverage on the Fund exceeds the leverage on the Offshore Fund; therefore, there is an additional incentive for the Investment Manager to utilize leverage in this Fund.

Margin Borrowings. The Fund could be subject to a “margin call” pursuant to which it must either deposit additional funds or liquidate assets for subsequent deposit with a prime broker, or the Fund could suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a drop in the value of the Fund’s assets, the Investment Manager might not be able to liquidate assets quickly enough to pay off the margin debt. In such a case, the prime broker may liquidate additional assets of the Fund to satisfy such margin debt.

Repurchase Agreements . Under a repurchase agreement, the Fund “sells” securities or other obligations and agrees to repurchase them at a specified date and price. In a reverse repurchase transaction, the Fund “buys” securities issued from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by the Fund, plus interest at a negotiated rate.

The use of repurchase and reverse repurchase agreements by the Fund involves a variety of risks. For example, repurchase agreements may involve the risk that the market value of the securities or other obligations purchased with the proceeds of the repurchase agreement by the Fund may decline below the price of the securities or other obligations the Fund has sold but is obligated to repurchase. If the buyer of securities or other obligations under a repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the obligation of the Fund to repurchase the securities or other obligations and the Fund’s use of the proceeds of the repurchase agreement may effectively be restricted pending such decision. To the extent that, in the meantime, the value of the securities or other obligations that the Fund has purchased has decreased, the Fund could experience a loss.

Further, in relation to reverse repurchase agreements, if the seller of securities to the Fund defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Fund will seek to dispose of such securities, which action could involve costs or delays and the Fund may suffer a loss to the extent that it is forced to liquidate its position in the market, and proceeds from the sale of the underlying securities are less than the repurchase price

agreed to by the defaulting seller. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Fund’s ability to dispose of the underlying securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that the Fund may not be able to substantiate its interest in the underlying securities.

Necessity for Counterparty Trading Relationships; Counterparty Risk . The Fund has numerous relationships with counterparties used to obtain financing, derivative intermediation and prime brokerage services; however, there can be no assurance that the Fund will be able to maintain such relationships or establish new ones. An inability to establish or maintain such relationships would limit the Fund’s trading activities and could create losses, preclude the Fund from engaging in certain transactions, financing, derivative intermediation and prime brokerage services and prevent the Fund from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships before the Fund establishes additional relationships could have a significant impact on the Fund’s business due to the Fund’s reliance on such counterparties.

Some of the markets in which the Fund may effect its transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide ) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. In addition, in the case of a default, the Fund could become subject to adverse market movements while replacement transactions are executed. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Fund has concentrated its transactions with a single counterparty or small group of counterparties.

Furthermore, there is a risk that any of the Fund’s counterparties could become insolvent and/or the subject of insolvency proceedings. If one or more of the Fund’s counterparties were to become insolvent or the subject of insolvency proceedings in the United States (either under the U.S. Securities Investor Protection Act of 1970, as amended or the United States Bankruptcy Code), there exists the risk that the recovery of the Fund’s securities and other assets from the Fund’s prime brokers or broker-dealers will be delayed or be of a value less than the value of the securities or assets originally entrusted to such prime broker or broker-dealer. The insolvency of such prime broker or broker-dealer could seriously damage the operations of the Fund, and the Fund could lose a substantial portion or all of its assets held with such prime broker or broker-dealer. Securities and other assets deposited with custodians or brokers may not be clearly identified as being assets of the Fund, and hence the Fund may be exposed to a credit risk with regard to such parties. Assets which are deposited with the Fund’s brokers as margin will be available to the creditors of the brokers in the event of the bankruptcy or insolvency of the broker. For example, while brokers are required to segregate client assets from their proprietary assets and are required to hold specified amounts of capital in reserve, client assets are normally held in pooled client accounts for the benefit

of all clients. The broker may be able to transfer client assets out of such client accounts in the ordinary course of business, or rehypothecate the assets. If the pro rata share that the Fund receives is less than 100% of what the broker owes it (the Fund is entitled as a matter of law to the cash and marked-to-market value of the securities in its prime brokerage account, minus any indebtedness to the relevant broker), the Fund could recover cash or securities with a marked-to-market value of up to a specified statutory limit from a fund established under U.S. law to reimburse customers of insolvent brokers. If the Fund does not recover all cash and securities, including securities that have been rehypothecated, from its account with a broker after receiving its pro rata share of customer property recovered from the insolvent broker’s estate, if any, and maximum payment from the customer reimbursement fund established under U.S. law to reimburse customers of insolvent broker-dealers, it will be an unsecured creditor of the insolvent broker with respect to such shortfall and, therefore, may not be able to recover equivalent assets in full, or at all. In addition, while the return of client property is designed to occur on an expedited basis (usually by transfer of the accounts to a solvent broker), the Fund may be unable to trade the assets that were held by the insolvent broker during this transfer period. In certain circumstances, the assets of the Fund held at a broker could be at risk if other clients of the broker fail to meet margin requirements and the assets of the broker are insufficient to cover any shortfall. Further, there may be practical or timing problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party.

In addition, the Fund may use counterparties located in jurisdictions outside the United States. Such local counterparties are subject to the laws and regulations in foreign jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to the Fund’s assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on the Fund and its assets.

The Fund is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. Moreover, the Investment Manager’s evaluation of the creditworthiness of the Fund’s counterparties may prove inaccurate. The ability of the Fund to transact business with any one or more counterparties, the lack of complete and “foolproof” evaluation of the financial capabilities of the Fund’s counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.

Derivative Instruments in General. The Investment Manager may use various derivative instruments, including options, futures, forward contracts, swaps and other derivatives, which may be volatile and speculative. Certain positions may be subject to wide and sudden fluctuations in market value. Derivatives, especially over-the-counter (“ OTC ”) derivatives engaged as a privately negotiated contract against a principal counterparty, may be subject to adverse valuations reflecting the counterparty’s marks (or valuations), which might not correspond to the

valuations of other market or exchange-traded instruments. Derivatives used for hedging purposes may not correlate strongly with the underlying investment sought to be hedged. Derivative instruments may not be liquid in all circumstances, so that in volatile markets the Fund may not be able to close out a position without incurring a loss. Trading in derivative instruments may permit the Fund to incur additional leverage, which may magnify the gains and losses experienced by the Fund and could cause the Fund’s net asset value to be subject to wider fluctuations than would otherwise be the case. While derivatives used for hedging purposes can reduce or eliminate losses, such use can also reduce or eliminate gains. When the Fund uses derivatives as an investment vehicle to gain market exposure, rather than for hedging purposes, any loss on the derivative investment will not be offset by gains on another hedged investment. The Fund is therefore directly exposed to the risks of that derivative. Derivatives may not be available to the Fund upon acceptable terms. As a result, the Fund may be unable to use derivatives for hedging or other purposes. As noted above under “ Necessity for Counterparty Trading Relationships; Counterparty Risk ,” counterparty relationships related to derivatives transactions subject the Fund to additional risks.

Futures. Futures markets are highly volatile and are influenced by factors such as changing supply and demand relationships, governmental programs and policies, national and international political and economic events and changes in interest rates. Because of the low margin deposits normally required in futures trading, a high degree of leverage is typical of a futures trading account, and a relatively small price movement in a futures contract may result in substantial gains or losses to the trader. Futures positions are marked to the market each day and variation margin payments must be paid to or by the Fund. Futures trading may also be illiquid, and certain exchanges do not permit trading in particular contracts at prices that represent a fluctuation in price during a single day’s trading beyond certain set limits. Should prices fluctuate during a single day’s trading beyond those limits, which conditions might last for several days with respect to certain contracts, the Fund could be prevented from promptly liquidating unfavorable positions and thus be subjected to substantial losses. The U.S. Commodity Futures Trading Commission and various exchanges impose speculative position limits on the number of positions that the Fund may hold or control in particular contracts.

Options . Both the purchasing and selling of call and put options entail risks. Although an option buyer’s risk is limited to the amount of the original investment for the purchase of the option, an investment in an option may be subject to greater fluctuation than is an investment in the underlying securities. In theory, an uncovered call writer’s loss is potentially unlimited, but in practice the loss is limited by the term of existence of the call. The risk for a writer of a put option is that the price of the underlying security may fall below the exercise price. Options also involve counterparty risk. However, the Fund generally intends for a majority of its trading in option contracts to be standardized options which trade on recognized exchanges. The Investment Manager believes that these options provide greater liquidity and involve less counterparty risk than customized options for which a clearinghouse does not exist.

Trading in Forward Contracts . The Fund may engage in the trading of forward contracts. In contrast to futures contracts traded on an exchange, forward contracts are not

guaranteed by any exchange or clearing house and are subject to the creditworthiness of the counterparty of the trade. Banks and other dealers with whom the Fund may transact in such forwards may require the Fund to deposit margin with respect to such trading, although margin requirements may at times be minimal. The Fund’s counterparties are not required to continue to make markets in such contracts and these contracts can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain counterparties have refused to continue to quote prices for forward contracts or have quoted prices with an unusually wide spread (the difference between the price at which the counterparty is prepared to buy and that at which it is prepared to sell). Arrangements to trade forward contracts may be made with only one or a few counterparties, and liquidity problems therefore might be greater than if such arrangements were made with numerous counterparties. In addition, disruptions can occur in any market traded by the Fund due to unusually high trading volume, political intervention, or other factors. Market illiquidity or disruption could result in major losses to the Fund.

Hedging Transactions . The Fund is under no obligation to hedge any risk arising out of its investment program and may elect to not hedge any such risk, or to hedge only specific risks. Such hedging activities may be aimed at preventing changes in the market value of the Fund’s portfolio resulting from fluctuations in the securities markets and changes in interest rates, protecting the Fund’s unrealized gains in the value of the portfolio, enhancing or preserving returns, spreads or gains on any investment in the Fund’s portfolio, protecting the Fund against fluctuations in the interest rate or currency exchange rate, protecting the Fund against any increase in the price of any securities the Fund anticipates purchasing at a later date, or may be done for any other reason that the Investment Manager deems appropriate. The success of the Fund’s hedging strategy will be subject to the correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolio being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the Fund’s hedging strategy will also be subject to the Investment Manager’s ability to recalculate, readjust and execute hedges in an efficient and timely manner. There is no guarantee that the Investment Manager will be able to do that successfully. While the Fund may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Fund than if it had not engaged in any such hedging transactions. For a variety of reasons, the Investment Manager may not seek to establish a strong correlation between such hedging instruments and the portfolio holdings being hedged. Such weak correlation may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss.

Swap Agreements . Swap agreements are privately negotiated OTC derivative products in which two parties agree to exchange actual or contingent payment streams that may be calculated in relation to a rate, index, instrument, or certain securities, and a particular “notional amount.” Swaps may be subject to various types of risks, including market risk, liquidity risk, structuring risk, tax risk, and the risk of non-performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty. Swaps can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swaps may increase or decrease the Fund’s exposure to commodity prices, equity or debt securities, long-term or short-term interest rates (in the United States or abroad), non-U.S. currency values, mortgage-backed securities, corporate borrowing rates,

or other factors such as security prices, baskets of securities, or inflation rates and may increase or decrease the overall volatility of the Fund’s portfolio. Swap agreements can take many different forms and are known by a variety of names. The Fund is not limited to any particular form of swap agreement if the Investment Manager determines that other forms are consistent with the Fund’s investment objective and policies. A significant factor in the performance of swaps is the change in individual commodity values, specific interest rates, currency values, or other factors that determine the amounts of payments due to and from the counterparties. If a swap calls for payments by the Fund, the Fund must have sufficient cash availability to make such payments when due. In addition, if a counterparty’s creditworthiness declines, the value of a swap agreement may also decline, potentially resulting in losses to the Fund.

The U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “ Dodd-Frank Act ”) includes provisions that comprehensively regulate OTC derivatives markets for the first time, including the swap markets.

The Dodd-Frank Act and regulations implementing the Dodd-Frank Act mandate that certain OTC derivatives must be submitted for clearing to regulated clearinghouses. OTC trades submitted for clearing will be subject to minimum initial and variation margin requirements set by the relevant clearing member and clearinghouse, as well as possible SEC or CFTC mandated margin requirements. The regulators also have broad discretion to impose margin requirements on non-cleared OTC derivatives and new requirements on holding of customer collateral by OTC derivatives dealers. These requirements may increase the amount of collateral the Fund is required to provide and the costs associated with providing it. Although the Dodd-Frank Act includes limited exemptions from the clearing and margin requirements for certain “end-users,” the Fund does not expect to be able to rely on such exemptions. In addition, the OTC derivative dealers with which the Fund executes the majority of its OTC derivatives will be subject to clearing and margin requirements irrespective of whether the Fund is subject to such requirements. OTC derivative dealers also will be required to post margin to the clearinghouses through which they clear their customers’ trades instead of using such margin in their operations, as is currently permitted. This will increase the OTC derivative dealers’ costs, and these increased costs are expected to be passed through to other market participants in the form of higher upfront margin, less favorable trade pricing, and the possible imposition of new or increased fees.

The SEC and CFTC may also require certain derivative transactions that are currently executed on a bilateral basis in the OTC markets to be executed through a regulated securities, futures, or swap exchange or execution facility. Such requirements may make it more difficult and costly for investment funds, including the Fund, to enter into tailored or customized transactions. They may also render certain strategies in which the Fund might otherwise engage impossible, or so costly that they will no longer be economically viable to implement.

OTC derivative dealers and major OTC derivatives market participants will be required to register with the SEC and/or CFTC. Although neither the Fund nor the Investment Manager is required to register as a dealer or major participant in the OTC derivatives markets, it is possible that going forward, the Fund and/or the Investment Manager may be required to be registered as a dealer or major participant. Registered OTC derivatives dealers and major participants are subject to a number of regulatory requirements, including minimum capital and margin requirements. These requirements may apply irrespective of whether the OTC derivatives in question are OTC derivatives, exchange-traded or cleared. OTC derivatives dealers will also be subject to new business conduct standards, disclosure requirements, reporting and recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest and other regulatory burdens. These requirements may further increase the overall costs for OTC derivative dealers, which costs are also likely to be passed along to market participants. The overall impact of the Dodd-Frank Act on the Fund is highly uncertain and it is unclear how the OTC derivatives markets will adapt to this new regulatory regime.

Although the Dodd-Frank Act will require many OTC derivative transactions previously entered into on a principal-to-principal basis to be submitted for clearing by a regulated clearinghouse, certain of the derivatives that may be traded by the Fund may remain OTC or principal-to-principal contracts entered into privately by the Fund and third parties. The risk of counterparty nonperformance can be significant in the case of these OTC instruments, and “bid-ask” spreads may be unusually wide in these heretofore substantially unregulated markets. While the Dodd-Frank Act is intended in part to reduce these risks, its success in this respect may not be evident for some time after the Dodd-Frank Act is fully implemented, a process that may take several years or more.

The European Market Infrastructure Regulation similarly seeks to comprehensively regulate the OTC derivatives market in Europe for the first time including, in particular, imposing mandatory central clearing, trade reporting and, for non-centrally cleared trades, risk management obligations on counterparties. Taken together, these regulatory developments will increase the OTC derivative dealers’ costs, and these increased costs are expected to be passed through to other market participants in the form of higher upfront and mark-to-market margin, less favorable trade pricing and possible new or increased fees.

Short Sales . The Fund may engage in short selling of any of the instruments it trades. In selling short, the Fund bears the risk of an increase in the value of the instrument sold short above the price at which it was sold. Such an increase could lead to a substantial (theoretically unlimited) loss, as the market price of instruments sold short may increase indefinitely. Under certain market conditions, the Fund might have difficulty purchasing instruments to meet its short sale delivery obligations (such as to complete a dealer buy-in of the underlying instrument). The Fund might also have to sell instruments to raise the capital necessary to meet its short sale margin call obligations

at a time when fundamental investment considerations would not favor closing out such short position. The Investment Manager’s use of “directional” short-selling has subjected the Fund, and may continue to subject the Fund, to risk of litigation. Lawsuits can be brought against short sellers of a company’s stock to discourage short selling. Among other claims, these suits may allege libel, conspiracy, and market manipulation and may expose the Fund to significant liabilities.

Short-selling activities are subject to restrictions imposed by U.S. and non-U.S. securities laws and the various securities exchanges. Limitations on short-selling have been imposed on an emergency basis in the past during market disruptions. Short-selling may be subject to further regulatory restrictions in the future, including reporting requirements on short-selling, which may prevent the Fund from successfully implementing its investment strategies involving short-selling.

Credit Default Swaps . The Fund may purchase or sell credit derivatives contracts—primarily CDS—both for hedging and other purposes. The typical CDS contract requires the seller to pay to the buyer, in the event that a particular “Reference Entity” experiences specified credit events, the difference between the notional amount of the contract and the value of a security or portfolio of securities issued by the reference entity that the buyer delivers to the seller. In return, the buyer agrees to make periodic payments equal to a fixed percentage of the notional amount of the contract. CDS generally trade on the basis of theoretical pricing and valuation models, which may not accurately value such swap positions when established or when subsequently traded or unwound under actual market conditions.

Factors that may influence the value of CDS include the contractually specified credit-related events with respect to a Reference Entity that may trigger settlement of the CDS; optionality that a party has under the terms of the CDS, such as the ability to select the obligations of a Reference Entity that will be delivered or valued or to decide whether or not to trigger settlement; market liquidity for a particular type of CDS; interest rates and the amount of any periodic fixed payments required to be made under the CDS; and the time remaining to the maturity of the CDS.

Decisions made by industry-appointed Credit Derivatives Determinations Committees (“ Determinations Committees ”) may affect the Fund’s rights and obligations under a CDS. If so provided under the terms of a CDS, a Determinations Committee will have the power to make binding decisions on critical issues, such as whether a “credit event” with respect to the Reference Entity has occurred, which obligations of the Reference Entity are deliverable and whether an auction to determine the settlement price for related CDS should take place. The institutions serving on the Determinations Committees or any external reviewers do not owe any duty to the Fund in such capacity and the Fund may be prevented from pursuing claims with respect to actions taken by such persons.

There can be no assurance that the Fund will achieve its hedging, investment or other objectives. Credit events that trigger CDS are expressly defined under the terms of a CDS transaction and may not encompass all of the circumstances in which the Fund may suffer credit-related losses

on an obligation of a Reference Entity. Similarly, some entities that experience credit difficulties do not file for bankruptcy or default on payments on all of their obligations. Instead, they may enter into work-out or restructuring arrangements with their creditors. Unless a CDS expressly provides for a “restructuring” credit event—and the actual event falls within the agreed definition of that credit event—the protection buyer under a CDS may not receive any compensation if such a workout or other restructuring occurs.

CDS transactions can be more operationally intensive than other transactions. CDS transactions may require that certain notices be given in order to exercise rights, realize value or protect and preserve interests under the transaction. Failure to act within the requisite time periods could adversely affect the Fund’s interests under a CDS agreement.

The ultimate outcome of a CDS transaction (following the occurrence of a credit event and satisfaction of all conditions to settlement, if applicable) will be affected by the settlement method applicable to the transaction.

If so provided, a CDS transaction may be cash settled by reference to the price of certain deliverable obligations of the Reference Entity determined in an auction conducted pursuant to terms published by the Determinations Committee (“ auction settlement ”). Although auctions generally can be expected to be held for CDS of Reference Entities that are widely traded in the credit markets, there can be no assurance that an auction will be held for future credit events or that, if held, the auction will result in the determination of a final price. If an auction is not held or fails to result in the determination of a final price, generally either physical settlement or cash settlement will apply.

If “physical settlement” applies to a CDS transaction, the protection buyer must select (if the terms of the CDS transaction provide the protection buyer a choice) an obligation or obligations of the reference entity that satisfies specified deliverability criteria and deliver those obligations to the protection seller in the amount specified in the CDS transaction. In such cases, it is likely that the portfolio of obligations selected by the protection buyer will be obligations of the Reference Entity with the lowest market value (“cheapest-to-deliver”) that are eligible for selection pursuant to the terms of the CDS transaction. Alternatively, physical settlement may not be possible to accomplish under some circumstances, such as inability to procure a deliverable obligation due to market dislocations or prior redemptions or refinancing by the Reference Entity. In such event, the protection buyer may receive no recovery if it is unable to make a required delivery.

If “cash settlement” applies, one of the parties may be required to seek quotations for selected obligations of the Reference Entity. Such quotations may not be available, or the level of such quotations may be substantially reduced as a result of illiquidity in the relevant markets or

as a result of factors other than the credit risk of the Reference Entity (for example, liquidity constraints affecting market dealers). Moreover, the market value of a Reference Entity’s obligations may be highly volatile in the period following a credit event. Accordingly, any quotations so obtained may differ significantly from the value of the relevant obligation that would be determined by reference to the present value of related cash flows, or the value that a party to a CDS transaction could obtain if it controlled the disposition of the obligations.

Actions of Reference Entities (for example, merger or demerger or the repayment or transfer of indebtedness) may adversely affect the value of related CDS. No Reference Entity has any obligation to consider the Fund’s interest (as a party to a CDS) as to any corporate or sovereign actions that might affect the value of the CDS. A Reference Entity may have an incentive to structure a corporate transaction to produce a particular result under CDS, in order to induce holders of its debt obligations to take certain actions. In some instances, a Reference Entity may repay its outstanding liabilities or assign them to a different entity, in which case a CDS with respect to that Reference Entity may no longer have deliverable obligations that could be considered for purposes of settlement of the CDS (a circumstance commonly referred to as an “orphan” credit transaction), which may result in losses for the protection buyer.

A protection seller under a CDS generally will not have rights equivalent to those of a holder of debt obligations of the relevant Reference Entity, such as voting rights or rights to receive consent fees or other distributions from the Reference Entity. Consequently, entering into a CDS transaction as protection seller may be riskier than a direct investment in the obligations of a reference entity.

Enhanced Regulation of Short Sales and Credit Default Swaps . Since November 2012, short sales and CDS are subject to the provisions of the EU Regulation on Short Selling and certain aspects of CDS (the “ Short Selling Regulation ”), which was published in the Official Journal of the European Union on March 24, 2012. The Short Selling Regulation introduces restrictions and disclosure requirements for persons taking short positions in EU shares and sovereign bonds, and prohibits entering into uncovered CDS in relation to EU sovereign debt ( i.e. , where the investor does not have an exposure that it is seeking to hedge either to the sovereign debt itself or to assets or liabilities whose value is correlated to the sovereign debt). In addition, the Short Selling Regulation permits the competent authorities of EU Member States to prohibit or restrict short sales, limit sovereign CDS and impose emergency disclosure requirements, among other things, during times of stressed markets. Competent authorities may also restrict short sales of individual securities which have suffered a significant fall in price in a single day.

The provisions of the SEC rules and the Short Selling Regulation may hinder the Fund’s investment program by preventing it from taking positions that the Investment Manager considers favorable. They may also result in overvaluations of certain securities due to restrictions

on market efficiency. In addition, the SEC’s “Circuit Breaker Uptick Rule” and the emergency powers granted under the Short Selling Regulation to competent authorities during times of stressed markets and with respect to individual securities, may adversely affect the Fund by preventing it from taking hedging positions or other positions that the Investment Manager considers to be in the Fund’s best interests. The imposition of emergency measures under the Short Selling Regulation could, therefore, result in substantial losses to the Fund.

Investments in Certain Metals and Commodities . The Fund may invest directly or indirectly, long or short, in metals, commodities and similar materials. Since ownership of such investments does not generate any income, the sole source of return would be from gains realized on sales of the investments, and a negative return would be realized to the extent such investments are sold at a loss. Certain metals, commodities and similar materials may incur storage or insurance costs that are higher than the custody fees paid on traditional financial assets. Prices of such metals, commodities and materials are affected by factors such as cyclical economic conditions, political events, and monetary policies of various governments and countries. Certain metals, commodities and similar materials are also subject to governmental action for political reasons. Markets for physical commodities are at times volatile, and there may be sharp fluctuations in prices even during periods of rising prices. There is also a risk that such metals, commodities or similar investments could be lost, suffer damage or deterioration if not adequately stored, or stolen, or that access to such investments could be restricted by natural events ( e.g. , force majeure) or tortious human actions. Such risks are increased to the extent the Fund takes possession of a physical commodity. The storage costs for physical commodities are higher than the custody fees paid on financial assets, although the Fund will contract with internationally-recognized custodians to hold any of its owned physical commodities. However, these custodians, consistent with market practice, may not have insurance adequate to cover any such loss. Finally, it is complicated to leverage positions in physical commodities, and to the extent the Fund needs to raise cash on an expedited basis, such commodities may not be available to borrow against on commercial terms.

Exchange Traded Funds (ETFs) . The Fund may invest in shares of ETFs, including for hedging purposes. ETFs may be passively or actively managed. Passively managed ETFs generally seek to track the performance of a particular market index, including broad-based market indexes, as well as indexes relating to particular sectors, markets, regions or industries. Actively managed ETFs do not seek to track the performance of a particular market index and instead actively make investment decisions regarding the securities to be included in an investment portfolio. As an investor in ETFs, the Fund will bear its ratable share of various fees, allocations and expenses of the ETF, all of which are embedded in the net asset value of the ETF. ETFs represent shares of ownership in either funds or unit investment trusts that hold portfolios of common stocks, bonds or other instruments, which, in the case of passively managed ETFs, are designed to generally correspond to the price and yield performance of an underlying index. A primary risk factor relating to ETFs is that the general level of stock or bond prices may decline, thus affecting the value of an equity or fixed income ETF, respectively. An ETF may also be adversely affected by the performance of the specific sector or group of industries on which it is based. Moreover, although passively managed ETFs are designed to provide investment results that generally correspond to the price and yield performance of their underlying indices, ETFs may not be able to exactly replicate the performance of the indices because of their expenses and other factors.

Interest Rates. The Fund may be adversely affected by changes in interest rates. Interest rates are determined by factors of supply and demand in the international money markets and can be influenced by macro-economic factors, speculation and other forms of government intervention. The Fund may experience increased interest rate risk to the extent it invests, if at all, in lower-rated instruments, debt instruments with longer maturities, debt instruments paying no interest (such as zero coupon debt instruments) or debt instruments paying non-cash interest in the form of other debt instruments.

Currency. The Fund’s accounts will be denominated in U.S. dollars. Limited Partners bear all risks of exchange rate fluctuations in respect of any purchase of Interests using currencies other than U.S. dollars. Also, certain of the investments of the Fund may be in currencies other than U.S. dollars. The Fund intends to typically hedge against currency exchange rate fluctuations, but may not do so in the discretion of the Investment Manager. Unless the Fund hedges against fluctuations in exchange rates between the U.S. dollar and the currencies in which Fund investments are denominated in foreign markets, any profits which the Fund might realize in such trading could be eliminated as a result of adverse changes in exchange rates, and the Fund could even incur losses as a result of any such changes. Even if the Fund hedges against such fluctuations, there is no guarantee such hedges will eliminate or reduce such losses. In addition to hedging transactions, the Fund may take speculative positions in currency. Such positions may be leveraged and be subject to significant volatility based on a wide variety of factors which could subject the Fund to significant loss.

Effects of Speculative Position Limits . The CFTC and the U.S. commodities exchanges impose limits, referred to as “speculative position limits,” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options contracts traded on U.S. commodities exchanges. The Dodd-Frank Act significantly expands the CFTC’s authority to impose position limits with respect to futures contracts, options on futures contracts, swaps that are economically equivalent to futures or options on futures, swaps that are traded on a regulated exchange and certain swaps that perform a significant price discovery function. In addition, the Dodd-Frank Act requires the SEC to set position limits on security-based swaps. The Investment Manager could be required to liquidate positions held for the Fund, or may not be able to fully implement trading ideas, in order to comply with such limits. Any such liquidation or limited implementation could result in substantial costs to the Fund.

Turnover . A substantial portion of the Fund’s capital may be invested on the basis of short‑term market considerations. The portfolio turnover rate of those investments may be significant, potentially involving substantial brokerage commissions and fees. These commissions and fees will reduce the Fund’s net profits.

Concentration Risk; Non-Diversified Investment Program . Subject to the Guidelines, the Fund may at certain times hold large positions in a relatively limited number of investments. The Fund could be subject to significant losses if it holds a relatively large position in a single issuer, industry, market or a particular type of investment that declines in value, and the losses could increase even further if the investments cannot be liquidated without adverse market

reaction or are otherwise adversely affected by changes in market conditions or circumstances. The Fund’s investments could potentially be concentrated (and not hedged) in relatively few strategies, issuers, industries or markets.

Market Risks and Lack of Liquidity . The success of the Fund’s investment program depends to a great extent upon the ability of the Investment Manager to assess correctly the future course of price movements of stocks, bonds, and foreign currencies. There can be no assurance that the Investment Manager will accurately predict such movements. In addition, subject to the Guidelines, the Fund may invest in securities with limited liquidity. During periods of stress in the markets, prices for securities with less liquidity typically suffer significantly more than more liquid, exchange-traded equities. This lack of liquidity, together with a failure to accurately predict market movements, may adversely affect the market value of Fund investments from time to time.

Volatility Risk . The Fund’s investment program may involve the purchase and sale of relatively volatile instruments such as derivatives, which are frequently valued based on implied volatilities of such derivatives compared to the historical volatility of underlying securities. Fluctuations or prolonged changes in the volatility of such instruments, therefore, can adversely affect the value of investments held by the Fund. In addition, many non-U.S. financial markets are not as developed or as efficient as those in the U.S., and as a result, price volatility may be higher for the Fund’s investments.

Governmental Intervention . Pervasive and fundamental disruptions undergone by global financial markets may lead to extensive and unprecedented governmental intervention, including conservatorship and the suspensions of short selling with respect to certain companies. Such intervention may be implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, some of these interventions may be unclear in scope and application, resulting in market uncertainty that may negatively affect the efficient functioning of the markets, as well as previously successful investment strategies. It is impossible to predict whether and when such governmental intervention may occur and any such governmental intervention may affect the success of the Fund’s investment strategy and may cause the Fund to sustain significant loss.

Certain legislation proposing greater regulation or taxation of the hedge fund industry periodically is considered by Congress, as well as the governing bodies in non-U.S. jurisdictions. It is impossible to predict what additional interim or permanent governmental restrictions may be imposed on the markets and/or the effect of such restrictions on the Fund’s strategies. Any such regulation could also require increased transparency as to the identity of the Limited Partners.

Trading on Foreign Exchanges. The Fund may trade on exchanges located outside the United States. Trading on such exchanges is not regulated by the SEC and may, therefore, be subject to more risks than trading on domestic exchanges such as the risks of exchange controls, expropriation, burdensome taxation, moratoria and political or diplomatic events.

Loans of Portfolio Securities . The Fund may lend its portfolio securities. By doing so, the Fund attempts to increase income through the receipt of interest on the loan. In the event of the bankruptcy of the other party to a securities loan, the Fund could experience delays in recovering the loaned securities. To the extent that the value of the securities the Fund lent has increased, the Fund could experience a loss if such securities are not recovered.

Reliance on Third Parties . The Investment Manager will rely on third parties to provide it with different types of data, including real time, raw, and calculated data via the Internet. The Fund could be adversely affected if its or its data providers’ computer systems or infrastructure cannot properly process and calculate the information needed for the Investment Manager to conduct its trading strategies or if such information provided is incorrect or incomplete.

Investment Analysis . When assessing investment opportunities, the Investment Manager relies on resources that may have limited or incomplete information. In particular, the Investment Manager relies on publicly available information and data filed with various government regulators. Although the Investment Manager expects that it will evaluate information and data as it deems appropriate and will seek independent corroboration when reasonably available, the Investment Manager will not evaluate all publicly available information and data and is not in a position to confirm the completeness, genuineness or accuracy of the information and data that it evaluates.

As a result, there can be no assurance that the due diligence exercise carried out by the Investment Manager will reveal or highlight all relevant facts that may be necessary or helpful in evaluating investment opportunities. Any failure to have identified the relevant facts may result in an inappropriate investment decision, which may have a material adverse effect on the value of any investment in the Fund.

Fraud . In making certain investments, the Investment Manager often relies upon the accuracy and completeness of representations made by the issuer of such investment, but cannot guarantee the accuracy or completeness of such representations. Of concern in purchasing investments is the possibility of material misrepresentation or omission on the part of an issuer. Such inaccuracy or incompleteness may adversely affect the valuation of any investment. Instances of fraud and other deceptive practices committed by senior management of certain companies in which the Fund may invest may undermine the ability of the Investment Manager to conduct effective due diligence on, or successfully exit investments made in, such companies and may result in the Fund incurring losses. In addition, financial fraud may contribute to overall market volatility, which can negatively impact the Fund’s investment program. Under certain circumstances, payments to the Fund may be reclaimed if they are later determined to have been made with an intent to defraud creditors or make a preferential payment.

Exposure to Material Non-Public and Other Restricting Information . From time to time, the Investment Manager may receive material non-public information (or certain other information) with respect to an issuer of publicly-traded securities or other securities. In such circumstances, the Fund may be prohibited, by law, policy or contract, for a period of time from (i) selling all or a portion of a position in such issuer, (ii) establishing an initial position or taking

any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer.

Engaged Investor . From time to time, the Fund may pursue an active role in effectuating corporate, managerial or similar change with respect to an investment.

The costs in time, resources and capital involved in such investments depend on the circumstances, which are only in part within the Investment Manager’s control, and may be significant, particularly if litigation against the Fund and/or the Investment Manager ensues or if the Fund and/or the Investment Manager commence(s) litigation in furtherance of the Fund’s investment strategy. The expenses associated with such investment strategy, including potential litigation or other transactional costs, such as the costs associated with proxy contests, SEC (or similar regulatory authority) filings, audits and inquiries, and the costs (including incentive compensation (which may amount to significant sums upon the occurrence of certain events) and potential indemnification costs) of having certain individuals be the nominees for or serve on the boards of directors of the “portfolio companies,” at the Fund’s request, in which the Fund invests, will be borne by the Fund.

The success of the Fund’s engaged investment strategy with respect to any specific investment may require, among other things: (i) that the Investment Manager properly identify portfolio companies whose equity prices can be improved through corporate and/or strategic action; (ii) that the Fund acquire sufficient shares of the securities of such portfolio companies at a sufficiently attractive price; (iii) a positive response by the management of portfolio companies to shareholder engagement; (iv) a positive response by other shareholders to shareholder engagement and the Fund’s proposals (such shareholders may include types of shareholders believed by some to not be inclined to support any side in corporate governance disputes); and (v) a positive response by the markets to any actions taken by “portfolio companies” in response to shareholder engagement. No assurances are given that any of the foregoing will succeed.

The Fund, either alone or together with others (including any Affiliated Fund), may secure the appointment of persons to a portfolio company’s board of directors. It is the policy of the Investment Manager that any cash or other compensation paid, or benefits accrued, in either case, to the Investment Manager’s employees (net of any taxes owed by the employee) for their service to a portfolio company’s management team or board of directors are treated as an offset against the Management Fee (with such compensation allocated among the Fund and the Affiliated Funds in such proportion as the Investment Manager deems fair and equitable to reflect their respective interests in the portfolio company), and any such compensation that is in excess of the Management Fee will be donated to a charity selected by the Investment Manager. In doing so, individual(s) (including members, partners, officers, managers, employees or affiliates of the General Partner, the Investment Manager and their respective affiliates or designees) serving on the board of directors of a portfolio company at the Fund’s request may acquire fiduciary duties to such

portfolio company and to such portfolio company’s shareholders, members, unitholders, partners or other owners of such portfolio company, in addition to the duties it owes the Fund. Such fiduciary duties may require such individuals to take actions that are in the best interests of a portfolio company or the shareholders, members, unitholders, partners or other owners of such portfolio company. Accordingly, situations may arise where members, partners, officers, managers, employees or affiliates of the General Partner, the Investment Manager and their respective affiliates or designees may have conflicts of interest between any duties that they owe to a portfolio company and the shareholders, members, unitholders, partners or other owners of such portfolio company, on the one hand, and any duties that they owe to the Fund, on the other hand.

It should also be noted that any individual serving on the board of directors of a “portfolio company” at the Fund’s request will have fiduciary duties to all shareholders of such company, which at times may not be consistent with the short-term needs of the Fund.

Corporate governance strategies may prove ineffective for a variety of reasons, including: (i) opposition of the management or shareholders of the subject company, which may result in litigation and may erode, rather than increase, shareholder value; (ii) intervention of one or more governmental agencies; (iii) efforts by the subject company to pursue a “defensive” strategy; (iv) market conditions resulting in material changes in securities prices; (v) the presence of corporate governance mechanisms such as staggered boards, poison pills and classes of stock with increased voting rights; and (vi) the necessity for compliance with applicable securities laws. In addition, opponents of a proposed corporate governance change may seek to involve regulatory agencies in investigating the transaction or the Fund and such regulatory agencies may independently investigate the participants in a transaction, including the Fund and/or the Investment Manager, as to compliance with securities or other law. Furthermore, successful execution of a corporate governance strategy may depend on the active cooperation of shareholders and others with an interest in the subject company. Some shareholders may have interests which diverge significantly from those of the Fund and some of those parties may be indifferent to the proposed changes. Additionally, due to the proliferation of exchange traded funds, there may be a greater proportion of outstanding shares of a target issuer that will not participate in voting on shareholder matters relating to the target issuer, which may make it more difficult for the Investment Manager to obtain the necessary shareholder approvals to implement its strategy. Moreover, securities that the Investment Manager believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Investment Manager anticipates, even if a corporate governance strategy is successfully implemented. Even if the prices for a portfolio company’s securities have increased, no guarantee can be made that there will be sufficient liquidity in the markets to allow the Fund to dispose of all or any of its securities therein or to realize any increase in the price of such securities.

In addition, as a result of the Fund’s engaged strategy (including, without limitation, in circumstances where an individual, at the Fund’s request, is appointed to a board of directors), the Fund may become privy to information (including material non-public information), which may subject the Fund to trading restrictions (including prohibiting the Fund from trading in certain securities or only permitting the Fund to trade in certain securities during certain periods) pursuant to the internal trading policies of the Investment Manager or applicable law or regulations. Such restrictions on the purchasing or selling of securities may have an adverse effect on the Fund.

Section 16 and Hart-Scott-Rodino Obligations . In connection with any acquisition of beneficial ownership by the Fund and the Affiliated Funds of more than 5% of any class of the equity securities of a company registered under the Exchange Act, the Fund may be required to make certain filings with the SEC. Generally, these filings require disclosure of the identity and background of the purchasers, the source and amount of funds used to acquire the securities, the purpose of the transaction, the purchaser’s interest in the securities and any contracts, arrangements or undertakings regarding the securities. In certain circumstances, the Fund may be required to aggregate certain investments in a given company with the beneficial ownership of that company’s securities held by or on behalf of the Investment Manager and its affiliates, which could require the Fund, together with such other parties, to make certain disclosure filings or otherwise restrict the Fund’s activities with respect to such company’s securities. If the Fund, alone or as part of a group acting together for certain purposes, becomes the beneficial owner of more than 10% of certain classes of securities of a public company or places a director on the board of directors of such a company, the Fund may be subject to certain additional reporting requirements, to liability for short-swing profits under Section 16 of the Exchange Act and to certain restrictions on its ability to hedge its exposure to such issuer. In addition, the Fund may be required to make filings under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended, the “ HSR Act ”) with respect to its ownership of certain voting securities, and possibly be subject to certain fees, penalties or sanctions, if it fails to do so. The Fund and the Investment Manager are currently subject to a Federal Trade Commission consent order which prohibits them from relying on the investment-only exemption under the HSR Act in certain circumstances. A copy of such consent order is available to any Limited Partner upon request.

Litigation Risk. In the ordinary course of business, the Fund and/or the Investment Manager (and its affiliates) may become a party(ies) to threatened and actual litigation. Such litigation may involve regulatory authorities and commercial interests. Litigation may arise in the course of engaged investment activities (such as, but not limited to, proxy contests, direct shorts, breach of contract and service on credit and ad-hoc committees), may result from the nature of the Fund’s holdings (such as, but not limited to, controlling shareholder or lender liability claims) or could be driven by increased or changing interests by regulators in fund activities. The outcome of any legal proceedings, which may materially adversely affect the value of the Fund, may be

impossible to anticipate, and such proceedings may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the Investment Manager’s time and attention and involve significant expense (which the Fund will ordinarily bear), and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation.

The outcome of any such threatened or actual litigation, which may include monetary damages, fees, fines and other sanctions, whether as a result of such regulatory authorities or such commercial interests prevailing, or the Fund determining after consultation with the Investment Manager to settle such threatened or actual litigation, will ordinarily be borne by the Fund (see “ Potential Conflicts of Interest – Expenses ”).

Co-Investments with Third Parties . The Fund may co-invest with third parties through joint ventures or other entities (see “ Potential Conflicts of Interest – Co-Investments ”). Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co-venturer may have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals that are inconsistent with those of the Fund or may be in a position to take (or block) action in a manner contrary to the Fund’s investment objective. In certain circumstances, such third parties may enter into compensation arrangements with the Fund and other investors and participants relating to such investments, including incentive compensation arrangements. Such compensation arrangements will reduce the returns to participants in the investments and create potential conflicts of interest between such parties and the Fund. Determinations made by the Investment Manager regarding the capacity of the Fund with respect to certain investments will be based on a subjective analysis.

Reliance on Experts . The Investment Manager expects to engage and retain, on the Fund’s behalf and at the Fund’s expense, strategic advisors, consultants, senior advisors and other similar professionals, including members of “expert networks” who are not employees or affiliates of the Investment Manager or General Partner, and which may include former senior officials, and other high-profile political figures, including persons known to be close associates of such individuals. The nature of the relationship with each of these professionals and the amount of time devoted or required to be devoted by them may vary considerably. In certain cases, they provide the Investment Manager with industry- or jurisdiction-specific insights and feedback on investment themes, assist in transaction due diligence, and make introductions to and provide reference checks on management teams. In other cases, they take on more extensive roles and contribute to the origination of new investment opportunities. In certain instances the Investment Manager expects to have formal arrangements with these professionals (which may or may not be terminable upon notice by any party), and in other cases the relationships may be more informal.

The Investment Manager has broad discretion to determine how to structure compensation arrangements for third parties retained on the Fund’s behalf and, when making such a determination, may take into account various factors such as, but not limited to, expertise,

availability and quality of service, the value any such third party places on his/her own time, the competitiveness of compensation rates in comparison with other service providers satisfying the Investment Manager’s service provider selection criteria and the value of any research and brokerage services and other products and/or services provided by such persons. Such arrangements may include payments such as hourly rates, retainers, “success fees” and a combination thereof in the form of cash, options, warrants, stocks, stock appreciation rights or otherwise and irrespective of whether (i) there is a contractual obligation to pay such fees or (ii) such third parties are engaged by the Fund and/or its affiliates in a dedicated or exclusive capacity. In certain instances, the Investment Manager expects to have formal arrangements with these third parties (which may or may not be terminable upon notice by any party), and in other cases the relationships may be more informal. Such compensation arrangements may include retainers and/or success fees. The Fund will bear the expenses associated with such arrangements.

There can be no assurance that any of the consultants and/or other professionals will continue to serve in such roles and/or continue their arrangements with the Investment Manager throughout the term of the Fund. Further, in the event that material non-public information is obtained by such persons, the Fund may become (or may elect to become) subject to trading restrictions pursuant to the internal trading policies of the Investment Manager or as a result of applicable law or regulations or be prohibited for a period of time from purchasing or selling securities, which prohibition may have an adverse effect on the Fund. The Third Point flagship funds (including, but not limited to, Third Point Offshore Fund, Ltd., Third Point Ultra Onshore LP, Third Point Ultra Ltd., Third Point Partners L.P. and Third Point Partners Qualified L.P., collectively, the “ TP Flagship Funds ”) and the Investment Manager may also become subject to legal, regulatory, reputational and other unforeseen risks as a result of these professionals’ high-profile positions or other action.

Fund Risks

Dependence on Daniel S. Loeb and the Investment Manager . All investment decisions with respect to the Fund are made by the Investment Manager, under the general supervision of Daniel S. Loeb; Limited Partners have no right or power to take part in the management of the Fund. As a result, the success of the Fund depends largely upon the abilities of Mr. Loeb, and no assurance can be given that a suitable replacement could be found for him in the event of his death, disability or withdrawal from the Investment Manager. In the event Mr. Loeb dies, becomes disabled, retires or is otherwise no longer directing the investment program of the Investment Manager or actively involved in the day-to-day management of the Investment Manager, Limited Partners will be entitled to special notice and withdrawal rights as set forth in the Partnership Agreement.

Investment Manager and its Member and Principals . The Investment Manager currently serves as the investment manager to Affiliated Funds, and will not devote its resources exclusively to Fund business. Furthermore, the Investment Manager may in the future manage additional funds or accounts which may require significant attention. In addition, Mr. Loeb will continue to have significant involvement with non-Fund businesses and while he devotes a substantial and appropriate amount of his time to Fund business, he has substantial philanthropic

and other business interests to which he attends from time to time. See “ Potential Conflicts of Interest .”

Fees . The Fund will incur substantial fees and expenses whether or not any profits are realized.

Limited Transferability of Interests . The Interests are subject to significant restrictions on transfers. Except as set forth in the Partnership Agreement, any transfer of Interests will require the consent of the General Partner. Limited Partners should have no expectation that the General Partner will consent to any sale, assignment, transfer, conveyance or disposition of Interests. Prospective Limited Partners are required to represent that they will be acquiring their Interests for investment purposes only and not with a view to resale or distribution. The Interests have not been registered under the Securities Act, or any other securities laws, and therefore are subject to restrictions on transfer under the Securities Act and under other jurisdictions’ securities laws. It is not anticipated that a market for the Interests will ever develop.

Limited Liquidity . Limited Partners will be subject to extremely limited liquidity as set forth in the Partnership Agreement.

Subject to certain exceptions set forth in the Partnership Agreement, Limited Partners may withdraw Interests only at the end of automatically renewing lock-up periods, in each case only after providing substantial advance notice. As a result, a Limited Partner’s capital may be locked up for significant periods of time.

In-Kind Distributions. Distributions of proceeds upon a Limited Partner’s withdrawal may be limited, in the General Partner’s discretion. While the General Partner will make all reasonable efforts to make such distributions in cash, there can be no assurance that the Fund will have sufficient cash to satisfy withdrawal requests, or that it will be able to liquidate investments at the time of such withdrawal requests at favorable prices. Under certain limited circumstances as set forth in the Partnership Agreement, a Limited Partner may receive in-kind distributions from the Fund’s portfolio, including, but not limited to, a distribution of interests in a liquidating entity or similar special purpose vehicle which may be subject to management fees comparable to those applicable to the Interests being withdrawn. For the purpose of determining the value to be ascribed to any assets or liabilities of the Fund used for an in-kind distribution, the value ascribed to such assets or liabilities shall be the value of such assets or liabilities on the relevant withdrawal date. The risk of a decline in the value of such assets or liabilities in the period from the relevant withdrawal date to the date upon which such assets or liabilities are distributed to the withdrawing Limited Partner, and the risk of any loss or delay in liquidating such securities, will be borne by the withdrawing Limited Partner, with the result that such Limited Partner may receive less (or no) cash than it would have received if it had been paid in cash. The withdrawing Limited Partner will incur transaction costs in connection with the sale of any proceeds distributed in-kind, and, in the case of interests in trading vehicles or special purpose vehicles, also a proportionate

portion of the operating and other expenses borne by such vehicle. Investments so distributed may not be readily marketable or saleable and may have to be held by such Limited Partner for an indefinite period of time. Furthermore, to the extent that a withdrawing Limited Partner receives interests in one or more trading vehicles or special purpose vehicles, such withdrawing Limited Partner will generally have no control over when and at what price the securities in which such vehicles have an interest are sold. In addition, payment to such withdrawing Limited Partner of that portion of its withdrawal proceeds attributable to securities held by one or more trading vehicles or special purpose vehicles will be delayed until such time as such vehicles elect to liquidate such securities.

To the extent that trading vehicles or special purpose vehicles are established for the purpose of distributing interests to withdrawing Limited Partners, such vehicles will generally be managed towards liquidation. The portfolio strategies employed by the Investment Manager for the Fund could conflict with the transactions and strategies employed by the Investment Manager in managing the liquidation of the assets of such vehicles and may affect the prices of the securities that such vehicles hold or to which they are exposed.

No Protection Under the U.S. Investment Company Act . In reliance upon a statutory exemption for privately offered investment companies, the Fund has not registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “ 1940 Act ”), or the laws of any country or jurisdiction. Therefore the protections afforded by the 1940 Act (among other things, the 1940 Act generally requires investment companies to have a majority of disinterested directors, requires securities held in custody to be individually segregated at all times from the securities of any other person and to be clearly marked to identify such securities as the property of such investment company, and regulates the relationship between the investment adviser and the investment company) will not be applicable to the Fund.

Effects of Substantial Withdrawals . Substantial withdrawals of Interests by Limited Partners within a limited period of time could require the Fund to liquidate its securities positions more rapidly than would otherwise be desirable, which could adversely affect the value of both the Interests being withdrawn and the remaining Interests. In addition, regardless of the period of time in which withdrawals occur, the resulting reduction in the Fund’s net asset value, and thus in its equity base, could make it more difficult for the Fund to generate trading profits or recoup losses, and could even cause the Fund to liquidate positions prematurely. Some Fund investments may be subject to required assets under management provisions, such as standard swap agreements, that may be triggered by substantial withdrawals, which triggers could result in further adverse effects for the Fund.

Increases in Assets Under Management . While the Investment Manager believes that greater assets under management by the Fund and/or the Investment Manager is generally an advantage to the Fund, there is also the risk that the greater the amount of assets the Investment Manager manages, the more difficult it may be for it to invest profitably for the Fund because of the difficulty of trading larger positions without adversely affecting prices and managing risks associated with larger positions. In addition, there can be no assurance that there will be appropriate

investment opportunities to accommodate future increase in assets under management, which may force the Investment Manager to modify its investment decisions for the Fund because it cannot deploy all the assets in a manner it desires. Furthermore, due to the overlap of strategies and investments across many of the Affiliated Funds, the Fund may be adversely affected in the event of rapid or large liquidations of investment positions held by the Fund due to a lack of liquidity resulting from large position sizes in the same investments held by the other accounts.

Competition; Availability of Investments . The markets in which the Fund may invest are competitive for attractive investment opportunities and, as a result, there may be reduced expected investment returns. There can be no assurance that the Investment Manager will be able to identify or successfully pursue attractive investment opportunities in such environments. Among other factors, competition for suitable investments from other pooled investment vehicles, the public equity markets and other investors may reduce the availability of investment opportunities. Competitive investment activity by other firms and institutions will reduce the Fund’s opportunity for profit by generally increasing price pressure on desired assets, reducing mispricings in the market as well as the margins available on those mispricings that can still be identified.

Execution Risks and Investment Manager Error. The execution of the trading and investment strategies employed by the Investment Manager for the Fund can often require time sensitive trades, complex trades, difficult to execute trades, use of negotiated terms with counterparties such as in the use of derivatives and the execution of trades involving less common or novel instruments. In each case, the Investment Manager seeks best execution and has trained execution and operational staff devoted to supervising the execution, settlement and clearing of such trades. However, in light of the time pressures and complexity involved, some slippage, errors and miscommunications with brokers and counterparties are inevitable and may result in losses to the Fund. Such losses may be caused by the Fund’s brokers and counterparties or by the Investment Manager or by a combination of the broker or counterparty and the Investment Manager. The Investment Manager may, but is not required to, attempt to recover losses from brokers or counterparties. The Investment Manager is not liable to the Fund for losses caused by brokers or counterparties, provided , that such broker or counterparty was selected, engaged or retained by the Investment Manager with reasonable care and provided further , that no action or failure to act by the Investment Manager constitutes fraud, bad faith, willful misconduct or gross negligence. The Investment Manager will also not be liable to the Fund for a mistake of judgment or action or inaction taken by the Investment Manager honestly and in good faith and which the Investment Manager reasonably believed to be in the best interests of the Fund, provided , that such action or failure to act by the Investment Manager does not constitute fraud, bad faith, willful misconduct or gross negligence. Generally, in determining whether the Investment Manager was grossly negligent, the General Partner will evaluate and consider, among other things, the adequacy of the supervisory procedures in place to prevent such errors from recurring with any frequency (see “ Potential Conflicts of Interest – Expenses ” and “ Portfolio Transactions and Brokerage – Trade Error Policy ”).

Suspensions of Trading and Failure of Exchanges . Each securities exchange typically has the right to suspend or limit trading in all securities which it lists. Such a suspension involving securities owned by the Fund would render it impossible for the Fund to liquidate positions

and, accordingly, could expose the Fund to losses. The Fund also is subject to the risk of the failure of any exchanges on which the positions of the Fund trade or of their clearinghouses.

Systems Risk and Cybersecurity . The Fund depends on the Investment Manager to develop and implement appropriate systems for the Fund’s activities. The Fund relies extensively on computer programs and systems (and may rely on new systems and technology in the future) for various purposes including, without limitation, trading, clearing and settling transactions, evaluating certain securities, monitoring its portfolio and net capital, and generating risk management and other reports that are critical to oversight of the Fund’s activities. Certain of the Fund’s and the Investment Manager’s operations interfaces are dependent upon systems operated by third parties, including prime broker(s), International Fund Services (N.A.), L.L.C. (the “ Administrator ” or “ IFS ”), market counterparties and their sub-custodians and other service providers. The Fund’s service providers may also depend on information technology systems and, notwithstanding the diligence that the Fund may perform on its service providers, the Fund may not be in a position to verify the risks or reliability of such information technology systems.

The Fund, the Investment Manager and their service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. For example, information and technology systems are vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Such damage or interruptions to information technology systems may cause losses to the Fund or individual Limited Partners by interfering with the processing of Limited Partner transactions, affecting the Fund’s ability to calculate net asset value or impeding or sabotaging trading.

The Fund may also incur substantial costs as the result of a cybersecurity breach, including those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage. Any such breach could expose both the Fund and the Investment Manager (which in turn may be indemnified by the Fund) to civil liability as well as regulatory inquiry and/or action. In addition, any such breach could cause substantial withdrawals from the Fund. Limited Partners could also be exposed to losses resulting from unauthorized use of their personal

information. While the Investment Manager has implemented various measures to manage risks associated with cybersecurity breaches, including establishing business continuity plans and systems designed to prevent cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Similar types of cybersecurity risks also are present for issuers of securities in which the Fund invests, which could affect their business and financial performance, resulting in material adverse consequences for such issuers, and causing the Fund’s investment in such securities to lose value.

Incentive Allocation . The General Partner, an affiliate of the Investment Manager, is entitled to receive an Incentive Allocation. Such a compensation arrangement may create an incentive for the Investment Manager to make investments on behalf of the Fund that are riskier or more speculative than would be the case if such arrangement was not in effect. In addition, because the Incentive Allocation is calculated on a basis that includes unrealized appreciation of the Fund’s assets, it may be greater than if such compensation were based solely on realized gains.

Enhanced Scrutiny and Regulations of the Private Investment Fund and Financial Services Industries . In response to the global financial crisis of 2008, there have been unprecedented legislative and regulatory actions taken by numerous governments and their agencies, including the enactment of the Dodd-Frank Act. The Dodd-Frank Act is comprehensive in scope (including the so-called “Volcker Rule,” providing significant changes to the structure of federal financial regulation and new substantive requirements that apply to a broad range of market participants, including private investment funds). Significantly, the Dodd-Frank Act also mandates significant changes to the authority of the Federal Reserve, the CFTC and the SEC, as well as enhanced oversight and regulation of investment advisors, banks and non-bank financial institutions. This enhanced oversight and regulation, and the need for significant additional rule-making by various governmental bodies, is creating uncertainty in the financial markets and, in particular, in the private funds industry. Among other things, such uncertainty may result in enhanced compliance risks. While it will likely be quite some time until the full extent of the Dodd-Frank Act reforms are implemented and the direct and indirect impact of this legislation is fully understood, industry observers generally agree that most advisers to private investment funds and other private pools of capital have been affected.

Many of the regulators to which the Fund, the Investment Manager or their respective affiliates are expected to be subject globally, including governmental agencies and self-regulatory organizations, are empowered to conduct investigations and administrative proceedings that can result in fines, suspensions of personnel or other sanctions, including censure, the issuance of cease-and-desist orders or the suspension or expulsion of applicable licenses or members. Even if an investigation or proceeding did not result in a sanction or the sanctions imposed against the Fund, the Investment Manager or their respective affiliates were small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm the

Fund, the Investment Manager or their respective affiliates’ reputations which may adversely affect the Fund’s investment performance by hindering its ability to obtain favorable financing or consummate a potentially profitable investment. As the U.S. and the global economy continue to struggle to improve, there is a material risk that regulatory agencies in the U.S. and beyond will continue to adopt burdensome new laws or regulations (including tax laws or regulations), or change existing laws or regulations, or enhance the interpretation or enforcement of existing laws and regulations. Any such events or changes could occur during the Fund’s term and may adversely affect the Fund and its ability to operate and/or pursue its investment strategies. Such risks are often difficult or impossible to predict, avoid or mitigate in advance.

Additional legislative and regulatory action is likely, as growth of the private funds industry, and the increasing size and reach of transactions, as well as the increased attention to private funds, have prompted governmental and public attention to the private funds industry and its practices. Changes to various laws and regulations (including tax laws) could occur during the term of the Fund and may adversely affect the Fund and its ability to operate and/or pursue its trading strategies. Such risks are often difficult or impossible to predict, avoid or mitigate in advance. The effect on the Fund of any such regulatory or legal changes could be substantial and adverse. For example, rule 4.27 under the CEA and the Advisers Act rule 204(b)-1 implement Sections 404 and 406 of the Dodd-Frank Act requiring advisors to hedge funds and other private funds to report information for use by the Financial Stability Oversight Council in monitoring risk to the U.S. financial system. Among other things, certain large private fund advisors are required to file a Form PF on a quarterly basis reporting on matters such as exposures by asset class, geographical concentration, turnover and, in certain cases, leverage, risk profile and liquidity. In addition, non-U.S. jurisdictions, including many European jurisdictions, have proposed modernizing financial regulations that have called for, among other things, increased regulation of and disclosure with respect to, and possibly registration of, hedge funds and private equity funds.

Furthermore, the private funds industry has been subject to criticism by some politicians, regulators and market commentators as a result of alternative asset managers becoming more influential participants in the U.S., global financial markets and economy, generally. As of the date of the Partnership Agreement, various U.S. federal, state and local agencies have been examining the role of placement agents, finders and other similar private investment fund service providers in the context of investments by public pension plans and other similar entities, including investigations and requests for information. Moreover, as a result of highly publicized financial scandals, investors have exhibited concerns over the integrity of the U.S. financial markets. There has been an active debate both nationally and internationally over the appropriate extent of regulation and oversight of private investment funds and their managers. Any changes in the regulatory framework applicable to the Fund may impose additional expenses, require the attention of senior management or result in limitations in the manner in which the Fund’s business is conducted.

It is impossible to predict what, if any, changes in regulation applicable to the Fund, the Investment Manager, the markets in which they trade and invest or the counterparties with which they do business may be instituted in the future. The effect of any future regulatory change on the Fund could be substantial and adverse.

Investors should understand that the Fund’s business is dynamic and is expected to change over time. The Investment Manager may maintain multiple business lines in multiple jurisdictions that are governed by a multitude of legal systems and regulatory regimes, some of which are new and evolving. Therefore, the Fund may be subject to new or additional regulatory constraints in the future. This Appendix A cannot address or anticipate every possible current or future regulation that may affect the Investment Manager, the Fund or their respective businesses. Such regulations may have a significant impact on the Limited Partners or the operations of the Fund, including, without limitation, restricting the types of investments the Fund may make, preventing the Fund from exercising its voting rights with regard to certain securities, requiring the Fund to disclose the identity of its investors, its positions or otherwise. The Investment Manager may, in its sole discretion, cause the Fund to be subject to such regulations if it believes that an investment or business activity is in the Fund’s interests, even if such regulations may have a detrimental effect on one or more Limited Partners. Prospective Limited Partners are encouraged to consult their own advisors regarding an investment in the Fund.

Rule 506(d) . Effective September 23, 2013, the SEC adopted amendments to Rules 501 and 506 of Regulation D promulgated under the Securities Act barring issuers deemed to be “bad actors” from relying on Rule 506 of Regulation D (“ Rule 506 ”) in connection with private placements. Specifically, an issuer will be precluded from conducting offerings that rely on the exemption from registration under the Securities Act provided by Rule 506 if a “covered person” of the issuer has been the subject of any disqualifying event as described in Rule 506(d)(1) of the Securities Act. “Covered persons” include, among others, the issuer, affiliated issuers, any Investment Manager or solicitor of the issuer, any director, executive officer or other officer participating in the offering of the issuer, any general partner or managing member of the foregoing entities, any promoter of the issuer and any beneficial owner of 20% or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power. If any covered persons of the Fund, including the Fund’s affiliated issuers, are subject to a disqualifying event, the Fund could lose the ability to raise capital in a Rule 506 offering for a significant period of time.

European Union Regulation of Alternative Investment Managers . The Directive 2011/61/EU on Alternative Investment Fund Managers (collectively, “ AIFMD ”) became law in the European Union (“ EU ”) in 2011. The AIFMD introduces a regulatory and supervisory framework for registration and supervision of the managers of alternative investment funds. The AIFMD applies to the managers of alternative investment funds established in the EU, as well as to managers

of alternative investment funds established outside of the EU that offer fund interests in the EU or manage fund interests in the EU. Although the Fund is established outside of the EU and does not presently intend to offer Interests in the EU, the Fund is not restricted from doing so and may do so in the future. Should the Fund seek to offer or sell Interests to investors based in the EU or inadvertently be deemed by an EU regulator to have marketed Interests in the EU, it would become subject to certain provisions of the AIFMD regarding transparency and disclosure, including being required to produce reports to investors and regulators. It would also become subject to notification obligations in the event it acquires 10% or more of non-listed companies domiciled in the EU. The Fund’s compliance costs may also increase. While the full impact of the implementation of the foregoing cannot currently be assessed, it is possible that the Fund will become subject to further regulation at an additional cost to investors.

Uncertain Geopolitical Events . International and/or local geopolitical events may influence the issuers of, and markets for, financial instruments traded by the Fund. Geopolitical events, including, without limitation, national referenda, political elections, international violent and non-violent conflicts and political movements, may affect monetary policy, fiscal policy, international relations, currency valuations, legal systems, and regulatory regimes, among numerous other things, in ways that may impact the Fund and/or its ability to operate and/or pursue its investment strategy.

Brexit . The United Kingdom held a referendum on June 23, 2016 at which the electorate voted to leave the EU. Following the announcement of the result, the Prime Minister of the United Kingdom announced that he would resign his office and hand over to a new prime minister by the time of his party’s conference in October 2016 and it would be for the new prime minister to enter into negotiations with the EU Council and invoke article 50 of the Treaty of Lisbon (the Treaty which would have the effect formally of initiating the withdrawal of the United Kingdom from the EU). On March 29, 2017, the government of the United Kingdom invoked article 50 of the Treaty of Lisbon (the “ Treaty ”), which had the effect of formally initiating the withdrawal of the United Kingdom from the EU. The Treaty provides for a period of up to two years for negotiation of withdrawal arrangements, at the end of which (whether or not agreement has been reached) the treaties cease to apply to the withdrawing Member State unless the European Council, in agreement with the Member State concerned, unanimously decides to extend this period. During, and possibly after, this period there is likely to be considerable uncertainty as to the position of the United Kingdom and the arrangements that will apply to its relationships with the EU and other countries following its withdrawal. This uncertainty may affect other countries in the EU, or elsewhere, if they are considered to be impacted by these events.

The impact of such events on the Fund is difficult to predict but they may adversely affect the return on the Fund and its investments. There may be detrimental implications for the

value of certain of the Fund’s investments, its ability to enter into transactions or to value or realize such investments or otherwise to implement its investment program. This may be due to, among other things: increased uncertainty and volatility in the United Kingdom and EU financial markets; fluctuations in the market value of sterling and of United Kingdom and EU assets; fluctuations in exchange rates between sterling, the Euro and other currencies; increased illiquidity of investments located or listed within the United Kingdom or the EU; changes in the willingness or ability of financial and other counterparties to enter into transactions, or the price at which and terms on which they are prepared to transact; and/or changes in legal and regulatory regimes to which the Fund, the and/or certain of the Fund’s assets are or become subject.

Once the position of the United Kingdom and the arrangements which will apply to its relationships with the EU and other countries have been established, or if the United Kingdom ceases to be a member of the EU without having agreed on such arrangements or before such arrangements become effective, it is possible that certain of the Fund’s investments may need to be restructured to enable the Fund’s objectives fully to be pursued. This may increase costs or make it more difficult for the Fund to pursue its objectives.

Pay-to-Play Laws, Regulations and Policies . A number of states and municipal pension plans have adopted so-called “pay-to-play” laws, regulations or policies which prohibit, restrict or require disclosure of payments to (and/or certain contacts with) state officials by individuals and entities seeking to do business with state entities, including investments by public retirement funds. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation to a government client for a period of up to two years after the adviser or certain of its executives or employees make a contribution to certain elected officials or candidates. If the Investment Manager, its employees or affiliates or any service providers acting on their behalf, including, without limitation, a placement agent, fails to comply with such pay-to-play laws, regulations or policies such non-compliance could have an adverse effect on the Fund by, for example, providing the basis for the withdrawal of the affected public pension fund investor.

Accounting . Accounting Standards Codification Topic No. 740, “Income Taxes” (in part formerly known as “FIN 48”) (“ ASC 740 ”), provides guidance on the recognition of uncertain tax positions. ASC 740 prescribes the minimum recognition threshold that a tax position is required to meet before being recognized in an entity’s financial statements.  It also provides guidance on recognition, measurement, classification and interest and penalties with respect to tax positions.  A prospective investor should be aware that, among other things, ASC 740 could have a material adverse effect on the periodic calculations of the net assets of the Fund, including reducing the net assets of the Fund to reflect reserves for income taxes, such as U.S. and foreign withholding taxes and income taxes payable on income effectively connected with a trade or business, that may be payable by the Fund. This could cause benefits or detriments to certain investors, depending upon the timing of their entry and exit from the Fund.

New Issues and Non-Pro Rata Allocations . Without limiting the foregoing, Limited Partners that are “restricted persons” under Financial Industry Regulatory Authority, Inc. (“ FINRA ”) Rule 5130, as amended, supplemented and interpreted from time to time (“ FINRA Rule 5130 ”), FINRA Rule 5131, as amended, supplemented and interpreted from time to time (“ FINRA Rule 5131 ” and, together with FINRA Rule 5130, the “ FINRA Rules ”), or who have elected to be treated as such (the “ Restricted Partners ”), will be limited in their participation in the profits and losses attributable to “new issues” (as defined in the FINRA Rules) to the lesser of (i) such Restricted Partners’ collective interest in the Fund, (ii) 10% or (iii) such lesser amount as the General Partner, in its discretion, may determine (or any other permissible amount under any amendment, supplement or interpretation to the FINRA Rules). The criteria for determining whether a person is a restricted person are set out in the FINRA Rules and generally include (i) for purposes of FINRA Rule 5130, FINRA members and other broker-dealers, their affiliates and persons having portfolio responsibility for collective investment vehicles or financial or other institutions, as well as the immediate family members of such persons and (ii) for purposes of FINRA Rule 5131, the executive officers and directors of any single U.S. public company (or of any single non-public company meeting certain size criteria), and persons materially supported by such officers and directors, who collectively own more than 25% of the Fund.

The General Partner is authorized to determine, among other things: (i) the manner in which new issues are purchased, held, transferred and sold by the Fund and any adjustments with respect thereto; (ii) the Limited Partners who are eligible and ineligible to participate in the profits and losses from new issues (including whether an investor that is an entity and that avails itself of the “ de minimis ” exemption provided in Rule 5130 should be treated as a Restricted Partner); (iii) the method by which profits and losses from new issues are to be allocated among Partners in a manner that is permitted under FINRA Rules (including whether the Fund may avail itself of the “ de minimis ” exemption or any other exemption); and (iv) the time at which new issues are no longer considered as such under the FINRA Rules. The General Partner reserves the right to vary its policy with respect to the allocation of new issues as it deems appropriate for the Fund as a whole, in light of, among other things, interpretations of, and amendments to, the FINRA Rules and practical considerations, including administrative burdens and principles of fairness and equity.

To determine which tranche of Interests a Limited Partner shall receive, each Limited Partner will be obliged to furnish to the Fund such information as may be required by the Fund for that purpose. If a Limited Partner fails or refuses to provide such required information to the Fund, he or she will not be entitled to participate in such new issues. Such Limited Partners, to the extent permitted, will be limited in their participation in the profits and losses attributable to new issues a manner that is permitted under the FINRA Rules (including whether the Fund will avail itself of the “ de minimis ” exemption or any other exemption) as the General Partner, in its sole discretion,

may determine (or any other permissible amount under any amendment, supplement or interpretation to the FINRA Rules).

In the event that the Fund determines, in its sole discretion, that due to tax, regulatory (including the FINRA Rules) or any other reasons as to which the Fund and any Limited Partner agree (including in order to comply with certain investment restrictions relating to socially responsible investing considerations of a Limited Partner), one or more of a Limited Partner’s classes, sub-classes, series, tranches or lots of Interests should not participate in (or should be limited in their participation in) the net capital appreciation or depreciation, if any, attributable to any investment, type of investment or any other transaction (such Interests, the “ Limited Participation Interests ”), the Fund may allocate such net capital appreciation or depreciation only to Limited Partners’ Interests to which such considerations or reasons do not apply (such Interests, the “ Non-Limited Participation Interests ”) (or may allocate to the Limited Participation Interests, the portion of such net capital appreciation or depreciation allowed or agreed to be allocated to them). Consequently, the Non-Limited Participation Interests will be exposed to a greater extent to certain investments, types of investments or other transactions than they would otherwise be exposed to. If such investments, types of investments or other transactions generate net capital depreciation, the Non-Limited Participation Interests will be allocated a greater portion of such net capital depreciation than if such net capital depreciation were also allocated to Limited Participation Interests.

Capital Accounts Are Not Separate Legal Entities . As among the Limited Partners, the appreciation and depreciation attributable to a particular Capital Account will be allocated only to such Capital Account. However, a creditor of the Fund will generally not be bound to satisfy its claims from assets attributable to a particular Capital Account. Rather, such creditor generally may seek to satisfy its claims from the assets of the Fund as a whole.

Disclosure of Information Regarding Limited Partners . The Fund, the General Partner, the Investment Manager, and/or their service providers or agents may from time to time be required or may, in their sole discretion, determine that it is advisable to disclose certain information about the Fund and the Limited Partners, including, but not limited to, investments held by the Fund and the names and level of beneficial ownership of Limited Partners to (i) regulatory authorities of certain jurisdictions, which have or assert jurisdiction over the disclosing party or in which the Fund directly or indirectly invests, or (ii) any counterparty of, or service provider to, the Investment Manager, the General Partner or the Fund. By virtue of entering into the subscription agreement and becoming a Limited Partner, each Limited Partner consents to any such disclosure relating to such Limited Partner. The Fund, the General Partner and the Investment Manager will use commercially reasonable efforts to maintain the confidentiality of all Fund and Limited Partner information.

Affiliated Funds; Certain Trading and Investment Arrangements . The Investment Manager (and affiliates of the Investment Manager) may determine to organize and/or manage other

accounts (including separately managed accounts) other than the TP Flagship Funds that share substantially similar investment strategies and objectives with the Fund from time to time. The TP Flagship Funds and any future other accounts may offer investors benefits that Limited Partners will not receive in relation to their investments such as increased liquidity, heightened transparency (including with respect to portfolio composition information), the right to impose investment restrictions or guidelines, heightened reporting and reduced managed fees and performance allocations or fees. Except as set forth in the Partnership Agreement, neither the General Partner nor the Investment Manager is required to notify Limited Partners of the terms applicable to the other TP Flagship Funds and any future other accounts, and such increased liquidity and/or heightened transparency may have an adverse effect on the Fund.

The Fund participates in nominee and other arrangements with the Affiliated Funds through which bank debt, trade claims, private investments and investments held for tax purposes (and a limited number of other difficult to transfer securities) are held, while the economic benefits and risks of those investments are shared by the Fund and one or more Affiliated Funds. The Fund and one or more Affiliated Funds may also engage in swap transactions, upon the approval of an independent party engaged to approve such transactions on behalf of the Fund. Furthermore, the Fund may gain exposure to certain investments through trading and investment vehicles including alongside Affiliated Funds. Such nominee or other arrangements, swaps or manner of gaining exposure may give rise to certain risks, such as the risk of cross liabilities between the Fund, on the one hand, and one or more Affiliated Funds, on the other hand. See “ Potential Conflicts of Interest – Special Arrangements .”

Investments in Affiliated Funds . The Fund may invest in existing or newly-formed Affiliated Funds, if the Investment Manager determines that investing in such Affiliated Funds would enable the Fund to access desirable investment opportunities. Such investment activity may subject the Fund to additional risks. For example, in some circumstances, Affiliated Funds that have received significant redemption or withdrawal requests may suspend or limit redemptions or withdrawals, including redemptions or withdrawals by the Fund, potentially obligating the Fund to limit or suspend withdrawals from the Fund. Furthermore, Affiliated Funds may invest on the basis of certain short-term market considerations. As a result, the turnover rate with such Affiliated Funds may be significant, potentially involving substantial brokerage commissions, fees and other transactions costs. In addition, the Fund will bear its pro rata share of the expenses of such Affiliated Funds, all of which could adversely affect the Fund’s returns. The Fund will not pay any additional fees or be subject to any incentive allocation relating to any investments made by it in any Affiliated Fund.