¹ As defined in Section 13(f)(6)(A) of the Exchange Act, the term “institutional investment manager” includes any: (i) entity investing in or buying and selling securities for its own account; or (ii) natural person or entity exercising investment discretion with respect to the account of any other person or entity (including any private or registered fund). While this definition also applies to institutional investment managers required to make quarterly filings on Form 13F, the New Rule does not solely apply to institutional investment managers required to make those filings.

² The term “equity security” is defined in Rule 3a11-1 of the Exchange Act and includes any stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization certificate or subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership interest, interest in a joint venture, or certificate of interest in a business trust; any security future on any such security; or any security convertible, with or without consideration into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any put, call, straddle, or other option or privilege of buying such a security from or selling such a security to another without being bound to do so. While Managers do not have to account for economic exposure to an underlying equity security created through the use of equity derivatives when calculating the Reporting Thresholds for reporting short sales of the underlying equity security, once a Manager meets or exceeds a particular Reporting Threshold for an underlying equity security, the Manager will be required to report certain short activity for each settlement date during the reporting calendar month, and that disclosure must take into account activity in options, tendered conversions, secondary offering transactions and other equity derivatives or activity that might affect the reported short positions on Form SHO.