Bayberry Capital Partners LP

Bayberry Capital Partners LP (“we,” “us,” or “our”) is a Delaware limited partnership that was formed on September 26, 2018. We are principally owned by Angela Aldrich (the “Principal” and “Portfolio Manager”). We provide discretionary investment advice to the following private funds (collectively, the “Funds”): (i) Bayberry Onshore Fund LP (the “Onshore Fund”), (ii) Bayberry Offshore Ltd. (the “Offshore Fund”), and (iii) Bayberry Master LP (the “Master Fund”). The Onshore Fund and the Offshore Fund are feeder funds that invest through the Master Fund. We may also provide investment advice to additional private funds and separately managed accounts for institutional, non-retail investors in the future. References throughout this document to “clients” refer to the Funds and any other private funds and separately managed accounts we may advise in the future. The Funds are managed in accordance with their own investment and trading objectives, as described in their respective offering documents and governing agreements. We do not permit investors in the Funds to impose limitations on the investment activities described in such documents. Under certain circumstances in the future, we may contract with a separately managed account client to adhere to limited risk and/or operating guidelines imposed by that client. We would negotiate such arrangements on a case-by-case basis. (See Item 16 - Investment Discretion.) Bayberry Capital Fund GP LP (“Bayberry GP”) serves as the general partner to the Onshore Fund and the Master Fund. We do not participate in wrap fee programs. As of December 31, 2025, we managed $533,425,534 of regulatory assets under management on a discretionary basis. We do not manage any assets on a non-discretionary basis.

Our fees and compensation are described in the advisory contracts we enter into with the Funds, as well as in the Funds’ offering memoranda. All of our clients are “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended). We are paid management fees from the Funds quarterly in advance. Once paid, the management fees are non-refundable. We have waived and may in the future waive, assign, participate or otherwise share or modify the management fee payable with respect to any investor (including Bayberry GP and any of our affiliates), without prior notice to all investors. No management fees are paid with respect to interests/shares held by the Principal or by our employees or employees of our affiliates. Bayberry GP also is entitled to receive performance-based allocations from the Funds, as further described in Item 6 – Performance-Based Fees and Side-By-Side Management. Our compensation schedule with respect to any future client account will be contained in the governing documents relating to such account. In general, the Funds bear all of their operating expenses, which include, without limitation: (i) organizational and offering expenses; (ii) expenses associated with all investments and transactions

considered, evaluated and/or consummated by the Funds, including, without limitation, those expenses incurred before the initial closing of the Funds, including, without limitation, expenses associated with sourcing, negotiating, investigating, researching, financing and structuring of investments and potential investments, whether or not consummated, including, without limitation, third-party research, data, analytics, modeling, structuring, pricing, execution and other third-party information systems, including, without limitation, installation and maintenance, software and service fees (including, without limitation, the expenses with respect to data feeds, subscriptions, expert networks, political intelligence providers and reports); (iii) research-related computer hardware and software expenses, including, without limitation, Bloomberg terminals and subscriptions; (iv) each Fund’s pro rata share of our portfolio management system and any other software used for accounting and/or monitoring of its portfolio, including, without limitation, subscriptions relating to, among other things, trading and order management systems and services; (v) expenses associated with holding, financing, monitoring, hedging, maintaining and disposing of all investments of the Funds and all transaction and other costs associated therewith; (vi) travel and related expenses associated with investments and potential investments; (vii) professional fees associated with investments and potential investments, including, without limitation, consulting, due diligence, accounting, valuation, financial, legal and other advisory fees and expenses; (viii) transaction fees, brokerage commissions, custodial fees, clearing and settlement charges and similar fees and expenses associated with the acquisition, disposition and settling of investments and potential investments; (ix) expenses associated with legal and regulatory filings of the Funds in the United States or in any other jurisdiction (including, without limitation, pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as each Fund’s pro rata portion of the expenses associated with preparation and filing of our Form 13F, Form 13H and Form PF, if applicable, and any other similar filing in any other U.S. or non-U.S. jurisdiction; (x) administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting, advisory and similar fees and expenses associated with the Funds’ operations, investments and transactions, including, without limitation, fees and expenses of the Funds’ administrator (the “Administrator”); (xi) expenses incurred in connection with responding to requests or inquiries from any U.S. federal, state, local or non-U.S. governmental entity or authority, regulatory body or self-regulatory organization; (xii) broken-deal, failed transaction, break-up and similar fees, costs and expenses (if any); (xiii) costs and expenses of leverage or any other borrowings of the Funds, including, without limitation, interest charges and fees; (xiv) expenses incurred in the collection of monies owed to the Funds, as applicable; (xv) auditing and accounting expenses of the Funds, including, without limitation, expenses associated with the preparation of financial statements, tax returns and Schedules K-1 and the fees and expenses of the auditor; (xvi) any taxes, fees or other governmental charges on the Funds, including, without limitation, any withholding taxes not due to the status or noncompliance of a particular investor; (xvii) costs and expenses associated with investor communications and reports and the delivery thereof to investors; (xviii) the costs of service providers or software to measure or monitor risk metrics, to aggregate positions and/or to provide reporting with respect to risk metrics and/or positions; (xix) costs and expenses associated with meetings of the investors; (xx) insurance expenses, including, without limitation, directors’ and officers’ liability insurance, general partner liability insurance, errors and omissions insurance and other policies, if any; (xxi) costs and expenses (including, without limitation, taxes, fees or other governmental charges) associated with the formation, organization and operation of any subsidiary, special purpose vehicle, alternative investment vehicle, holding company or similar entity formed with respect to investments, credit facilities or other transactions entered into for the benefit of the Funds; (xxii) wind-up, liquidation, termination and dissolution expenses; (xxiii) costs, fees and expenses related to registration, qualification and/or exemption under any applicable U.S. federal, state, local or non-U.S. laws, rules or regulations, including, without limitation, blue sky fees, Form D, Form 8.3, filings with the Commodity Futures Trading Commission and notices and other securities and/or investment-related filing expenses; (xxiv) costs

related to any transfers of interests/shares, unless otherwise charged to or borne by the applicable transferor and/or transferee; (xxv) expenses incurred in connection with the preparation of any amendment to the Funds’ operating agreements and the private placement memoranda; (xxvi) expenses incurred in connection with pursuing, defending or participating in any litigation, arbitration, mediation or similar proceeding by the Funds; (xxvii) any extraordinary expenses (including, without limitation, all litigation-related and indemnification and contribution expenses, including, without limitation, the amount of any judgment or settlement paid in connection therewith); (xxviii) the above-described management fee; (xxix) fees and expenses of the Funds’ directors as applicable and (xxx) all other fees, costs, charges and expenses associated with the business, affairs and/or operations of the Funds. Certain investors in the Funds will also be subject to withdrawal fees, if withdrawals are made prior to the satisfaction of agreed-upon holding periods. We also allocate a portion of certain clients’ capital to money market funds or exchange-traded funds. In addition to the fees and expenses discussed above, clients will indirectly incur similar fees and expenses if we invest their capital in such funds, as these funds in turn pay similar fees and expenses to their investment managers and other service providers. For a more detailed discussion of brokerage and transaction costs, see Item 12 - Brokerage Practices.

Methods of Analysis and Investment Strategies Generally Investment Objective and Strategy The investment objective of each Fund is to generate positive, idiosyncratic and largely uncorrelated returns for investors driven by security selection, deep fundamental primary research, and a relentless focus on protecting and compounding investor capital irrespective of market environment. We seek to build a portfolio of long and short positions as a product of creative idea generation, extensive fundamental primary research, focused portfolio optimization and prudent risk management. The Funds’ universe of investments is expected to be global in nature, and we intend to generally focus on small- and mid-cap public equities as we believe the mid-cap universe contains the most “researchable” ideas (i.e., businesses that lend themselves to our deep, fundamental primary research model where we can gain conviction), however the Funds do not have artificial limits on acceptable market caps for selected investments. The Funds’ universe of investments and our idea generation process seeks to optimize for opportunities where we believe our team’s deep, fundamental primary research process and long-term investment horizon can provide a competitive advantage. We seek to apply the same research process to both long and short investment opportunities. Short-selling is a core focus of ours, and the Funds aim to generate absolute return on both sides of the portfolio. The investment strategies described herein are those that we employ on behalf of the Funds. However, there are no limitations on the investment strategies that the Funds may employ, and we may adjust the strategy that we pursue opportunistically to respond to, or to take advantage of, changing market conditions and new investment opportunities. Further, we may invest opportunistically in securities or transactions that vary from the core strategy of the Funds. There can be no assurance that the Funds’ investment objectives will be achieved, and investment results may vary substantially on a monthly, quarterly and annual basis. Investing in securities involves risk of loss that clients and investors should be prepared to bear. Risk Factors Our investment strategy involves significant risks. A discussion of the material risks is provided below. Prospective investors in the Funds are urged to review the relevant Fund’s private placement memorandum carefully and consult with their own financial, legal and tax advisers before investing. General Investment and Trading Risks. All securities investments present a risk of loss of capital. Volatile financial markets increase that risk. If our evaluation of an investment opportunity should prove incorrect, the Funds could experience losses as a result of a decline in the market value of securities in which the Funds hold a long position or an increase in the value of securities in which the Funds hold a short position. The Funds’ investment programs include short sales, which can involve substantial volatility and can, in

certain circumstances, substantially increase the adverse impact to which the Funds may be subject. The risk management techniques that may be used by us do not provide any assurance that the Funds will not be exposed to a risk of significant investment losses. No guarantee or representation is made that the Funds’ investment programs will be successful, that the Funds will achieve their targeted returns or that there will be any return of capital invested to investors in the Funds. In addition, investment results may vary substantially over time. Investment Judgment. The profitability of a significant portion of the Funds’ investment program depends to a great extent upon correctly assessing the future profitability of the price movements of securities and other investments. There can be no assurance that we will be able to accurately predict the long-term results of any security or other investment. General Economic Conditions. The success of the Funds’ activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Funds’ investments), tax considerations and tax treatment, trade barriers, currency exchange controls and national and international political circumstances (including wars, terrorist acts and security operations). These factors may affect the level and volatility of the prices and liquidity of the Funds’ investments and could impair the Funds’ profitability or result in losses. We may consider some or all of these factors when making trading decisions. The Funds could incur material losses even if we react quickly to difficult market conditions, and there can be no assurance that the Funds will not suffer material losses and other adverse effects from broad and rapid changes in market conditions in the future. Investors should realize that markets for the financial instruments in which the Funds seek to invest can correlate strongly with each other at times or in ways that are difficult for us to predict. Even a well-analyzed approach may not protect the Funds from significant losses under certain market conditions. Availability of Suitable Investments. The success of the Funds’ investment and trading activities depend on our ability to identify overvalued and undervalued investment opportunities and to manage market exposure risk. Identification and exploitation of the investment strategies to be pursued by the Funds involve a high degree of uncertainty. No assurance can be given that we will be able to identify suitable investment opportunities in which to deploy all of the Funds’ capital. A reduction in overall market volatility and liquidity, as well as other market factors, may reduce the pool of profitable investments for the Funds. Certain of the investment strategies employed by the Funds may be based on historical relationships among securities prices, exchange rates, interest rates and bond prices. There can be no assurance that these historical relationships will continue and no representation is made by us as to what results the Funds will or are likely to achieve based on these trends and relationships. Available Information. We may select investments, in part, on the basis of information and data filed by the issuers of securities with various government regulators or made directly available to us by such issuers, or through sources other than the issuers. Although we evaluate all such information and data, and seek independent corroboration when we consider it appropriate and when it is reasonably available, we are not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases complete and accurate information is not readily available. Concentration of Investments; Limited Diversification and Sector Investing. The Funds may hold a limited amount of positions (both long and short) at any given time and the Funds may hold relatively large positions in few securities. As a result of the Funds’ possible lack of diversification, a significant loss in any one position may have a material adverse effect on the net asset values of the Funds and the Funds’ rates

of return. Therefore, any fluctuation in the overall value of securities in specific industries or sectors likely will have a material effect on the performance of the Funds. Our specialized investment strategy and potential lack of diversification may be more vulnerable to changes in the economy or those industries or other factors than a broad-based portfolio, and, as a result, performance results may be highly volatile and may result in the Funds significantly outperforming, or under-performing, the market as a whole. Equity Securities. The Funds will invest in equity and equity-related securities, including, without limitation, equity investments acquired in connection with restructured debt securities or instruments, or in connection with reorganizations and/or restructurings of debt securities, equity securities or other obligations and assets of undervalued, operationally challenged and/or financially troubled companies or institutions. A risk of investing in the Funds is that equity securities held by the Funds may decline in value. Equity securities fluctuate in value in response to many factors, including the activities and financial condition of individual companies, the business market in which individual companies compete, industry market conditions, interest rates and general economic environments. In addition, equity securities that we believe are undervalued or incorrectly valued may not ultimately be valued by the markets in the manner that we anticipate. Debt Securities. Although the Funds trade primarily in equities, the Funds may also invest in debt or other fixed income securities, including non-investment grade securities, or other fixed income securities, including non-investment grade securities, and similar obligations and instruments. Particularly with respect to non-investment grade securities, there is a risk that the issuer will default on its payment obligations. The market values of debt instruments may be more volatile than the values of other investments and, during periods of economic uncertainty and change, the market price of these investments may decrease significantly. Debt instruments may also be less liquid than equities, particularly during periods of market dislocation. The lack of a liquid secondary market may have an adverse effect on the market price and the Funds’ ability to sell particular securities. Short Sales. We may engage in short selling on behalf of the Funds. Short selling involves selling securities that are not owned by the Funds. A short position is established when the Funds borrow securities from securities brokers or other institutions and sells them in an open market transaction with an obligation to return the borrowed securities at a later date. Short selling allows the Funds to profit from the decline in the price of the securities by purchasing the securities at a price that is lower than the price at which they were initially sold, in each case, to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. In addition, short sales may act as a hedge against long positions in the same or related securities in the Funds’ portfolio in the event that the price of securities decline. However, a short sale creates the risk of unlimited loss because in order to close out a short position, the Funds would need to return the borrowed securities by purchasing such securities at prevailing market prices. Specifically, the price of the subject security could rise without limit, thus increasing the cost to the Funds of buying those securities in order to close out the short position. There can be no assurance that the security necessary to close out a short position will be available for purchase. Purchasing securities to close out the short position can itself cause the price of the securities to rise further if the demand to buy such securities outpaces the available supply, thereby exacerbating the loss. For instance, a so-called “short squeeze” can occur when the price of securities in which the Funds have an open short position rise sharply in a short time frame. The rapid rise may be a result of (i) multiple short sellers seek to cover their short positions in the same time frame by purchasing the security, resulting in a rapid price increase; (ii) market participants collectively purchase a significant amount of

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Investors in the Funds are generally high net worth individuals, institutional investors, pension funds, endowments, foundations, funds of private funds, and family offices that qualify as “accredited investors”

(as defined in Rule 501 under the Securities Act of 1933, as amended (the “Security Act”)) and qualified purchasers. The minimum initial investment in the Funds is generally $1,000,000 for certain classes of the Funds’ shares/interests and $5,000,000 for certain classes of the Funds’ shares/interests and $20,000,000 for certain other classes of the Funds’ shares/interests. We may waive such minimums under certain circumstances.

Bayberry GP is entitled to receive an incentive allocation from the Funds on an annual basis in arrears and upon withdrawals/redemptions by investors. Such incentive allocation is based on the net capital appreciation of the Funds’ assets. We or our affiliates have reduced and may in the future reduce, waive, assign, grant participation in or otherwise share the incentive allocation with respect to any investor (including our affiliates) without prior notice to all investors. No incentive allocation will be allocated with respect to interests/shares held by the Principal or by our employees or employees of our affiliates. Performance-based compensation arrangements create an incentive for us to recommend investments that may be riskier or more speculative than those that would be recommended under a different compensation arrangement. The Funds are our only clients and they operate through a master-feeder structure. To the extent that we advise additional client accounts in the future, performance-based compensation arrangements could also create an incentive for us to favor accounts with higher compensation rates over other accounts when allocating investments. Accordingly, if we manage additional client accounts in the future, we will adopt and follow procedures designed and implemented to ensure that all clients are treated fairly and equitably. In addition, because the Funds’ management fees and performance-based compensation are generally based on the Funds’ net asset values, we have a conflict of interest in valuing the Funds’ assets. To mitigate this conflict, we follow our documented valuation policies and periodically consult with auditors and the Administrator.

Services by Related Person As noted above, Bayberry GP serves as the general partner to certain Funds. A passive owner of ours is also employed by the Administrator that provides administrative services to the Funds. As disclosed in Item 5, the Funds pay the Administrator for these services. The Funds engaged the services of the Administrator prior to the passive owner’s employment with the Administrator. This arrangement creates a potential conflict of interest. Specifically, we may have an incentive to recommend or continue using the administrator due to the relationship.

To address this conflict, we review the services and fees of the Administrator periodically to determine whether they remain appropriate and competitive with those of comparable service providers. The passive owner does not participate in our management including decisions regarding vendor selection, contract negotiation, or the ongoing evaluation of the Administrator. We believe it is in the best interest of the Funds to remain with Citco, particularly given the transition costs and operational risks inherent in any change of administrator. Cross-Trades A cross-trade occurs when an investment adviser affects a trade between two or more of its advisory clients. If we were to cause a cross-trade between two clients, it may result in a conflict of interest because the transaction may result in benefits to one client that may be greater than the benefits to the other client. Currently, the Funds are our only clients and they operate through a master-feeder structure. Accordingly, we do not anticipate that they will engage in cross-trades. If we manage additional client accounts in the future, we would only permit a cross-trade if we determine that it is in the best interests of, and is fair and equitable to, the participating clients. Cross-trades, if any, would generally be made at the closing price for the applicable security on such day or, if no closing price is available, at a price for the relevant security that is determined in accordance with our Valuation Policy. No brokerage commission, transfer fee or other commission would be paid to us or our affiliates in connection with any such transaction.

Code of Ethics Overview We have adopted a Code of Ethics, which is designed to help ensure that we conduct our business in accordance with all applicable laws and regulations and in an ethical and professional manner. In addition, our Code of Ethics sets forth standards of conduct for our employees to ensure that they conduct their business on our behalf in a manner that enables us to fulfill our fiduciary duty to our clients. Among other things, our Code of Ethics: (i) governs personal trading by our employees, (ii) contains our policies with respect to gifts and entertainment, (iii) contains our policies regarding certain outside activities of our employees, and (iv) sets forth the manner in which employees may report violations of law or our policies and procedures. We will provide a copy of our Code of Ethics to any client or prospective client upon request. Personal Trading Policy Employees are generally prohibited from engaging in personal trading but are able to transact in exchange-traded funds and private investments after obtaining pre-approval from our Chief Compliance Officer (the “CCO”). Additionally, employees are required to provide our CCO with reporting relating to their trading activity and personal accounts. Our policies relating to personal trading also generally apply to an employee’s spouse or minor child, or an immediate family member of an employee living in the same household as such employee.

Participation or Interest in Client Transactions We make available to qualified prospective investors the opportunity to invest in the Funds. Our Principal has significant personal investments in the Funds. In addition, we or our affiliates are entitled to receive performance-based allocations from one or more Funds. We will not engage in any principal transactions unless we have determined that the transaction is in the relevant clients’ best interests and have obtained client consent in accordance with our written procedures and applicable law.

Selection of Brokers We have an obligation to seek to obtain “best execution” for the Funds with respect to their trading activity. While not defined by statute or regulation, best execution generally means the execution of client trades at the best net price considering all relevant circumstances. We will seek best execution with respect to all types of Fund transactions, taking into account various factors. Such factors include but are not limited to: the ability to achieve prompt and reliable executions; the ability to obtain access to a security; the financial stability and reputation of the particular broker-dealer; the quality, comprehensiveness, frequency of available research and related services considered to be of value to the Funds; and the competitiveness of commission rates in comparison with other Broker-Dealers satisfying our and our affiliates other selection criteria. In selecting brokers to execute transactions (or series of transactions) and determining the reasonableness of the brokers’ compensation, we need not solicit competitive bids and do not have an obligation to seek the lowest available commission cost. Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. We will not commit to provide any level of brokerage business to any broker, and actual brokerage business received by any broker may be less than the suggested allocations but can (and often does) exceed the suggestions, because total brokerage is allocated on the basis of all the considerations described above. As part of our quarterly Board of Directors meetings, we evaluate, among other things, the execution that we are receiving from brokers. In conducting its analysis, the committee may consider the factors listed above, among others, and reviews gifts and entertainment received, and any known conflicts of interests (e.g., directing commissions to a broker that a family member is employed). Outsourced Trading We have engaged one or more broker-dealers on behalf of our clients to execute and/or direct a portion of client trades on an outsourced basis (each, an “Outsourced Trading Desk”). We believe that such engagement (i) may benefit clients and investors by providing access to each Outsourced Trading Desk’s knowledge and experience, connectivity to execution venues, proprietary and third-party trading technology and other services and (ii) is consistent with our duty to seek best execution. However, such an arrangement differs from the practices of certain asset managers, which rely on their employees to perform certain of these trading functions. Under the terms of its engagement, an Outsourced Trading Desk — unless directed by us to do otherwise — will have discretion on matters such as price, execution timing, venue, broker, and other aspects of

trade execution. While we will review the services performed by any Outsourced Trading Desk on a periodic basis (see below), it is possible that, in the exercise of its discretion, an Outsourced Trading Desk will execute and/or direct trades under sub-optimal conditions or make trading-related errors that will negatively impact clients. Use of an Outsourced Trading Desk, and the manner in which we compensate the Outsourced Trading Desk, exposes clients to potential conflicts of interest that would be different than the conflicts of interest posed if we employed its own trading desk personnel. Specifically, when using an Outsourced Trading Desk, clients will bear the fees paid to such desk, which would not be the case if we traded internally. As a result, client expenses are expected to be higher than if we traded with brokers directly. We will only engage an Outsourced Trading Desk on what we consider to be “arm’s-length” and commercially reasonable terms. In addition, any Outsourced Trading Desk has, and is expected to continue to have, clients other than us and our clients. Other client demands could place limitations on, or reduce the responsiveness of, an Outsourced Trading Desk, which may adversely affect our clients. Arrangements with Outsourced Trading Desks may expose client transactions to information leakage similar to trading with other executing brokers. We will evaluate and monitor any Outsourced Trading Desk in a manner similar to other brokers and may incorporate additional elements to such review process. Research and Other Soft Dollar Benefits We have entered into soft dollar arrangements with brokers. Soft dollar arrangements arise when an investment adviser obtains products and services, other than securities execution, from a broker in return for directing client securities transactions to the broker. Soft dollar arrangements create a potential incentive to select a broker based on our interest in receiving the research or other products or services offered by such broker, rather than on our clients’ interests in receiving most favorable execution. Further, soft dollar arrangements pose a conflict of interest for us in that such arrangements allow us to pay with client commissions expenses that would otherwise be borne by us. When engaging in soft dollar transactions, we comply with the safe harbor requirements of Section 28(e) of the Exchange Act. Under this provision, in exercising our discretionary authority to select or arrange for the selection of brokers for execution of transactions for our clients, and, subject to our duty to obtain best execution, we may consider the value of research and brokerage products and services provided by such brokers. Accordingly, if we determine in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and products or services provided by such broker, a client may pay commissions to such broker in an amount greater than the amount another broker might charge. Research provided by such brokers may be used to service additional clients in the future and not exclusively in connection with the management of the clients that generated the particular soft dollar credits. Where a product or service obtained with client commission dollars provides both research and nonresearch assistance to us, we will make a reasonable allocation of the cost which may be paid for with client commission dollars.

We also execute securities transactions on behalf of the Funds with broker-dealers that provide us with access to proprietary research reports (such as standard investment research and credit reports). To our knowledge, these services are generally made available to all institutional investors doing business with such broker-dealers. These bundled services are made available to us on an unsolicited basis and without regard to the rates of commissions charged or paid by clients or the volume of business that we direct to such broker-dealers. During our last fiscal year, we acquired research (such as proprietary research, and corporate access from brokers) with client brokerage commissions (or markups or markdowns). Brokerage for Client Referrals Subject to applicable law and from time to time, we route client brokerage business to brokers that refer prospective investors to us. Because such referrals, if any, are likely to benefit us but may not provide a benefit to our clients, we would have a conflict of interest with our clients when allocating brokerage business to such brokers. To mitigate this potential conflict, we will not allocate brokerage business to a referring broker unless we determine that such allocation is consistent with our best execution duties. Trade Error We may on occasion experience errors with respect to trades made on behalf of client accounts. We will not reimburse a client account for losses resulting from trade errors except to the extent that such reimbursement is in accordance with the terms of the exculpation provision in such client’s governing documents. Aggregation of Orders We will not aggregate trades while the Funds are our only clients, since they operate through a single master-feeder structure.

Other than the products and services that we receive from broker-dealers (described above in Item 12), we do not receive any economic benefits from third parties in connection with the provision of investment advice to the Funds. We do not compensate any third-party marketers for introductions to potential investors or clients.

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of our advisory business or our management.

Review of Accounts The Firm is obligated to purchase and sell only securities (or other financial instruments) that are consistent with the Funds’ investment objectives. The Portfolio Manager has ultimate responsibility for all investment decisions. The Portfolio Manager is primarily responsible for ensuring that the securities (or other financial instruments) held by each Fund are consistent with the guidelines set forth in its offering documents. In addition, our CCO periodically reviews each Fund’s portfolio holdings to determine that the securities (and other financial instruments) held by the Fund remain consistent with its investment strategy, objectives, and guidelines. Reporting We furnish investors in the Funds with written unaudited performance reports and unaudited account statements reporting the relevant Fund’s net asset value on no less than a monthly basis. In addition, on

an annual basis, we provide investors with a copy of the relevant Fund’s annual audited financial statements and, if applicable, a statement of taxable income (Schedule K-1). Pursuant to “side letter” or other agreements, we may provide certain investors with access to more frequent and/or more detailed information regarding the Funds’ securities positions, performance, finances, and management and/or other information about the Funds or us (including notifications of withdrawals/redemptions from the Funds by us and/or our personnel), possibly enabling such investors to better assess the prospects and performance of the Funds. In addition, investors may be provided with certain information about us and the Funds in response to questions and requests. This information may not be distributed to other investors or prospective investors. Each investor is responsible for asking such questions as it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited information provided by us is sufficient for its needs.

For purposes of Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended (the “Custody Rule”), we are deemed to have custody over the Funds’ assets. In accordance with the Custody Rule, a qualified custodian is not required to deliver quarterly account statements to the Funds or their respective investors as long as: (i) the Funds are audited by an independent public accountant that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board, (ii) the Funds’ audited financial statements are prepared in accordance with U.S. generally accepted accounting principles, and (iii) we deliver such annual audited financial statements to investors within 120 days after the end of each Fund’s fiscal year.

We have discretionary authority to manage securities and other investments on behalf of the Funds. The investors in the Funds generally may not place any limits on our authority beyond the limitations set forth in their offering and governing documents. Under certain circumstances, we may contract with a separately managed account client to adhere to limited risk and/or operating guidelines imposed by the client. We would negotiate such arrangements on a case-by-case basis.

We generally have voting discretion over securities held in our clients’ accounts and clients are generally not able to direct their votes in a particular situation. We have adopted proxy voting policies and procedures, which are summarized below.

In the absence of specific voting guidelines from the client or conflicts of interest, we will vote all proxies in the best interests of each client, which may result in different voting results for proxies for the same issuer. In addition, we may determine to abstain from voting a proxy if we believe that such action is in the best interests of a particular client. We have retained a third party (the “Proxy Firm”) to provide research, proxy voting execution, reporting, recordkeeping and reconciliation services. We generally vote in accordance with the Proxy Firm’s recommendations but may vote differently in our discretion. In assessing a proxy, we may take into account the following factors, among others, in determining if a specific proposal is in the best interests of a particular client: (i) management of the issuer’s views and recommendations on such proposal, (ii) whether the proposal may have the effect of entrenching existing management and/or making management less responsive to shareholders’ concerns (e.g., instituting or removing a poison pill, classified board of directors and/or other anti-takeover measure), and (iii) whether we believe that the proposal will fairly compensate management for its and/or the issuer’s performance. If we deem that the issue being voted upon is not material for us and our clients, or we determine that the cost of voting a proxy would exceed the expected benefit to our clients, we will not be obligated to vote on such matter. Conflicts of interest may arise between the interests of our clients and us or our affiliates. If we determine that we have, or could be perceived to have, a conflict of interest when voting proxies, we will vote in accordance with our proxy voting policies and procedures. We will provide a copy of our proxy voting policies and procedures to clients upon request. We will also disclose to clients how we voted proxies for securities owned by such client.

We are not required to include our balance sheet for our most recent fiscal year with this Form ADV Brochure.