Broad Bay Capital Management, LP

Broad Bay is organized as a limited partnership under the laws of the State of Delaware. Richard Greeder, Founding Partner and Portfolio Manager (“PM”), founded Broad Bay in November 2015. Mr. Greeder is the principal owner of both Broad Bay and its general partner, Broad Bay Capital Management GP, LLC. The investment activities of Broad Bay are led by Mr. Greeder. A number of other investment professionals work with Mr. Greeder to execute Broad Bay’s investment strategy. Broad Bay has been registered as an investment adviser with the SEC since August 1, 2016 (the “Effective Date”). Broad Bay provides discretionary investment advice to the following private investment funds (each, a “Fund” and collectively the “Funds”), which are organized as a master-feeder structure: BBCM Master Fund Ltd. (the “Master Fund”) and BBCM Offshore Fund Ltd. (the “Offshore Fund”), each a Cayman Islands exempted company, and BBCM Onshore Fund LP (the “Onshore Fund”), a Delaware limited partnership. The Offshore Fund and Onshore Fund are feeder funds that invest all or substantially all of their assets through the Master Fund. All investment activity with respect to the Funds takes place at the Master Fund level. Broad Bay also provides both discretionary and non-discretionary investment advisory services to a separately managed account (the “Managed Account” and together with the Funds, the “Clients”), as further described below. BBCM GP LLC, a Delaware limited liability company (the “General Partner”), serves as the general partner to the Onshore Fund. All references herein to Broad Bay are deemed to include the General Partner, as applicable and appropriate. The principal investment objective of the Master Fund is to generate superior, risk-adjusted returns by employing a low net long/short investing strategy focused principally on investments in public equity securities in the consumer, business services, and industrial sectors, both domestically and in other markets. The Master Fund intends to pursue its investment objective by concentrating its portfolio in a limited number of long and short positions with a gross exposure target between 150% and 225%. For more information regarding these strategies, see “Item 8. Methods of Analysis, Investment Strategies and Risk of Loss” below. Investment advice will be provided directly to the Funds and not individually to the investors of the Funds. Broad Bay will manage the assets of the Funds in accordance with the terms of each Fund’s confidential offering and/or private placement memoranda, individual limited partnership or shareholder agreements and other governing documents applicable to each Fund (collectively, the “Governing Fund Documents”). Fund investors can not restrict investments by the Funds in any capacity. From time to time, the Master Fund, to the extent permitted by the rules of the U.S. Financial Industry Regulatory Authority (“FINRA”) as may be amended from time to time (the “Rules”), may purchase, and has purchased, equity securities that are part of an initial public offering (sometimes referred to as “IPOs” or “new issues”). Accounts of “restricted persons” as defined under FINRA Rule 5130 and 5131 are prohibited from participating in IPOs, except as

permitted by the Rules. The profits and losses with respect to new issues will generally be allocated to investors in the Funds that are not Restricted Persons. The Managed Account has two investment objectives, as further set forth in the investment management agreement entered into between Broad Bay and the owner of the Managed Account (the “Managed Account Agreement”): •

The Managed Account pursues an investment strategy substantially similar to the Master Fund (the “Parallel Investment Strategy”), and it executes comparable trades to the Master Fund in proportion to the Managed Account’s mandate size. Broad Bay provides the investment advisory services associated with this strategy on a discretionary basis.

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Additionally, the Managed Account may make co-investments in investment ideas generated by Broad Bay and approved by the owner of the Managed Account (the “CoInvestment Strategy”). Broad Bay provides the investment advisory services associated with this strategy on a non-discretionary basis.

Broad Bay does not participate in wrap fee programs. As of December 31, 2025, Broad Bay had approximately $1,887,847,738 of discretionary regulatory assets under management, and $0 of non-discretionary regulatory assets under management.

Funds General Broad Bay provides investment advisory services to each of the Funds pursuant to such Funds’ Governing Fund Documents, which set forth in detail the applicable fee structures. Broad Bay receives compensation from management fees based on a percentage of assets under management, incentive allocations and certain other fees or expenses related to the Funds (as described below). Investors should review all fees charged by Broad Bay to fully understand the total amount of fees to be paid by a Fund and, indirectly, by the underlying investors. Management Fee The Funds, on behalf of their respective investors, pay Broad Bay a management fee of up to 1.5% (depending on the class of interests or shares that are held) of net asset value on an annualized basis, subject to an annual cap. For certain legacy investors who invested prior to January 1, 2026, the management fee is subject to certain reductions based on the duration of an investor’s investment and the net asset value of the Master Fund, as well as the annual cap. The management fee is paid monthly in advance and is not refundable. The management fee is deducted directly from the relevant Fund.

Without the consent of, or notice to, any other investor, Broad Bay may elect and has elected to reduce, waive, assign, participate or otherwise share the management fee payable with respect to some investors (including affiliates of Broad Bay). Incentive Allocation An affiliate of Broad Bay is entitled to receive from the Funds, on behalf of their respective investors, an annual incentive allocation ranging from 15% to 20% (depending on the class of interests or shares that are held) of new realized and unrealized income and gains, subject to a high watermark. Upon a full or partial withdrawal or redemption by an investor other than as of the end of a fiscal year, there will be a special determination of the incentive allocation with respect to the amount withdrawn or redeemed. Without the consent of, or notice to, any other investor, Broad Bay may elect and has elected to reduce, waive, assign, grant participation in or otherwise share the incentive allocation allocable with respect to some investors (including affiliates of Broad Bay). Expenses and Other Fees Attributable to the Funds The Onshore Fund and the Offshore Fund each bear all of their organizational expenses and offering expenses and their pro rata share of the organizational and offering expenses of the Master Fund, and will reimburse the General Partner and/or Broad Bay, as applicable, to the extent that either Fund bears organizational or offering expenses on behalf of the Funds. For financial reporting purposes, Broad Bay may, in its sole and absolute discretion, amortize, and has amortized, the organizational and offering expenses incurred by the Funds for up to a sixty (60) month period. In general, each feeder fund bears all of its operating expenses and its pro rata share of the operating expenses of the Master Fund. Such expenses include, without limitation, all costs and expenses relating to the Funds’ (and the feeder funds’ pro rata share of the Master Fund’s) activities and operations (to the extent not reimbursed in connection with an investment), including, without limitation, all fees, costs and expenses associated (directly or indirectly) with the negotiation, financing, sourcing, acquiring, holding, monitoring, hedging, settling and disposing of investments or proposed investments; other transaction costs, including, without limitation, transaction fees, custodial fees, brokerage fees, commissions, consulting, advisory, due diligence, investment banking, legal, financial, auditing, accounting, research, third-party consulting and other professional fees and expenses related to investments and proposed investments, as well as all fees, expenses, interest payments and principal payments due to any lenders, investment banks and/or other financing sources in connection with the financing, sourcing, acquiring, holding, monitoring, hedging and disposing of investments or proposed investments; custodial fees, appraisal fees and expenses; all investment-related travel expenses (including industry conferences) and travel expenses related to the purchase, sale or transmittal of Fund assets; all entity-level taxes, fees and other governmental charges; some or all of the costs of any insurance (including, without limitation, general partner liability insurance, errors and omissions insurance, directors and officers insurance, if any, and other insurance policies with respect to the Funds’ business and affairs); directors’ fees; expenses incurred in the collection of monies owed to the Funds; management fees; research related computer hardware and software expenses, including Bloomberg terminals and subscriptions relating to, among other things, trading, order

management and other technology and services; legal, regulatory, compliance, auditing, research and accounting fees and expenses (including, without limitation, fees and expenses of any administrator (including the administrator of the Funds and the Funds’ pro rata portion of the preparation and filing fees with respect to Broad Bay’s Form PF, if applicable, and the preparation of all other regulatory filings in jurisdictions of incorporation or in other jurisdictions where it is necessary, in the discretion of Broad Bay, to execute the strategy of the Funds); expenses associated with the preparation and delivery of financial statements, tax returns and Schedules K-1, if any; the reasonable expenses of any advisory committee of the Funds; extraordinary expenses (including, without limitation, litigation-related and indemnification expenses, whether payable in connection with a proceeding involving the Funds or otherwise, and including the amount of any judgment or settlement paid in connection therewith); the costs of any reporting to investors; reasonable expenses incurred in connection with any meetings of investors and reasonable expenses of the members and meetings of any committee of the Funds; expenses incurred in connection with the dissolution, liquidation and termination of the Funds; and expenses incurred in connection with the preparation of amendments to the Governing Fund Documents. For the avoidance of doubt, such expenses include fees and expenses related to research-related data, anti-money laundering officer’s fees, and some or all costs of cybersecurity insurance. In general, each investor bears its proportionate share of the expenses of a Fund on a pro rata basis with respect to the value of each such investor’s investment. Broad Bay and/or the General Partner may, however, allocate expenses on another basis, including by allocating certain expenses (including, for the avoidance of doubt, any management fees or investorrelated taxes) to certain (but not all) investors, if Broad Bay and/or the General Partner determines that such an allocation is more equitable. Broad Bay also allocates a portion of Fund capital to financial instruments that incur additional fees and expenses, including but not limited to money market funds. In addition to the fees and expenses described above, the Funds will indirectly incur similar fees and expenses if Broad Bay invests their capital in such financial products, as these financial instruments in turn pay similar fees and expenses to their investment managers and other service providers. Certain fund investors will be subject to withdrawal or redemption fees if their investments are redeemed prior to the lock-up period set forth in the Governing Fund Documents. Side Letters Broad Bay has, and may in the future, enter into agreements, such as side letters, with certain investors in the Funds that provide for terms of investment that are more favorable than the terms provided in the Governing Fund Documents or to other investors in the Funds. As a general matter, Broad Bay owes certain fiduciary duties to the Funds, which require that Broad Bay act in good faith and in what Broad Bay considers to be in the best interests of the Funds. Broad Bay also will endeavor to act in a manner that ensures the fair treatment of the Funds’ investors.

Managed Account In consideration for its investment advisory services to the Managed Account, Broad Bay is entitled to receive a management fee on the value of certain assets as well as a performance fee with respect to the appreciation in value of investments held in the Managed Account. The fees and expenses payable by the Managed Account are described in detail in the Managed Account Agreement. The fees and expenses associated with any future managed accounts will be negotiable between Broad Bay and the holders of such accounts and documented in the relevant investment management agreement. Shared Expenses Due to the fact that Broad Bay manages investments on behalf of a number of Clients, certain expenses, including expenses related to Bloomberg terminals and subscriptions and research vendors, are shared, and may continue to be shared, by more than one Client. Broad Bay has adopted policies and procedures for the allocation of such expenses among the Clients. Expenses that are attributable to an investment that is held by more than one Client will generally be allocated pro rata to such Clients, based on Client capital or the position size of the investment held by such Clients, as appropriate. In addition, certain expenses, including expenses related to operating systems, are shared by, and may continue to be shared by, Broad Bay and one or more Clients. Pursuant to Broad Bay’s policies and procedures, such expenses will be allocated in a manner that is demonstrably fair and consistent with disclosures to all affected Clients. Broad Bay maintains and periodically reviews documentation demonstrating that its shared expenses allocation methodology has been applied correctly. Compensation for Sale of Securities or Other Investment Products Neither Broad Bay nor any of its supervised persons receive any compensation from the sale of securities or other investment products.

The Funds’ investment strategies are described in their respective Governing Fund Documents and are summarized below. The Managed Account pursues two investment strategies, the Parallel Investment Strategy and the Co-Investment Strategy. The Parallel Investment Strategy pursues the same investment strategy as the Funds, as described further below. The Co-Investment Strategy does not have the same investment objective as the Funds; rather, it invests in select investment opportunities alongside the Master Fund. Nevertheless, the Co-Investment Strategy’s overall investment strategy, methods of analysis and principal investment risks are generally consistent with the overall investment strategy, methods of analysis and principal investment risks of the Funds described below. Overall Investment Strategy and Methods of Analysis The principal objective of the Onshore Fund and the Offshore Fund, pursued by making investments through the Master Fund, is to generate superior, risk-adjusted returns by employing a low net long/short investing strategy focused principally on investments in public equity securities in the consumer, business services, and industrial sectors, both domestically and in other markets. The Funds intend to pursue their investment objective by concentrating the portfolio in a limited number of long and short positions with a gross exposure target between 150% and 225%. Although capital is predominately allocated to long and short positions in public equity securities, as per the Governing Fund Documents, Broad Bay is permitted to invest the Funds’ assets in long and short positions in fixed income securities and other debt instruments, purchase securities on margin, trade in exchange-traded and over- the-counter derivatives including equity-linked options, invest in securities issued by special purpose acquisition companies (“SPACs”) and other similar, publicly-traded blank check entities or blind pools, make private investments in public companies whose stocks are quoted on stock exchanges or which trade in over-the-counter securities markets (“PIPE Transactions”), invest in preferred stock, warrants and convertible debt, trade in credit default swaps, equity swaps, CFDs (“contract for differences”), and foreign exchange hedges, and engage in hedging and other securities and investment strategies not listed above.

Broad Bay invests the Funds’ assets using a multi-sector approach with a focus on predominantly U.S.-based consumer, business services, and industrial companies, focusing on four main attributes in its investment selection process: •

Value Orientation. Broad Bay seeks to invest in inexpensive long investments, while also investing in higher multiple securities of strong, sustainable businesses rather than solely investing in “value for the sake of value.”

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Contrarian Bent. Broad Bay takes a longer-term approach to investing and aims to capitalize on valuation inefficiencies created by investors extrapolating near-term trends into the future.

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Focus on Mispricings. Broad Bay typically hinges its investment thesis on changes which are expected to take place at the industry and/or company level, seeking investments related to good businesses experiencing temporary problems or bad businesses benefitting from unsustainable trends.

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Longer Investment Horizon. Broad Bay seeks opportunities beyond the typical sixmonth time horizon taken by many other investors who focus on earnings releases and management guidance in their investment approach.

Broad Bay makes value- and growth-oriented investments, as well as uses a “growth-at-areasonable-price” investment style in small, medium and large capitalization companies, with a focus on small and medium capitalization companies. Broad Bay believes that investments in small and medium capitalization companies, combined with its low-net approach, differentiates its investment strategy from other managers and can provide a compelling opportunity for the Funds to achieve their investment objective. Broad Bay believes that this segment is under-covered relative to the market at large, as larger funds do not generally invest as heavily in this universe given liquidity constraints. Broad Bay believes that its advantage comes from its research process in this segment of the market, which can enable the Funds to benefit from market inefficiencies. The Funds seek to achieve uncorrelated equity returns with moderate volatility. The Funds aim to compound their capital regardless of market conditions, targeting a net beta adjusted exposure range of plus/minus 20%. The Funds are not limited with respect to the relative percentage of their assets that may be invested in any type or class of asset or security. Broad Bay intends to redistribute Fund assets among various asset classes when, based on Broad Bay’s research, it believes it is desirable to do so. Investors should review the applicable Governing Fund Documents for more details on the manner in which Broad Bay intends to implement the Funds’ investment strategy and the methods of analysis that Broad Bay seeks to utilize in order to achieve these investment objectives.

The descriptions set forth in this Brochure of specific advisory services that Broad Bay offers to the Funds, and investment strategies pursued and investments made by Broad Bay on behalf of the Funds, should not be understood to limit in any way Broad Bay’s investment activities. Broad Bay may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that it considers appropriate, subject to each Fund’s investment objectives and guidelines. The method(s) and investment strategies described above involve certain risks. A summary of the principal risks is set out below. Summary of the Principal Investment Risks Investing involves substantial risks, including the risk of total loss of capital, and is not suitable for all investors. No guarantee or representation is made that the Clients’ investment programs, including, without limitation, the Clients’ investment objectives, diversification strategies or risk monitoring goals, will be successful. Investment results will vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past investment results of investments are not necessarily indicative of the Clients’ or Broad Bay’s future performance. The following are certain of the principal risks associated with the investment activities of the Clients. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by us. These risk factors include risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us: Available Information. Broad Bay will 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 Broad Bay by such issuers, or through sources other than the issuers. Although Broad Bay evaluates all such information and data and seeks independent corroboration when Broad Bay considers it appropriate and when it is reasonably available, Broad Bay is 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. Volatility of Financial Markets. Market risk is a factor in any investment. During the last several years in particular, a high level of volatility in the financial markets has increased risk generally. Continued volatility could disrupt the investment strategies of the Clients, decrease the value of the portfolio and adversely impact its profitability. Recent developments in the global financial markets illustrate that the current environment is one of extraordinary and possibly unprecedented uncertainty. In light of such recent market turmoil and the overall weakening of the financial services industry, the financial condition of the Clients, custodians/prime brokers and other financial institutions may be adversely affected, and they may become subject to legal, regulatory, reputational and/or other unforeseen risks that could have a material adverse effect on the Clients’ business and operations. Current Market Conditions and Governmental Actions. Beginning in the fall of 2008, world financial markets experienced extraordinary market conditions, including, among other things, extreme losses and volatility in securities markets and the failure of credit markets to

function. In reaction to these events, regulators in the U.S. and several other countries undertook unprecedented regulatory actions. In the U.S., for example, the SEC issued an emergency order to ban temporarily short selling of any publicly traded securities of certain financial firms and to require institutional investment managers, including certain private fund managers, to disclose, on a weekly basis, the daily short positions on publicly traded equity securities. On or about the same time, several other jurisdictions (including the United Kingdom, Australia and Ireland) enacted emergency regulations, imposing similar regulations to those enacted by the SEC. The U.S. government and securities regulators of many other jurisdictions continue to consider and implement other measures to stabilize U.S. and global financial markets, some of which, if enacted, could adversely affect the Clients. However, despite these efforts and the efforts of securities regulators of other jurisdictions, global financial markets remain volatile. It is uncertain whether regulatory actions will be able to prevent further losses and volatility in securities markets or stimulate the credit markets. The Clients may be materially adversely affected by similar or other events in the future. In the longer term, there may be significant new regulations that could limit the Clients’ activities and investment opportunities or change the functioning of capital markets, and there is the possibility of a more severe worldwide economic downturn. Consequently, the Clients may not be capable of, or successful at, preserving the value of their assets, generating positive investment returns or effectively managing their risks. Financial Crises and Effects on Global Financial Markets. World financial markets have in the past experienced and may in the future experience extraordinary market conditions, including, among other things, extreme losses and volatility in securities markets and the failure of credit markets to function. In reaction to these events, regulators in the U.S. and several other countries previously have taken and may in the future take regulatory actions. However, global financial markets may remain volatile, and it is uncertain whether regulatory actions will be able to prevent losses and volatility in securities markets. It is possible that regulatory actions might increase the possibility of future volatility. Regulations may increase market fragmentation and decrease the global flow of capital as it may be too difficult for the Clients and other market participants to comply with multiple regulatory regimes. There may be significant new regulations that could limit the Clients’ activities and investment opportunities or change the functioning of capital markets, and there is the possibility of regional and/or worldwide economic downturn. Consequently, the Clients may not be capable of, or successful at, preserving the value of their assets, generating positive investment returns or effectively managing its risks. Competition. The securities industry is extremely competitive. Broad Bay competes for investment opportunities against various other investors, including many of the larger securities and investment banking firms, which have substantially greater financial resources and research staffs. Competitive investment activity by other firms may reduce the Clients’ opportunity for profit by reducing the availability of or increasing the price of what the Clients believe to be, based on their investment criteria, exceptional investment opportunities. Investment and Trading Risks. An investment in the Clients involves a high degree of risk, including the risk that the entire amount invested may be lost. The Clients invest in and actively trade securities using strategies and investment techniques with significant risk characteristics, including, without limitation, risks arising from the volatility of the global

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As noted above in “Item 4. Advisory Business,” Broad Bay provides investment advisory services to the Funds and the Managed Account. Broad Bay provides discretionary management and advisory services to the Funds directly, subject to the direction and control of the General Partner or Boards of Directors of the Offshore Fund and the Master Fund, as applicable, and not individually to the underlying investors. Broad Bay also provides both discretionary and non-discretionary investment advisory services directly to the Managed Account. Investors in the Funds and owners of separately managed accounts may include, but are not limited to, high net worth individuals, pension plans (corporate, state and foreign), sovereign wealth funds, endowments, foundations, banks, pooled investment vehicles (e.g., funds-offunds), trusts, estates or charitable organizations, and corporate or business entities. Investors in the Funds and owners of separately managed accounts will be required to meet certain suitability qualifications, such as being “accredited investors” within the meaning set forth in Rule 501(a) of Regulation D under the Securities Act 1933, as amended (the

“Securities Act”), and also “qualified purchasers” as that term is defined in the Advisers Act. Details concerning applicable investor suitability criteria are set forth in each Fund’s Governing Fund Documents. The minimum initial subscription in the Onshore Fund and the Offshore Fund is $1,000,000 for Class A interests/shares and $5,000,000 for Founders Class and Liquid Founder’s Class interests/shares, both subject to the discretion of Broad Bay and, where applicable, the Board of Directors of the Offshore Fund. This can include a waiver of the minimum initial subscription amount to a minimum investment of $50,000 for the Onshore Fund and $100,000 for the Offshore Fund. The minimum initial investment amount for the Managed Account was negotiated between Broad Bay and the Managed Account’s owner. Broad Bay will determine, in its sole discretion, whether to open or require a minimum investment amount for any future separately managed accounts.

As described above, Broad Bay or its affiliates receive performance-based compensation in the form of an incentive allocation or an incentive fee from the Funds and the Managed Account. Because performance-based compensation is generally calculated on an annual basis and includes unrealized appreciation of the Clients’ portfolios, such performance-based compensation may be greater than if such compensation were based solely on realized gains. Performance-based compensation creates an incentive to make more speculative investments and make different decisions regarding the timing and manner of the realization of such investments than would be made if such performance-based compensation was not allocated to Broad Bay. In addition, to the extent that the performance-based compensation

Broad Bay is entitled to receive from one Client is higher than the performance-based compensation Broad Bay is entitled to receive from another Client, Broad Bay is incentivized to devote a greater amount of its time and attention to the Client with the higher performancebased compensation. Further, because the Funds’ management fees and incentive allocations and the Managed Account’s performance fee are generally based on net asset values, Broad Bay has a conflict of interest in valuing Client assets. To mitigate such conflict, Broad Bay’s Fund administrator values assets held in Fund accounts in accordance with written valuation policies and pursuant to Broad Bay’s supervision and fiduciary duties. Broad Bay is required to act in a manner that is fair and equitable, depending on the particular facts and circumstances and the needs and financial objectives of Broad Bay’s various Clients, in allocating investment opportunities to the Clients, but Broad Bay is not otherwise subject to any specific obligations or requirements concerning the allocation of time, effort or investment opportunities, or any restrictions on the nature or timing of investments for the Clients. Broad Bay seeks to address this conflict through the application of its trade allocation policy and procedures, which are designed to avoid or minimize conflicts of interest and promote the fair allocation of investments among Clients. Generally, when an investment is appropriate for more than one Client, it will be allocated to such Clients on a pro rata basis, based on Client net asset value or the fair market value of the investment held by each Client, or based on the target exposure of each investment in each Client account; however, for investments involving special circumstances, investments may be allocated to Clients on a different basis, and documentation related to any such exception will be maintained by Broad Bay. Broad Bay periodically reviews the allocation of investment opportunities to confirm that investment allocations are made in compliance with Broad Bay’s trade allocation policy and that such allocations are fair and equitable to Clients.

Other than the relationships described herein, neither Broad Bay nor the General Partner has any other material business activities or affiliations. Broad Bay and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. Broad Bay and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. Broad Bay does not recommend or select other investment advisers for its Clients.

Transactions and Personal Trading Code of Ethics & Personal Trading Policy Pursuant to Rule 204A-1 of the Advisers Act, Broad Bay has adopted a written Code of Ethics (the “Code”) as of the Effective Date. The Code is designed to address and avoid potential conflicts of interest and is applicable to all officers, directors, members, partners and employees of Broad Bay (collectively, the “Employees”). A summary of the Code is provided below and a copy of the Code will be made available to investors upon request. The Code requires Employees to disclose their personal securities holdings and transactions to Broad Bay on a periodic basis and to pre-clear certain types of personal securities transactions, including private placements and IPOs. Broad Bay’s personal trading policies also generally apply to Employees’ immediate family members sharing the same household and other accounts over which Employees exercise investment discretion. Broad Bay generally prohibits Employees from executing personal transactions in certain instruments, including but not limited to single-name equities, subject to exceptions in Broad Bay’s discretion. In limited circumstances, Employees holding positions in such instruments may be permitted to transfer, sell, or otherwise dispose of such positions after receiving preclearance from Broad Bay’s Chief Compliance Officer (“CCO”). From time to time, it is possible that Employees will transact on behalf of themselves in securities that would be appropriate for, held by, or may fall within the investment guidelines of the Clients. Such overlapping transactions are subject to Broad Bay’s pre-clearance policy. Strict compliance with the Code and applicable securities laws is a condition of employment with Broad Bay, and each Employee is obligated to individually read and retain a copy of the Code, as well as annually certify that he or she has read and understands the Code. Broad Bay reviews compliance with the Code on an ongoing basis. The Code is designed with the goal of ensuring, among other things, that Employees conduct their investing activities (both for their personal accounts and for the Clients) in accordance with applicable law, including the federal securities laws and the rules promulgated thereunder, and in a manner where the Clients’ interests are placed first. Participation or Interest in Client Transactions Prospective investors meeting the Funds’ suitability standards (as set forth in “Item 7. Types of Clients” above and in the Governing Fund Documents) are permitted to invest in the Funds. Broad Bay’s PM and certain other Employees have significant personal investments in the Funds. Such Employees are in possession of information relating to such Funds that is not available to other investors in the Funds. Broad Bay, in its sole discretion, has in the past and may in the future waive redemption or withdrawal gates that would otherwise be applicable to Employee investors. Investments by Broad Bay’s PM and certain other Employees in certain Funds could incentivize such Employees to increase or decrease the risk profile of such Funds. Additionally, an affiliate of Broad Bay is entitled to receive incentive allocations based on the performance of the Funds.

Broad Bay does not expect to engage in principal transactions. If Broad Bay were to do so in the future, it would ensure that the transaction is in the best interest of the participating Clients and it would obtain informed consent from the participating Clients as required by applicable law and regulation, including Section 206(3) of the Advisers Act, and Broad Bay’s internal written policies.

Broker Selection Broad Bay is responsible for the selection of the brokers, dealers, transaction agents and counterparties used for Client transactions and the negotiation of any commissions or spreads paid on such transactions. Broad Bay is obligated to seek to obtain “best execution” with respect to Client transactions. Best execution is not defined by statute or regulation, but it is generally understood to mean that transactions should be executed at the best net price considering the totality of applicable circumstances. In making such determinations, Broad Bay’s considerations include, among others: the broker-dealer’s ability to achieve prompt and reliable executions; the broker-dealer’s ability to obtain access to a security; the financial stability and reputation of the particular broker-dealer; the quality, comprehensiveness and frequency of available research and related services considered to be of value to the Clients; and the competitiveness of commission rates in comparison with other broker-dealers satisfying Broad Bay’s other selection criteria. Broad Bay is not required to solicit competitive bids with respect to Client transactions, nor does Broad Bay have an obligation to seek the lowest available commissions. On a semi-annual basis, Broad Bay evaluates the execution that it receives from brokerdealers. Broad Bay considers the factors set forth above, among others, in connection with such analysis. Third-Party Trading From time to time, Broad Bay uses a third-party trading firm to execute certain Client transactions in accordance with Broad Bay’s instructions. When such trading firm is used to execute Client transactions, it has the authority to select the brokers that are used. As a result, Client costs may be higher than if Broad Bay only traded directly with brokers. Soft Dollars Broad Bay has entered into soft dollar arrangements with certain brokers for the Funds. Under such arrangements, an investment adviser obtains products and services (other than transaction execution) from a broker in return for directing transactions to such broker. Such arrangements can incentivize Broad Bay to select brokers based on its interest in receiving the research or other products or services provided by such broker, rather than on the Funds’ interest in receiving the most favorable execution. Additionally, soft dollar arrangements create a conflict insofar that they allow Broad Bay to use Fund commissions to pay for expenses that would other be borne by Broad Bay. To address this conflict, Broad Bay only uses Fund commissions to pay for expenses that would otherwise be borne by the Funds (and not by Broad Bay).

Broad Bay is not currently generating soft dollar credits, but it has in the past and may do so in the future. Broad Bay’s use of previously accumulated soft dollars and any new soft dollars that may be generated in the future is limited to obtaining brokerage and research services within the meaning of Section 28(e) of the Exchange Act. Brokerage services within the meaning of Section 28(e) may include, without limitation, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (e.g., connectivity services between an investment manager and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization, such as comparison services, electronic confirms or trade affirmations. Research services within the meaning of Section 28(e) may include, without limitation, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services. In some instances, Broad Bay may receive a product or service that may be used only partially for functions covered by Section 28(e) (e.g., an order management system or trade analytical software). In such instances, Broad Bay will make a good faith effort to determine the relative portion of the product or service used to assist Broad Bay in carrying out its investment decision-making responsibilities with respect to the Clients and the relative portion used for administrative or other purposes not covered by Section 28(e). The portion of the product or service attributable to assisting Broad Bay in carrying out its investment decision- making responsibilities with respect to the Funds will be paid through brokerage commissions generated by transactions on behalf of the Funds, and the portion attributable to administrative or other purposes not covered by Section 28(e) will be paid by Broad Bay from its own resources. The General Partner and Broad Bay may, in their sole and absolute discretion, change the Funds’ brokerage and transaction arrangements, without further notice to the investors. Brokerage for Client Referrals Broad Bay Employees occasionally participate in capital introduction events that are hosted by brokerage firms in order to introduce investment advisers to potential investors. Capital introduction events present a conflict of interest with respect to broker selection, as it can be in Broad Bay’s interest to select brokers based on investor referrals, and it is in the Clients’ interest to select brokers based on the most favorable execution parameters. No compensation is paid by Broad Bay or the Clients in order to participate in capital introduction events or in connection with investors introduced to Broad Bay during such events. Broad Bay does not commit to allocating a particular amount of business to any broker based on participation in capital introduction events.

Trade Errors Broad Bay seeks to detect trade errors prior to settlement and to correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a third party, such as a broker, Broad Bay will seek to recover any losses associated with the error from that third party. However, there is no guarantee that Broad Bay will be able to do so. Broad Bay generally will assess any trade error that involves a loss a Client as described below: •

In the event that the Funds incur a trade error as a result of Broad Bay’s gross negligence, willful misconduct or fraud, such error will be corrected by Broad Bay as soon as practicable and in a manner such that the Funds incur no loss. Trade errors that result other than by breach of the indemnification standard stated in the previous sentence will be borne by the relevant Fund. Broad Bay’s Chief Operating Officer (“COO”), in consultation with the independent directors of the Master Fund and the CCO, as appropriate, are responsible for assessing if the relevant standard of indemnification was met for each relevant Client and considering Broad Bay’s inherent conflict in assessing the relevant standard of indemnification and seeking to make a determination that fulfills Broad Bay’s fiduciary duty to its Clients.

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In the event that a Client other than the Funds (including the Managed Account) incurs a trade error, the COO will assess, in consultation with outside legal counsel, the CCO and the Client, as appropriate, the nature of the trade error, the facts and circumstances surrounding the trade error, and whether the loss should be attributed to the Client or Broad Bay based on the organizational, governing and offering documents with respect to such Client, including the standard for indemnification set forth therein.

To the extent that any gains arise from trading errors, then such gains will be retained by the Client that benefited from such errors. Order Aggregation If a security is being purchased or sold for more than one Client, Broad Bay generally combines the orders for such Clients and allocates portions of the executed transaction among participating Clients, unless it is inconsistent with either Broad Bay’s duty to seek best execution or the Governing Fund Documents or Managed Account Agreement (as applicable). Each Client participating in an aggregated trade will receive the average daily price of any transactions executed and pay a proportional share of any applicable commissions, subject to minimum ticket charges. If an aggregated order is partially filled, Broad Bay will allocate the order among the participating Clients proportionally based on the allocation instructions (subject to de minimis deviations to achieve round lot sizes).

Neither we nor any of our related persons directly or indirectly compensate any person who is not a supervised person, including placement agents, for Client referrals. However, Broad Bay has retained an offshore placement agent based in Switzerland to introduce Broad Bay to investors. This placement agent receives a percentage of management fees and/or performance fees/allocations received by Broad Bay from such investors depending on, among other things, the fund class the investor is invested in. Neither the Clients nor their underlying investors pay any additional fees in relation to the services that the placement agent provides to Broad Bay. Other than the products and services received from broker-dealers that are described above in “Item 12. Brokerage Practices,” Broad Bay does not receive any economic benefits from non-Clients in connection with the provision of investment advice to Clients.

There are no legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of Broad Bay’s advisory business or the integrity of Broad Bay’s management.

Broad Bay’s investment personnel meet regularly to review the investments within each

Client’s portfolio. In addition, the PM and COO review each Client’s portfolio monthly, and the CCO conducts annual portfolio management reviews. Broad Bay provides Fund investors with regular reports as specified in the Governing Fund Documents. Each Fund investor receives audited financial statements for the Fund within 120 days after the conclusion of the Fund’s fiscal year, including audited schedules of investments, balance sheets, income statements and cash flow statements. If applicable, investors will also receive a statement of taxable income (Schedule K-1). In addition, Broad Bay provides Fund investors with performance updates on a periodic basis. The Managed Account’s owner is provided with reporting as outlined in the Managed Account agreement. The reporting associated with future separately managed accounts will be documented in the relevant investment management agreement. Broad Bay may provide Clients, investors or prospective investors with certain information in response to questions and requests, including, but not limited to, in connection with due diligence meetings and ongoing information requests. This information may not be provided to other Clients, investors or prospective investors. Each Client, investor and prospective investor is responsible for asking the questions it believes are necessary in order to make informed investment decisions.

Broad Bay has custody of the Funds’ assets by virtue of its authority to obtain possession of the funds or assets of such Funds. Further, with respect to the Onshore Fund, Broad Bay has custody because its affiliate serves as the general partner of the Onshore Fund. Broad Bay is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the socalled “Pooled Vehicle Annual Audit Exception,” which, among other things, requires that each

Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. For this reason, investors will not receive statements from the Funds’ custodians. Instead, the Funds are subject to an annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. Audited financial statements are prepared in accordance with U.S. generally accepted accounting principles and distributed to each Fund investor within 120 days of the Funds’ fiscal year end. Broad Bay does not have custody of the assets of the Managed Account.

In accordance with the terms and conditions of the Governing Fund Documents, and, with respect to the Onshore Fund, subject to the direction and control of the General Partner, Broad Bay has discretionary authority to determine, without obtaining specific consent from the Funds or their investors, the securities and other investments to be bought or sold on behalf of the Funds and to perform the day-to-day investment operations of the Funds. In accordance with the terms and conditions of the Managed Account Agreement, Broad Bay has discretionary authority to determine, without obtaining specific consent from the Managed Account’s owner, the securities and other investments to be bought or sold on behalf of the Managed Account with respect to the Parallel Investment Strategy. With respect to the Co-Investment Strategy, Broad Bay will identify, source and investigate potential investments for the Managed Account, but does not have discretionary investment authority to make such investments for the Managed Account without the prior consent of the Managed Account’s owner. However, once a co-investment is approved by the Managed Account’s owner, Broad Bay will have, subject to the terms of the Managed Account Agreement, full discretion to execute, manage, and dispose of such investment.

Broad Bay has voting discretion over Client securities. Clients are generally not able to direct their votes in a particular situation. In accordance with its fiduciary duty to Clients and Rule 206(4)-6 of the Advisers Act, Broad Bay has adopted and implemented written policies and procedures governing the voting of securities for the Funds and the Managed Account. The general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in the applicable Client’s best interest and consistent with such Client’s investment objectives. Per Broad Bay’s Proxy voting policies and procedures, Proxies are typically voted in accordance with a standard methodology, which primarily is to vote with the recommendations of company management. In the event that Broad Bay believes that it is in the best interest of Broad Bay’s Clients to vote otherwise or to abstain from voting, the reasons

for doing so must be documented. Broad Bay has retained a third-party Proxy voting service to assist in the administration of the Proxy vote process, including maintaining a record of votes cast on behalf of Broad Bay’s Clients. Broad Bay periodically reviews its records and performs diligence on the third-party Proxy voting service in order to ensure that Proxies are voted in accordance with Broad Bay’s standard methodology and/or Broad Bay’s alternate vote instructions. Conflicts of interest may arise between the interests of the Clients on the one hand and Broad Bay or its affiliates on the other hand. If Broad Bay determines that it may have, or is perceived to have, a conflict of interest with respect to a particular Proxy, Broad Bay will vote in accordance with the recommendation of the majority of the firm’s Operating Committee, as outlined in Broad Bay’s Proxy voting policies and procedures. A copy of Broad Bay’s Proxy voting policies and procedures and/or its Proxy voting record will be made available to investors upon request. As a fiduciary, Broad Bay will evaluate whether the Clients will participate in shareholder class action litigation and similar matters. Broad Bay will participate in class action litigation when it has been determined that it would be in the best interest of the Clients. Broad Bay generally does not serve as the lead plaintiff in class actions because the costs of such participation typically exceed any extra benefits that accrue to lead plaintiffs. Broad Bay will maintain documentation associated with the Clients’ participation in class actions.

A balance sheet is not required to be provided as Broad Bay does not solicit prepayment of fees more than six months in advance. Broad Bay does not have any financial condition that is likely to impair its ability to meet contractual commitments to its Clients, nor has Broad Bay been subject to a bankruptcy petition at any time during the past ten years.