Clearline Capital LP

Clearline is a Delaware limited partnership formed on February 5, 2013. Clearline’s principal owner is Marc Majzner. (Clearline Capital LP is referred to as “Clearline,” the “Firm” or the “Adviser” in this Brochure and references to “us”, “we” and “our” also refer to Clearline.) Clearline provides discretionary investment management and advisory services to Clearline Capital Partners LP, a standalone Delaware limited partnership, Clearline Capital Partners Master Fund, LP, an offshore Cayman exempt limited partnership, and Clearline Capital Partners Offshore, Ltd., a Cayman limited company (each, a “Fund” and collectively the “Funds”), pursuant to the investment objectives, strategies and restrictions as set forth in each of the relevant Fund’s offering memorandum. As of December 31, 2025, Clearline manages approximately $1,438,000,000 of regulatory assets on a discretionary basis.

The fees and compensation from the Funds are set forth in each Fund’s offering memorandum. The Funds pay a management fee generally in an amount equal to 1.50% per annum of net assets, payable in advance as of the beginning of each month. The Funds may also pay an annual performance-based incentive generally in an amount equal to 20% of the aggregate increase of the Fund’s net worth allocated to the individual capital accounts. For our initial investors (and therefore no longer offered), Clearline offered a 10% discounted fee class on both management and performance-based incentive fees. Clearline does not accept any other compensation in connection with the sale of securities or other investment products. In addition to the management fee and incentive allocation described above, the Funds’ investors will also be subject to additional fees and expenses such as legal, compliance, administrator, audit and accounting expenses, organizational expenses, investment expenses such as commissions, research fees and expenses (including research related travel), interest on margin accounts and other indebtedness, borrowing charges on securities sold short (if any), custodial fees, bank services fees, Fund-related insurance costs (including portion of D&O and E&O insurance for Clearline, Clearline Capital LLC (the “General Partner of Clearline”), Clearline Capital GP LLC (the “General Partner”) and outside directorship liability, as applicable), directors’ fees and expenses (if any), portfolio risk and performance analysis software, and other fees described in each Fund’s offering memorandum.

Please refer to each Fund’s offering memoranda for a more detailed discussion of investment strategy and related risks. Investment Objective The Funds’ investment objective is to achieve capital appreciation by taking long and short positions primarily in equity and fixed income securities. The Funds’ aim is to achieve high absolute rates of return while minimizing the risk of capital loss. However, no assurance can be given that the Funds’ investment objective will be achieved, and investment results may vary substantially on a monthly, quarterly, annual and/or other periodic basis. In general, Clearline believes that the Funds’ objectives can be achieved by employing a catalystdriven, value-oriented investment strategy. Clearline generally seeks securities or other financial instruments in which (i) the issuer or other underlying reference asset is or will soon undergo change driven by a particular event, and (ii) the security’s or other financial instrument’s trading value materially differs from its fundamental value. Clearline generally employs a fundamental and intensive research process that seeks to develop a thorough understanding of the fundamentals of a business and the dynamics of an investment

situation to confirm that the trading value of a security or other financial instrument is materially different from its fundamental value, that there is a catalyst that may serve to highlight this discrepancy and that there is not a risk of material capital loss. Clearline also seeks to determine if the security or other financial instrument has the appropriate liquidity, sector and other qualities that would be additive to the Fund’s overall portfolio. Investment Program Clearline seeks to identify catalyst-driven value investments. A catalyst may either be a “hard” catalyst or a “soft” catalyst. A hard catalyst is one that has a specific date where the issuer of a security or other financial instrument will be transformed – examples include, but are not limited to: merger or acquisition transactions, spin-offs, liquidations, recapitalizations, reorganizations, and management changes. A soft catalyst is one that does not have a specific date but still has the potential to transform the issuer of a security or other financial instrument – examples include, but are not limited to: compensation changes for managers of the issuer, the roll-out of a new product or service, new pricing for a product or service, and material changes in a security’s or other financial instrument’s price. Once Clearline identifies a catalyst, Clearline analyzes whether the security or other financial instrument is trading at a price that Clearline does not believe appropriately reflects the fundamental value of the security or other financial instrument after the occurrence of the catalyst. Once Clearline identifies a catalyst-driven value investment, it seeks to determine if an investment can provide significant absolute upside with minimal downside. Generally, each individual investment, both long and short, is made to provide a positive return individually and not for the purpose of hedging another investment. This research process generally is driven by a rigorous scenario analysis informed by Clearline’s macroeconomic view. Clearline runs multiple operating scenarios and overlays the earnings and cash flow outputs with a historical range of valuation metrics. Clearline generally seeks to ensure that its macro view overshoots towards pessimism when evaluating long positions and optimism when evaluating short positions. Clearline generally looks for investments that provide material upside that allows a “margin-of-comfort” that Clearline believes can still result in an attractive investment return even if unanticipated negative events occur. At the same time, Clearline seeks to confirm that the investment does not have material downside and that a security’s or other financial instrument’s value and underlying cash flows provide a “margin-of-safety” that should minimize losses. Clearline generally is agnostic as to what specific securities or other financial instruments it invests in as long as it believes them to provide significant upside with minimal downside. However, Clearline’s investment goal and process tends to lead it to certain areas: •

Clearline prefers to be in the most secure security or other financial instrument possible. Notwithstanding, under most market conditions, only equity securities offer substantial enough upside to conform to Clearline’s return objectives. However, in periods of stressed conditions, Clearline opportunistically invests in fixed income securities. Additionally, Clearline may, from time to time, invest the assets of the Funds in other types of financial instruments, including, without limitation, derivatives, futures and forwards.

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Clearline primarily invests in North America. However, Clearline may invest opportunistically, on both the long and short side, outside North America when the risk/reward is overly compelling. At most times, Clearline does maintain investments outside of North America.

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Clearline may invest in all sectors and will continue to have broad sector exposure. However, Clearline prefers to invest in sectors that (i) are secularly healthy, (ii) Clearline understands well from previous investing experience, or (iii) disclose a large amount of public information.

Clearline’s investment process involves three components that generally occur at the same time: Sourcing, Research and Portfolio & Risk Management. Sourcing Clearline generally sources ideas by identifying catalysts that are material enough to impact a security price. These catalysts may be collected from a variety of sources. One source is public news releases. Another source is investment team experience and insight. Through the combined experience of Clearline’s personnel, the investment team has previously analyzed a large subset of the possible investments opportunities available. This historic work typically includes financial modeling and fundamental research. New catalysts combined with a price movement generally results in the investment team re-analyzing the opportunity. Another source from which Clearline looks to originate ideas is relationships with industry contacts and relationships within the financial community network. This includes relationships at broker dealers, research shops and other asset managers. No matter where an idea is sourced, once Clearline identifies a possible investment, it generally is entered into a central database that Clearline uses to identify those ideas with the most potential to contribute positively to the Funds’ overall portfolio, and Clearline’s research resources are prioritized accordingly. Research Clearline aims to perform exhaustive and differentiated research in order to fully understand the catalyst, the security or other financial instrument and the investment opportunity. Since Clearline analyzes a large number of investment opportunities, the investment process generally is broken into steps that Clearline believes allows it to concentrate its in-depth research to those ideas which have a higher probability of ultimately becoming an investment. Step 1: The initial step is usually completed within two days. By using SEC filings and other public information, Clearline seeks to determine if the catalyst is probable and model the underlying assets to determine if Clearline believes an investment in the security or other financial instrument can provide significant absolute upside with minimal downside that it requires from potential investments. At this point, most investment opportunities do not proceed to Step 2. However, if Clearline has confirmed the catalyst and the attractive risk-reward, the investment opportunity proceeds to Step 2. Step 2: This step is usually completed within a day to two weeks. The goal is to build an operating model of the security or other financial instrument and to further confirm the catalyst and project the potential price movements driven by different fundamental developments. During this step, Clearline aims to use public filings including, without limitation, SEC filings, documents filed with other regulators, company transcripts from earnings calls, conferences and industry events, company public releases (press releases, presentations, sales materials) and any other relevant information that is publicly available. After Step 2, the majority of the remaining investment opportunities are discarded. However, if Step 2 again confirms the catalyst and the attractive risk-reward, the investment opportunity proceeds to Step 3. Step 3 is usually completed within a week to three months. This step aims to integrate data points that Clearline gathers from similar work completed in Step 2 on the issuer, but, for this step, on the issuer’s competitors, customers and supply chain. After completing these three steps, Clearline

generally aims to have completed, at a minimum, a working financial model of the security or other financial instruments with a detailed proprietary operating model, as well as price targets for the security or other financial instruments under multiple scenarios. Portfolio & Risk Management Positions generally are sized in the portfolio based on their relative risk/reward, utilizing metrics such as multiple-of-investment and investment-rate-of-returns (using dates of catalysts) under a number of scenarios. Clearline generally compares and resizes positions without underlying biases (e.g. legacy, initial cost, reputation, etc.). The goal is to actively resize positions within the portfolio so that at any time the largest positions are those that Clearline’s research process has determined have the potential to offer the most significant absolute upside with minimal downside. The portfolio management process is a regular process of evaluating new positions, and resizing and exiting positions. The risk management process aims to manage overall portfolio levels of liquidity, gross and net exposures, sector concentration and exposure to other correlations between or among securities or other financial instruments (e.g. similar regulatory risks or similar holder overlap). Aggregate portfolio risk exposures are regularly monitored, reviewed and managed by Clearline. When measuring the exposures of securities or other financial instruments in the portfolio, Clearline typically considers the market value of such positions, but may likewise consider the beta-adjusted value, the potential absolute loss and, in the case of certain derivative instruments, the delta-adjusted value. Although the Funds have no fixed diversification requirements, Clearline employs general guidelines and seeks to mitigate selection risk by diversification, hedging, position size limits, loss limit strategies and other risk management considerations. Market Risks 1.

Risk of Loss. An investment in the Funds is speculative and involves significant risk. The profitability of the Funds ultimately depends upon Clearline correctly assessing the future price movements of the securities, commodities and other financial instruments in which the Funds invest as well as the movement of interest rates. Such price movements may be volatile and are subject to numerous factors which are neither within the control of nor predictable by Clearline. Such factors include, without limitation, a wide range of economic, political, competitive, market, legal, operational and other conditions or events (including, without limitation, natural disasters, acts of terrorism or war) which may affect investments in general or a specific security, commodity or other financial instrument in which the Funds invest. There can be no assurance that Clearline will be successful in accurately predicting price movements. Accordingly, investors may incur substantial losses on their investments in the Funds, and it is possible that the Funds’ performance will fluctuate substantially from period to period.

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Competition. The securities industry, the various markets in which the Funds participate and the varied strategies and techniques engaged in by Clearline are extremely competitive and each involves a high degree of risk. The Funds, the General Partner and Clearline compete with firms, including, without limitation, many of the larger securities and investment banking firms, which have substantially greater financial resources, larger research staffs and more traders than Clearline has or expects to have in the future, which may place the Funds at a competitive disadvantage.

3.

Market Volatility. As a general matter, the prices of certain of the assets in which the Funds will invest have exhibited high volatility in line with the heightened volatility and fluctuations of global capital markets. Price movements of these assets may be influenced by, among other things, interest rates, credit trends, changing supply and demand relationships, regulatory changes and fiscal and monetary programs and policies of governments. There can be no assurance that Clearline will be successful in accurately predicting price and interest rate movements despite efforts to identify and, if applicable, hedge such risks.

4.

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The Funds are private investment funds that have a minimum initial capital contribution of $1 million. Thereafter, the minimum additional capital contribution required is $250,000. The General Partner, from time to time in its sole and absolute discretion, can accept a lesser initial or additional capital contribution amount. Investors of the funds may include high net worth individuals, pension funds, trusts, endowments, fund of hedge funds, family offices and other entities.

A description of the fees charged by Clearline is provided above in Item 5. The General Partner may have a conflict of interest between its responsibility to manage the Funds’ investment portfolios and its interest in maximizing the performance-based fee. For example, the performance-based fee may create an incentive for Clearline to make investments that are riskier or more speculative than would be the case if such arrangement were not in effect. In addition, the performance-based fees are not the product of an arm’s length negotiation with any third party, and, because they are calculated on a basis which includes unrealized appreciation of the Funds’ assets, it may be greater than if such compensation were based solely on realized gains.

(a)

The Funds are private investment companies and partnerships. These pooled investment vehicles managed by Clearline are controlled by the General Partner, an affiliated party. Clearline or the General Partner will be responsible for all decisions regarding portfolio transactions of the Funds and have full discretion over the management of the Funds’ investment activities. Neither Clearline nor any of its management persons are registered, or has an application pending to register, as a broker-dealer, a registered representative of a broker-dealer, a futures commission merchant, commodity pool operator, a commodity trading adviser or an associated person of any of the foregoing entities.

(b)

The General Partner, Clearline and Marc Majzner have a strategic relationship with Talpion Fund Management, LP (“Talpion”). Talpion (directly, or through one or more affiliates) committed $50 million as an initial aggregate investment in Clearline Capital Partners LP and Clearline Capital Partners Offshore, Ltd. Talpion’s investment is subject to the same liquidity terms, performance allocations, asset-based charges and all other terms per the Fund documents. Talpion has agreed to make its principal, Henry Swieca, available to Clearline to provide non-binding strategic advice from time to time, upon request from Clearline. Talpion has no responsibility to supervise or oversee (including with respect to any actions, omissions or decisions of) Clearline, and further Talpion has no fiduciary obligations whatsoever to any investor in the Funds. In return for its investment, the General Partner and Clearline granted Talpion certain economic rights and other terms that differ from those applicable to the other Class A Limited Partners and the other shareholders of Clearline Capital Partners Offshore, Ltd. For example, although it does not own an equity interest in Clearline, Talpion is entitled to receive a portion of the Class A Management Fee and the Class A Performance Allocation, as well as a portion of the management fees and performance allocations payable with respect to Clearline Capital Partners Offshore, Ltd. In addition, Talpion has certain notice

and consent rights in respect of certain actions that may be taken by Clearline Capital Partners LP, Clearline Capital Partners Offshore, Ltd , Clearline or the General Partner, as well as certain information rights regarding the respective portfolios of Clearline Capital Partners LP and Clearline Capital Partners Offshore, Ltd. Pursuant to the terms of the Talpion strategic relationship agreement, Talpion has certain reporting and transparency rights and receives reports of the Funds’ investment positions and transaction records on a one day delay. In addition, Talpion has certain rights to audit and review the books and records of the Clearline Parties. Talpion has agreed to keep such information confidential. The terms of the Talpion strategic relationship agreement do not restrict Talpion from trading for its own account. For the avoidance of doubt, Talpion has no control over investment decisions of Clearline with respect to Clearline Capital Partners LP or Clearline Capital Partners Offshore, Ltd., subject to their compliance with the investment guidelines described in this Memorandum. Neither Talpion, Henry Swieca nor any of their respective affiliates are involved in the management or day-to-day business activities of Clearline Capital Partners LP, Clearline Capital Partners Offshore, Ltd., the General Partner or Clearline (the “Clearline Parties”), or have any involvement with or responsibility or liability for the compliance or noncompliance with applicable legal, investment, tax or regulatory requirements of the Clearline Parties, or for the performance of Clearline Capital Partners LP or Clearline Capital Partners Offshore, Ltd., and further Talpion has no responsibility to supervise or oversee (including with respect to any actions, omissions or decisions of) Clearline. The investment management agreements between Clearline and each of the Funds, as well as the Partnership Agreement, provide that Talpion shall be exculpated by each of the Partnership and the Offshore Fund, as applicable, to the same extent as Clearline and General Partner, as applicable. For the avoidance of doubt, Talpion has no role or involvement with the management or day-to-day business activities of the Clearline Parties, and further has no fiduciary obligations whatsoever to any investor in the Funds.

Code of Ethics Clearline has adopted a code of ethics (“Code of Ethics”) which is designed to foster compliance with the applicable federal statutes and regulatory requirements, prevent circumstances that may lead to or give the appearance of conflicts of interest with clients, insider trading or unethical business conduct as well as promote a culture of high ethical standards. Among other things, the Code of Ethics governs personal securities trading by our employees. Generally, no employee may personally trade or own any security (with the exception of certain securities such as U.S. government obligations, cash equivalents, money market funds, open-end mutual funds, unit

investment trust, etc. (“Exempt Security” or “Exempt Transaction”)). For all of the Exempt Securities or Exempt Transactions, employees must pre-clear any trades. In limited exception situations (primarily due to economic hardship), employees may trade in other securities but only subject to compliance pre-approval. The Code of Ethics also requires employees (1) to report personal transactions on a monthly basis, (2) to file annual personal account disclosures and report monthly securities holdings, and (3) to certify their compliance with the Code of Ethics on an annual basis. Investors may request a copy of the Code of Ethics by contacting Clearline at the address or telephone number listed on the first page of this brochure. Client Transactions Each of Clearline, its employees, the General Partner or a related entity may make an investment in each Fund. As a result, Clearline, its employees or a related entity participate in transactions of the Funds. Policies and Procedures to Prevent Insider Trading Clearline maintains policies and procedures that are designed to prevent the misuse of material, non-public information (the “Insider Trading Policies”). Clearline’s employees are required to certify their compliance with the Code of Ethics and the Insider Trading Policies at the beginning of their employment with Clearline and on a periodic basis thereafter. Clearline’s Insider Trading Policies prohibit Clearline and its employees from (1) trading in the securities of a company (either personally or on behalf of others, including Clearline’s clients) while in possession of material, nonpublic information about such company, and (2) disclosing material, nonpublic information about any company to others in violation of applicable law. Clearline has designed and implemented policies and procedures that are designed to shield its employees from access to material, nonpublic information so that investment decisions may be made on the basis of public information only. Accordingly, Clearline may not have access to material, nonpublic information that other market participants or counterparties are eligible to receive. Notwithstanding such policies and procedures, there may be situations in which Clearline is exposed to material, nonpublic information about a company in which the Funds are invested, which may result in restrictions on Clearline’s ability to trade such securities on behalf of the Funds. In such cases, Clearline maintains a “Restricted List” of companies about which a determination has been made that it is prudent to restrict trading activity. Trades will not be allowed for our Clients, or for the personal accounts of our officers or employees, in the securities of a company appearing on the Restricted List. Clearline seeks to minimize the likelihood of such a situation whenever possible, but there can be no assurance that such efforts will be successful.

Clearline has complete discretion in deciding which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. Portfolio transactions for the Fund will be allocated

to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to Clearline. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, Clearline may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction, the brokers' or dealers' facilities, reliability and financial responsibility, and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the commission rates charged to the Fund by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. Clearline need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither Clearline nor the Fund separately compensates any broker or dealer for any of these other services. If Clearline decides, based on the factors set forth above, to execute over-the-counter transactions on an agency basis through electronic communications networks (“ECNs”), it will also consider the following factors when choosing to use one ECN over another: the ease of use, the flexibility of the ECN compared to other ECNs, and the level of care and attention that will be given to smaller orders. Clearline maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. Soft Dollars From time to time, Clearline may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting Fund transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. Clearline will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). Clearline believes it is important to its investment decision-making processes to have access to independent research. When Clearline uses brokerage commissions (or markups or markdowns) generated by the Funds to obtain research or other products or services, Clearline will receive a benefit because it does not have to produce or pay for such products or services. Clearline may have an incentive to select or recommend a broker-dealer based on Clearline’s interest in receiving research or other products or services, rather than on the Funds’ interest in receiving most favorable execution. At least annually, Clearline will consider the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempts to allocate a portion of the brokerage business of its accounts on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations

described above. In no case will Clearline make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. Cross Trades A cross transaction between two fund clients may occur as an “internal cross,” where Clearline instructs the custodian for the funds to book the transaction at the price determined in accordance with the Valuation Policy. The internal cross will generally occur on the first day of the month as a result of capital activity and getting the Funds pro rata allocation back to pari passu. If Clearline affects an internal cross, Clearline will not receive any fee in connection with the completion of the transaction. Capital Introduction From time to time, brokers (including the Prime Brokers) may assist the Fund in raising additional funds from investors. Additionally, brokers may provide capital introduction and marketing assistance services, and representatives of Clearline may speak at conferences and programs sponsored by the brokers, for investors interested in investing in private investment funds. Through such events, prospective investors in the Fund may encounter representatives of Clearline. Brokers may also provide other services, including, without limitation, consulting services relating to technology. Although neither Clearline nor the Fund compensates brokers for such assistance, events or services, or for any investments ultimately made by prospective investors attending such events, such activities may influence Clearline in deciding whether to use such broker in connection with brokerage, financing and other activities of the Fund. Subject to its obligation to seek best execution, Clearline may consider referrals of investors to the Fund in determining its selection of brokers. However, Clearline will not commit to an investor or a broker to allocate a particular amount of brokerage in any such situation. Brokerage for Client Referrals and Directed Brokerage Clearline does not consider selecting broker-dealers for client referrals or direct brokerage.

Clearline receives certain research or other products or services from broker-dealers through “soft dollar” arrangements. These “soft dollar” arrangements create an incentive for Clearline to select or recommend broker-dealers based on Clearline's interest in receiving the research or other products or services and may result in the selection of a broker-dealer on the basis of considerations that are not limited to the lowest commission rates and may result in higher transaction costs than would otherwise be obtainable by Clearline on behalf of its clients. Please see Item 12 for further information on Clearline's “soft dollar” practices, including procedures for addressing conflicts of interest that arise from such practices. Clearline compensates certain third parties that refer certain clients to us. Compensation is based upon a percentage of the management and/or incentive fees. Clearline does not charge any portion of the compensation paid to the third parties to clients.

To the best of our knowledge, there are no legal or disciplinary events involving our advisory business or our management.

The portfolio accounts of the Funds are reviewed on a daily basis by Clearline’s (1) Portfolio Manager, (2) Chief Financial Officer, (3) Director of Operations and (4) other investment and back office employees. More detailed reviews are conducted by these personnel on a weekly and monthly basis. The Funds undergo an annual audit by PricewaterhouseCoopers LLP. Clearline’s fund administrator also independently confirms pricing, valuation, and fee calculations on a monthly basis. Investors in the Funds receive (1) monthly capital account statements directly from the fund administrator, (2) monthly reports that include details regarding fund performance, number of positions, sector and geographic exposures, and equity exposures, (3) quarterly investor

letters that provide a narrative description of the events of the previous quarter, and (4) annual tax reports and audited financial statements.

Under Rule 206(4)-2 of the Advisers Act, Clearline is deemed to have custody of the securities and other assets of each Fund even though Clearline does not physically hold the securities and other assets and even though such securities and assets are not held or registered in Clearline’s name. Rule 206(4)-2 imposes certain requirements on registered investment advisers who have actual or deemed custody of client assets; however, Clearline is exempt from many of the provisions of that rule because each Fund is audited in accordance with US Generally Accepted Accounting Principles (“GAAP”) on an annual basis by PricewaterhouseCoopers LLP, an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and audited financial statements are distributed to each investor in the Funds within 120 days of the end of each Funds’ fiscal year.

Clearline provides investment advisory services to our clients on a discretionary basis in a manner consistent with each account’s investment objectives and restrictions, as set forth in the governing agreements and documents. In providing discretionary investment advisory services, Clearline generally supervises and manages the account’s portfolio and make investment decisions, without consulting the investors.

An investment adviser with proxy voting authority has a duty to monitor corporate events and to vote proxies, as well as a duty to cast votes in the best interest of clients and not subrogate client interests to its own interests. Rule 206(4)-6 under the Advisers Act places specific requirements on registered investment advisers with proxy voting authority. Because Clearline has discretionary authority over the securities held by its clients, Clearline is viewed as having proxy voting authority. Accordingly, Clearline is subject to Rule 206(4)-6. To meet its obligations under the rule, Clearline has adopted written proxy voting policies and procedures, which are designed to ensure that Clearline votes proxies in the best interest of its clients and addresses how Clearline will resolve any conflict of interest that may arise when voting proxies. The general policy of Clearline is to vote proxy proposals, amendments, consents or resolutions relating to client securities, if any (collectively, “proxies”), in a manner that serves the best interests of the Funds, as determined by Clearline in its discretion, and taking into account relevant factors, including, but not limited to: (1) the impact on the value of the securities, (2) the anticipated costs and benefits associated with the proposal, (3) the effect on liquidity, and (4) customary industry and business practices. Conflicts of interest may arise between the interests of the Funds on the one hand and Clearline or its affiliates on the other hand. The Chief Compliance Officer (the “CCO”) will review the Proxy vote under consideration and seek to identify the perceived conflict of interest. The CCO will also determine the course of action that the CCO believes is in the relevant Funds’ best interests. If the CCO is unable to determine how Clearline should vote the Proxy, Clearline will, at its own expense, engage an outside proxy voting service or consultant to make a recommendation. The CCO will retain documentation of the proxy voting service or consultant's recommendation and will vote the proxies in accordance with that recommendation. Investors may obtain, upon request, a copy of Clearline’s Proxy Voting Policies and/or information regarding how Clearline voted proxies for particular portfolio companies by contacting Clearline.

A balance sheet is not required to be provided as Clearline (i) does not solicit prepayment of more than $1,200 in fees per investor more than six months in advance, (ii) does not have a financial condition that is likely to impair its ability to meet contractual commitments to clients, and (iii) has not been subject to any bankruptcy proceeding during the past 10 years.