DLD Asset Management, LP

A. Description of the Advisory Firm DLD Asset Management, LP (“DLD”), a Delaware limited partnership, is an investment adviser formed on February 22, 2013. DLD Asset GP, LLC, a Delaware limited liability company, is the general partner of DLD (the “IA General Partner”), and Mark Friedman, the founder of DLD who oversees all of DLD’s activities (the “Principal”), is the principal owner of DLD and managing member of the IA General Partner. B. Types of Advisory Services DLD provides discretionary investment advisory (and sub-advisory) services to various pooled investment vehicles, including privately offered funds sponsored by DLD (the “Funds”), and other private funds operated by unaffiliated advisers (“Sub-Advised Funds” and together with the Funds, “Clients”) to whom DLD serves as a sub-adviser. The Funds (each, a “Fund”) include: •

DLD Master Onshore Fund, LP, a Delaware limited partnership (the “Onshore Fund”)

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DLD Master Offshore Fund, LTD, a Cayman Islands exempted company (the “Offshore Fund”, and together with the Onshore Fund, the “Feeder Funds”)

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DLD Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”)

DLD Master GP, LLC, an entity that is affiliated with DLD, serves as general partner to the Onshore Fund and the Master Fund (the “General Partner”). The Feeder Funds invest their capital in the Master Fund, where all trading and investing occur. The Funds and Sub-Advised Funds offer interests to certain qualified investors (such investors or prospective investors unless the context requires otherwise, are referred to herein as “Investors”). DLD is responsible for all day-to day investment and trading decisions. DLD offers its investment advisory services to its Clients through a number of different investment objectives and strategies which are executed principally in the global equity and credit securities markets. Please see Item 8 below for a description of the investment strategies employed by DLD and certain material risks inherent in such strategies. This Brochure does not constitute an offer to sell or solicitation of an offer to buy securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933 and other applicable state, federal or non-U.S. laws. Suitability requirements apply to Investors in the Funds, including requirements that they be “accredited investors”, as defined in Regulation D under the Securities Act, “qualified purchasers”, as defined in the Investment Company Act of 1940, or non-“U.S. Persons” as defined in Regulation S. Persons reviewing this Brochure should not construe this as an offer to sell, or a solicitation of an offer to buy, securities of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum (the “Offering Documents”). DLD selects and allocates Master Fund assets to various investment personnel employed by DLD

(“Portfolio Managers”) to invest in a range of investment strategies and a variety of securities and instruments, both within and outside of U.S. markets. In addition, DLD allocates a portion of the Master Fund’s capital to external investment personnel employed by unaffiliated investment managers (“External Portfolio Managers”) that pursue a range of investment strategies on behalf of the Master Fund as further described in Item 8.A below. Investors should refer to the applicable Fund’s Offering Documents for a complete description of the terms and conditions of that Fund, including its types of investments and strategies, risks, conflicts of interests, fees, and expenses. C. Client Tailored Services and Client Imposed Restrictions Client accounts are managed pursuant to terms in the Clients’ investment management agreements, Offering Documents, limited partnership agreements, and/or sub-advisory agreements, as applicable (collectively the “Constituent Documents”). Each Client’s Constituent Documents are separately negotiated between DLD and the Client, and govern the Client’s intended strategy, restrictions and objectives. Investors should refer to the applicable Client’s Constituent Documents for a complete description of the terms and conditions of any fund primarily or sub-advised by DLD, including its types of investments and strategies, risks, conflicts of interests, fees, and expenses. DLD does not provide investment management services to the underlying Investors in any fund primarily or sub-advised by DLD, and Investors are not able to tailor advice or impose restrictions within the Funds or Sub-Advised Funds managed by DLD. D. Wrap Fee Programs DLD does not participate in wrap fee programs. E. Amounts under Management As of December 31, 2025, DLD managed approximately $2,992,564,695 of regulatory assets under management on a discretionary basis. DLD does not currently manage any assets on a non-discretionary basis.

A. Fee Schedule The fees and compensation payable to DLD are negotiable and vary among its Clients and are described in more detail in each Client’s Constituent Documents. However, the range of compensation is generally as follows: 1. Management Fee •

The Funds. The Funds do not charge a management fee to Investors. Instead, Investors pay certain operating expenses of DLD. Please see Expenses below.

•

The Sub‐Advised Funds. The management fees are calculated based on average daily assets values, and are paid monthly or quarterly, in arrears. The management fee is

generally at an annual rate of 0% to 1.0%. 2. Incentive Allocation •

The Master Fund. The General Partner of the Master Fund receives an incentive or performance allocation equal to a percentage of the net income (including realized and unrealized gains and losses) allocated to each Investor for the year, but only to the extent net income allocated to that Investor exceeds any cumulative losses that were allocated to such Investor for earlier periods and that have not been recovered (a “high water mark”). This incentive allocation ranges from 10% to 20% and is typically made at the end of each calendar year.

•

The Sub‐Advised Funds. DLD generally receives an incentive allocation equal to a percentage of the net income (including realized and unrealized gains) of each Sub-Advised Fund for the month or year (depending upon the applicable Sub-Advised Fund account), but only to the extent net income exceeds any cumulative losses for earlier periods and that have not been recovered (a “high water mark”). This incentive allocation is generally equal to between 10% and 20% and is typically made at the end of each calendar month or calendar year.

The incentive allocation will only be charged to Clients and Investors who are “qualified clients” as defined in Rule 205-3 under the Advisers Act. Please see Item 6 below for a discussion of DLD’s performance-based fees and side-by-side management. B. Payment of Fees Depending upon the applicable Sub-Advised Fund, management fees are paid monthly or quarterly in arrears or quarterly in advance and incentive allocations are allocated as of the last business day of the calendar month or calendar year. DLD invoices each Sub-Advised Fund for management fees, incentive allocations, and third-party fees (discussed below). C. Expenses All Clients shall pay their own brokerage and other transaction and financing expenses relating to the Client’s investment program (as specified in each Client’s Constituent Documents). Please see Item 12 below for a discussion of DLD’s brokerage practices. 1. Expense Allocation Among Multiple Clients Expenses attributable to all Clients will be allocated on a pro rata (or other equitable) basis. With respect to an expense that has been incurred on behalf of more than one Client, such expenses will be allocated in a demonstrably fair and equitable manner across the respective Clients that benefitted from the expense. DLD may pay any portion of certain expenses attributable to certain Sub-Advisory Fund Clients. 2. Fund Expenses Each Feeder Fund bears all of its expenses and its share of the Master Fund’s direct and indirect expenses.

The Funds employ an expense-based pass-through model and do not pay a management fee or any other asset-based fee to DLD or any DLD affiliates. Instead, each Fund Investor is subject to its pro rata share of such pass-through expenses. The following descriptions of the fees and expenses borne by the Master Fund and Feeder Funds are described and qualified in their entirety by the Constituent Documents. The Feeder Funds pay – or reimburse the General Partner, DLD or any Portfolio Managers and their investment teams (or any of their respective affiliates) for – all of their respective costs, fees and expenses arising in connection with their organization, operations and investments, and their share of the costs, fees and expenses arising in connection with the Master Fund’s organization, operations and investments. Unless indicated otherwise herein, any investment-related costs and other expenses of the Feeder Funds, other than those specific to a Feeder Fund itself, generally are incurred at the Master Fund level and borne by the Feeder Funds, pro rata in proportion to the size of the investment in the Master Fund made by each, or in such other manner as the General Partner considers fair and reasonable. To the extent any Administrative PM Expenses (as defined below) and Overhead Expenses (as defined below) are incurred jointly for the account of the Master Fund (and/or the Feeder Funds) and any other Client(s), such expenses shall be allocated among the Master Fund and such Clients pro rata in proportion to the total amount of assets under management with respect to the Master Fund and such Clients, calculated on a quarterly basis, as reasonably determined by DLD, unless DLD determines that another allocation is more equitable (the Master Fund’s allocated portion of such expenses, the “Allocated Overhead Expenses”). For each fiscal quarter, the aggregate amount of the Allocated Overhead Expenses will be limited to 3% of the net asset value of the Master Fund determined as of the beginning of each quarter of such fiscal year (the “Annual Expense Cap”). For the avoidance of doubt, expenses charged to the Master Fund with respect to Incentive-Based Portfolio Manager Compensation (defined below) will not be subject to the Annual Expense Cap. Master Fund Expenses Subject to the Annual Expense Cap The Master Fund Expenses set forth below constitute Allocated Overhead Expenses and are therefore subject to the Annual Expense Cap. (1) “Administrative PM Expenses” include, without limitation: (a) expenses related to all employees of DLD, including Portfolio Managers, analysts, traders, risk management personnel, programmers, developers, strategy professionals and support personnel of DLD and the management team members of DLD (the “Investment Manager Team Members”) which includes, without limitation: salaries/draws; signing bonuses, which may be in the form of buyouts of prior deferred compensation or other incentive plans attributable to previous employers, as well as retention bonuses and benefits; benefits (including, but not limited to, healthcare contributions, premiums and claims); payroll, withholding and similar

taxes, sales or other taxes for non-employee Investment Manager Team Members; workers’ compensation contributions; severance; professional dues and professional development related expenses). However, excluded from the foregoing is an annual performance fee (subject to a standard high water mark) plus, in some cases for nonsalaried Portfolio Managers, (b) a monthly draw on such performance fee calculated as either a fixed dollar amount or a fixed percentage of the account’s trading level (“Incentive-Based Portfolio Manager Compensation”). (b) legal fees and expenses related to Investment Manager Team Members; (c) telephone/mobile services expenses; and (d) travel and lodging related to the Investment Manager Team function and other expenses incurred by or attributable to the Investment Manager Team Members. (2) “Overhead Expenses” include, without limitation, the Master Fund’s portion of the following costs, fees and expenses of the General Partner, DLD, or any Portfolio Manager: (a) specific expenses incurred in connection with providing services to the Master Fund (including reporting as described herein), in connection with identifying, investigating (and conducting diligence with respect to) or evaluating, structuring, consummating, holding, monitoring, or disposing of potential and actual investments; (b) any software that facilitates management of treasury functions, portfolio financing or counterparty risk, any third-party risk monitoring services or related hardware and software costs (e.g., data feeds or other software used to develop and maintain internal or external risk systems), and office rent. Fund Expenses Not Subject to the Annual Expense Cap The Feeder Fund Expenses set forth below are not subject to the Annual Expense Cap. These expenses consist of all costs, fees and expenses incurred by a Feeder Fund or the Master Fund (or on behalf of or relating to the Master Fund) in connection with the organization, operations and investments of the Master Fund, including the costs, fees and expenses associated with: (1)

the organization of the General Partner, the Feeder Funds and the Master Fund, including filing, legal, accounting and related consulting fees incurred in connection with, for example but without limitation, forming entities, including the General Partner and other entities associated with the governance of the Master Fund, negotiating and preparing the strategic partner agreement and related agreements between the parties, the limited liability company agreement of the General Partner between one or more affiliates of Titan (defined below) and one or more affiliates of DLD (including those who provide services to other Clients), all portfolio management (including Portfolio Managers that may provide services to other Clients) or employment agreements (“PM Agreements”), prime brokerage or other trading agreements and the governing documents and other Master Fund-related documentation, and creating ongoing compliance structures and processes such as informational barriers, which such organizational costs, fees and expenses may be expensed immediately, or in the General Partner’s discretion, amortized in whole or in part and capitalized over a period of up to 60 calendar months from the date of the first

contribution of capital by a limited partner to the Master Fund, which may result in an exception to generally accepted accounting principles in the United States, (“GAAP”), so long as such exception does not result in a qualified opinion; (2)

the initial and ongoing marketing and offering of Interests, including legal, accounting and related consulting fees and printing costs, provided that such fees, costs and expenses may be expensed immediately or amortized as described above to the extent related to the initial marketing and offering of interests;

(3)

the Master Fund’s compliance with any applicable law, rule or regulation (e.g., filing of the certificate of limited partnership of the Master Fund and any amendments thereto and filings made in the name of the Fund with regulatory authorities, such as any Form D under the Securities Act of 1933, or other regulatory filings relating to the organization, operation or Investments of the Master Fund, as applicable), provided that such fees, costs and expenses may be expensed immediately or amortized as described above to the extent related to the organization of the Master Fund;

(4)

compliance, regulatory filings or legal expenses (including related consulting fees) incurred in preparing a response to regulatory inquiries related to the investments or the Master Fund’s business as an investor (regardless of whether the reporting person is the Master Fund, the General Partner, DLD, a Portfolio Manager or any of their respective affiliates), including, but not limited to: (a) regulatory filings made with the U.S. Commodity Futures Trading Commission, the National Futures Association or the SEC (including, without limitation, securities filings under Section 13 and Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”), such as Schedules 13D/G, Form 13H, Forms 3, 4 and 5 and the costs associated with filing Form 13F), or any similar foreign regulatory agency or exchange; (b) costs associated with filing of Form PF and Form CPO-PQR (as may be applicable); and (c) reports to or filings with the Federal Trade Commission, Department of Justice, Bureau of Economic Analysis, Department of Treasury and other domestic or foreign regulatory agencies that result from the Master Fund’s holding of Investments (including under FATCA and the Common Reporting Standard);

(5)

financial and tax accounting and analysis, bookkeeping, valuation services, monitoring, reporting or administrative services provided to, or on behalf of the Master Fund (e.g., any administrator of the Master Fund), any audit of the Master Fund’s financial statements and the preparation of their tax returns including the cost of any software and data feeds that facilitate or support these functions;

(6)

the Advisory Fee (as defined below in Item 10.C);

(7)

except as set forth in the Master Fund partnership agreement, any withholding, transfer or other taxes imposed or assessed on, or payable by, the Master Fund (including any interest and penalties);

(8)

the winding up and liquidation of the Master Fund;

(9)

any litigation or investigation involving Master Fund activities, including fees of legal counsel or other experts or consultants;

(10)

the indemnification obligations of the Master Fund as described in the Master Fund’s Constituent Documents;

(11)

the maintenance of “directors and officers,” “errors and omissions” or similar liability insurance for the benefit of the Master Fund, the General Partner, DLD, the Portfolio Managers or any other person indemnified as described the Master Fund’s Constituent Documents;

(12)

fees and expenses incurred in connection with entering into and maintaining agreements applicable to the business and operations of the Master Fund, including but not limited to trading agreements and PM Agreements as well as sourcing, diligencing, engaging, monitoring and terminating a Portfolio Manager or a prospective Portfolio Manager (including prospects not ultimately engaged);

(13)

the making, holding, monitoring or disposing of investments or prospective investments (whether or not consummated), including, without limitation: (a)

initial and ongoing monitoring and due diligence costs related to investments, including those incurred to engage appraisers, accountants, legal counsel, submanagers, other consultants or experts related to an investment;

(b)

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A. Methods of Analysis and Investment Strategies DLD’s primary strategy seeks to maximize capital appreciation by, primarily, selecting and allocating to various Portfolio Managers and External Portfolio Managers and their investment teams to trade in a wide variety of securities and financial instruments, both within and outside of U.S. markets. DLD deploys Clients’ capital primarily in fundamental and systematic investment strategies, including relative value, arbitrage and event-driven type strategies that are designed to profit from identifying mispriced or expected return differentials that exist between two or more securities. Fundamental Strategies. The fundamental relative value, arbitrage and event-driven strategies primarily employ fundamental research and financial analysis to identify investment opportunities, which involves assessing the risk and opportunity for each specific investment and associated hedges. Systematic Strategy. The systematic strategy focuses on investments in the U.S. equity markets. DLD may take positions on behalf of its Clients in a broad range of securities and financial instruments, including exchange traded equity options. The systematic strategy primarily employs systematic models and algorithms to identify opportunities. DLD conducts bottom-up fundamental analysis in each of our investment strategies apart from the systematic strategy, and overlays this with a view on the relative attractiveness of each asset class to make capital allocation decisions. The bottom-up analysis involves assessing the risk and opportunity for each specific security or trade we are looking at and associated hedges. A majority of research is generated

internally. External sources for research include financial newspapers and magazines; inspection of corporate activities; research materials prepared by others; corporate rating services; timing services; annual reports, prospectuses, filings with the SEC, and company press releases. Specific sources include Thomson Reuters, Bloomberg, Capital IQ, Dealogic, FactSet, Kynex, CreditSights, SNL, financial press and trade publications, stock broking reports for industry facts and data, and all major investment banks. External Portfolio Managers. As described above, DLD allocates a portion of Master Fund capital to portfolio managers that are not employees or affiliates of DLD. The Master Fund is not limited in its ability to allocate assets to External Portfolio Managers, or to the types of strategies that such External Portfolio Managers may pursue. The Master Fund will bear management fees, incentive compensation and any other fees and expenses (which may include pass-through type expenses) associated with such investment. B. Risks of Investments and Strategies Utilized Investing in securities involves risk of loss that Clients and Investors should be prepared to bear. The following risk factors include only those risks DLD believes to be material, significant or unusual, and relate to significant investment strategies or methods of analysis employed by DLD. Prospective Investors and Clients should carefully consider the risks involved in a client relationship with DLD or an investment in the Funds, including those discussed below, and consult with their own legal, tax and financial advisers with respect to such risks prior to engaging DLD’s services. The following list of risk factors cannot be and is not intended to be exhaustive. The following risk factors and other relevant risks could have a material adverse effect on DLD’s Clients. Additional or new risks not addressed below may affect Client investments. Investment and trading risk factors may include: Investment Judgment; Market Risk. The profitability of a significant portion of a Client’s investment program depends to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that DLD will be able to predict accurately these price movements. With respect to the investment strategy utilized by a Client, there is always some, and occasionally a significant, degree of market risk. Market Conditions. Developments in the global financial markets illustrate that the current environment is one of extraordinary and possibly unprecedented uncertainty. In light of market turmoil and the overall weakening of the financial services industry, the Clients, their prime broker(s) and other financial institutions’ financial condition may be adversely affected, and they may become subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on Clients’ business and operations. Moreover, market conditions have substantially reduced the availability of credit, which may have a material adverse effect on Clients’ ability to achieve their investment objectives with respect to any particular investment and/or the fund’s entire portfolio, which could have a material adverse effect on the overall return objectives. Small to Medium Capitalization Companies. A Client may invest a portion of its assets in the stocks of companies with small- to medium-sized market capitalizations. While DLD believes these investments

often provide significant potential for appreciation, those stocks, particularly smaller-capitalization stocks, involve higher risks in some respects than do investments in stocks of larger companies. For example, prices of such stocks are often more volatile than prices of large-capitalization stocks. In addition, due to thin trading in some such stocks, an investment in these stocks may be more illiquid than that of larger capitalization stocks. Investment in Distressed Companies. The fact that certain of the companies in whose securities a Client may invest are in transition, out of favor, financially leveraged or troubled or potentially troubled and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization or liquidation, means that their securities are likely to be particularly risky investments, although they also may offer the potential for correspondingly high returns. Such companies’ securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to a Client’s investment in any instrument, and some of the obligations and preferred stock in which a Client invests may be less than investment grade. Derivatives. Derivative instruments, or “derivatives,” include futures, options, swaps, structured securities and other instruments and contracts that are derived from, or the value of which is related to, one or more underlying securities, financial benchmarks, currencies or indices. Derivatives allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark currency or index at a fraction of the cost of investing in the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of other risks associated with derivatives trading. For example, because many derivatives are “leveraged,” and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement can not only result in the loss of the entire investment, but may also expose a Client to the possibility of a loss exceeding the original amount invested. Derivatives may also expose Clients to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts, and to counterparty risk. The counterparty risk lies with each party with whom a Client contracts for the purpose of making derivative investments (the “Counterparty”). In the event of the Counterparty’s default, the Client will only rank as an unsecured creditor and risks the loss of all or a portion of the amounts it is contractually entitled to receive. Options. Investing in options can provide a greater potential for profit or loss than an equivalent investment in the underlying asset. The value of an option may decline because of a change in the value of the underlying asset relative to the strike price, the passage of time, changes in the market’s perception as to the future price behavior of the underlying asset, or any combination thereof. In the case of the purchase of an option, the risk of loss of an investor’s entire investment (i.e., the premium paid plus transaction charges) reflects the nature of an option as a wasting asset that may become worthless when the option expires. Where an option is written or granted (i.e., sold) uncovered, the seller may be liable to pay substantial additional margin, and the risk of loss is unlimited, as the seller will be obligated to deliver, or take delivery of, an asset at a predetermined price which may, upon exercise of the option, be significantly different from the market value. Leverage. Subject to applicable margin and other limitations, Clients may borrow funds in order to make

additional investments and thereby increase both the possibility of gain and risk of loss. Consequently, the effect of fluctuations in the market value of a Client’s portfolio would be amplified. Interest on borrowings will be a portfolio expense of the Client and will affect the operating results of the Client. Also, the Client could potentially create leverage via the use of instruments such as options and other derivative instruments. Short Sales. A Client may enter into transactions, known as “short sales,” in which it sells a security it does not own in anticipation of a decline in the market value of the security. Short sales by the Client that are not made “against the box” theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. The Client may mitigate such losses by replacing the securities sold short before the market price has increased significantly. Under adverse market conditions, the Client might have difficulty purchasing securities to meet its short sale delivery obligations and might have to sell portfolio securities to raise the capital necessary to meet its short sale obligations at a time when fundamental investment considerations would not favor such sales. Hedging Risks. DLD may employ certain hedging techniques to address perceived risks to the Client’s investments and its ability to deliver attractive returns. Hedging against a decline in the value of an account position is an imperfect science and may not eliminate anticipated fluctuations in the values of account positions or prevent losses if the values of such positions decline. The practice of hedging establishes other positions designed to gain from those same developments, thus moderating the decline in a position’s value. Such hedge transactions may also limit the opportunity for gain if the value of a position should increase. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in a position being hedged may vary. Moreover, for a variety of reasons, DLD may not seek or be able to establish a sufficiently accurate correlation between such hedging instruments and the positions being hedged. Such imperfect correlation may prevent the Client from achieving the intended result(s) of hedging or expose the Client account to risk of loss. DLD has broad latitude in executing its hedging program based on prevailing market perceptions and its assessment of risks to the Client. As such, the implementation of hedges and the success or failure of those hedges in achieving their desired result will vary over time. Illiquidity. The investments made by a Client may become very illiquid, and consequently the Client may not be able to sell such investments at prices that reflect DLD’s assessment of their value or the amount paid for such investments by the Client. Illiquidity may result from the absence of an established market for the investments as well as legal, contractual, or other restrictions on their resale by the Client and other factors. Furthermore, the nature of a Client’s investments, especially those in financially distressed companies, may require a long holding period prior to profitability. The Client is authorized to make distributions in kind (including interests in affiliated liquidating vehicles) of securities in lieu of or in addition to cash. In the event a Client makes distributions of securities in kind, such securities could be illiquid or subject to legal, contractual and other restrictions on transfer. Convertible Securities. Client accounts may also invest in convertible securities. Convertible securities are bonds, debentures, notes, preferred stock or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles its holder to receive interest that is generally

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As described above in Item 4.B, DLD currently provides investment advisory (and sub-advisory) services to various pooled investment vehicles. Investors within these funds may include high net worth individuals, other private funds, corporate pension and profit-sharing plans, foundations, endowments, financial institutions, and other institutional clients. Each Feeder Fund generally requires a minimum initial investment of $1,000,000; however, lesser amounts may be accepted at the discretion of the General Partner or Board of Directors for the Feeder Fund, as applicable. The General Partner or Board of Directors in its sole discretion, as applicable, is permitted to accept or reject any initial or additional subscription of any prospective or current investor, respectively, for any reason. Minimum investments in the Sub-Advised Funds are determined by the sponsor(s) of such funds.

As discussed in Item 5.A, the General Partner to the Master Fund receives a performance allocation equal to a percentage of the net income allocated to each Investor in such fund for the year, while DLD generally receives an incentive allocation with regard to the Sub-Advised Funds equal to a percentage of the net income allocated to each Sub-Advised Fund Investor for the month or the year (depending on the applicable Sub-Advised Fund account). The General Partner to the Master Fund, in its sole discretion, may waive or alter the performance allocation with respect to an Investor in such fund. DLD and its investment personnel have a greater incentive to favor Client accounts that pay DLD higher performance-based compensation and/or higher overall fees than other Client accounts. The incentive allocation also provides a possible incentive for DLD to make riskier or more speculative investments on behalf of a Client than it might make otherwise. Notwithstanding these potential conflicts of interest, DLD will evaluate investments in a manner that it considers to be in the best interest of its Clients, given those Clients’ investment objectives, investment strategies, suitability of the investment, and risk profile. DLD has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple accounts, including accounts with different fee structures or arrangements as discussed above and in Item 5.A above, and the allocation of investment opportunities. These policies include the valuation of assets (which impact fees) and allocation of trades. DLD’s policies require that Clients with similar investments objectives and strategies participate in investment opportunities pro rata based on net asset size, taking into account investment mandates and profiles (subject to certain exceptions including any restrictions imposed by the Client), and require that, to the extent orders are aggregated for more than one Client, each Client receives the same average price. These

areas are monitored by DLD’s Chief Compliance Officer (“CCO”) and other relevant DLD personnel. Exceptions will be documented accordingly. Please see Item 12 below for further description of DLD’s brokerage practices.

A. Registration as a Broker-Dealer or Broker-Dealer Representative Neither DLD nor its employees are registered as a broker-dealer or broker-dealer representative. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither DLD nor its management persons are registered as a futures commission merchant, commodity pool operator, or a commodity trading advisor. C. Relationships Material to this Advisory Business and Possible Conflicts of Interest

DLD has entered into a relationship with Titan Advisors, LLC (“Titan”), wherein Titan appoints two members to a committee designated by DLD to observe the allocation of capital among the Portfolio Managers and investment strategies of the Master Fund (the “Allocations Committee”). Additionally, Titan has an economic interest in the General Partner, which earns incentive compensation from the Funds. Titan does not have possession of, or custody of, any Master Fund assets, nor any ability to direct the investment of any Master Fund assets. DLD has sole discretion with respect to any advice or recommendations of Titan or Titan’s appointees to the Allocations Committee. Titan is a registered investment adviser whose primary business is advising private investment vehicles. Accordingly, DLD, on the one hand, and Titan, on the other hand, have established an information barrier policy that restricts the flow of information between DLD, on the one hand, and Titan, on the other, to ensure the independent operation of DLD from Titan, and to mitigate potential conflicts of interest. Although Titan owns an economic interest in the General Partner, the General Partner acts autonomously and separately from Titan. The information barrier policy is in place in order to support the separation between Titan, on the one hand, and DLD and General Partner, on the other hand, for legal, regulatory and compliance purposes, and the policy enables DLD and Titan to avail themselves of certain regulatory relief (such as avoiding the aggregation of certain holdings of Titan with those of the DLD). Among other controls designed to safeguard the independence of DLD, on the one hand, and Titan, on the other, the policy generally prohibits the communication of material non-public information, information regarding investments held or intended to be bought or sold, voting decisions, and investment allocations. Although cooperation and certain limited information flow between Titan, on the one hand, and DLD, on the other, is permissible under the information barrier policy, such cooperation and information flow must be in accordance with the policy and is generally undertaken in coordination with DLD’s legal/compliance team to ensure adherence to the principles of the policy. D. Selection of Other Advisors or Managers DLD does not utilize nor select other advisors or third-party managers. All assets are managed by DLD.

A. Code of Ethics DLD has adopted a Code of Ethics (the “Code”) pursuant to Rule 204A-1 under the Advisers Act. The Code governs the activities of each member, officer, director and employee of DLD (collectively, “Employees”). DLD holds its Employees to a high standard of integrity and business practices that reflects its fiduciary duty to the Clients. In serving its Clients, DLD strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its Employees and Client securities transactions. When persons covered by the Code engage in personal securities transactions, they must adhere to the following general principles as well as to the Code’s specific provisions: (a) at all times the interests of the Clients must be paramount; (b) personal transactions must be conducted consistent with the Code in manner that avoids any actual or potential conflict of interest; and (c) no inappropriate advantage should be taken of any position of trust and responsibility. Employees covered by the Code have certain trading restrictions and reporting obligations of their personal securities transactions. Each Employee is provided with a copy of the Code and must annually certify that they have received it and have complied with its provisions. In addition, any Employee who becomes aware of any potential violation of the Code is obligated to report the potential violation to the CCO.

DLD will provide a copy of its Code of Ethics to Clients and prospective Clients upon request. B. Recommendations Involving Material Financial Interests Neither DLD nor its related persons recommend to Clients, or buys or sells for Client accounts, securities in which DLD or a related person has a material financial interest. C. Investing Personal Money in the Same Securities as Clients Although DLD’s policies and procedures generally prohibit its Employees and related persons from trading in the same instruments that DLD buys or sells for Client accounts, there may be circumstances in which DLD, its Employees and/or the related persons may also personally buy or sell the same instruments that DLD buys or sells for Client accounts, and it or they may own securities, or options on securities, of issuers whose securities are subsequently bought for Client accounts because of DLD’s recommendations regarding a particular security. DLD’s policy as to such transactions is that neither DLD nor any of its Employees or related persons is to benefit from price movements that may be caused by transactions for Client accounts or otherwise. DLD addresses this conflict by requiring employees to sign and adhere to DLD’s Code of Ethics and to report personal securities holdings and transactions to DLD. D. Trading Securities At/Around the Same Time as Clients’ Securities As discussed above, from time to time, DLD, its Employees, or related persons of DLD may buy or sell securities for themselves that DLD also recommends to Clients. DLD will document any transactions that could be construed as creating conflicts of interest.

A. Factors Used to Select or Recommend Broker-Dealers DLD will always have discretion as to the placement of brokerage (and accordingly, the commission rates paid). In selecting brokers to effect portfolio transactions, DLD considers such factors as the brokerdealer’s research capabilities and the success of prior research recommendations, ability to efficiently execute difficult trades (such as those in illiquid markets or trades of substantial size), the broker’s risk in positioning a block of securities, commitment of capital, access to new issues, nature and frequency of sales coverage, depth of services provided, including economic or political coverage, arbitrage and option operations, back office and processing capabilities, financial strength, stability and responsibility, efficiency, reputation, access to markets, confidentiality, commission rate, responsiveness to DLD and the value of research and brokerage and Soft-Dollar Items (as defined below) subject at all times to principles of best execution, in accordance with the DLD’s policies and procedures. In selecting broker-dealers based on the foregoing factors, DLD may pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction. In connection therewith, DLD will make a good faith determination that the amount of commission is reasonable in relation to the value of the research or brokerage services received, viewed in terms of either the specific transaction or DLD’s overall responsibility to the Clients.

DLD also executes trades with brokers and dealers with whom a Client or DLD has other business relationships, including prime brokerage, credit relationships and capital introduction. To mitigate any potential conflicts of interest, DLD regularly evaluates the placement of brokerage services and the reasonableness of commissions paid. 1. Research and Other Soft Dollar Benefits DLD will effect transactions with broker-dealers who provide research services and products (collectively, “Soft-Dollar Items”) to DLD that assist DLD in making investment and trading decisions on behalf of its Clients. The commissions paid to broker-dealers supplying Soft-Dollar Items may not represent the lowest obtainable commission rates. In any such arrangement, the amount of the commission paid must be reasonable in relation to the value of the brokerage and Soft-Dollar Items provided by the broker-dealer, viewed in terms of either the particular transaction or DLD’s overall responsibilities with respect to its Clients. DLD intends to comply with the soft-dollar “safe harbor” afforded by Section 28(e) under the Exchange Act. When DLD uses Client brokerage commissions to obtain Soft-Dollar Items, it receives a benefit, because it does not have to produce or pay for such Soft-Dollar Items. However, DLD believes that such Soft-Dollar Items provide the Clients with benefits by supplementing the research and services otherwise available to the Clients. DLD has an incentive to select or recommend a broker-dealer based on its interest in receiving the SoftDollar Items, rather than on the Client’s interest in receiving most favorable execution. To mitigate this conflict, DLD regularly evaluates the brokerage services and the reasonableness of commissions paid. To the extent that DLD does engage in such “soft dollar” arrangements, the Client will be charged a brokerage commission in excess of that which another broker might charge for effecting the same transaction if DLD determines in good faith that such commission is reasonable in relation to the value of the brokerage, research, other services and soft dollar relationships provided by that broker, viewed in terms of either the specific transaction or DLD’s overall responsibilities to the portfolios over which DLD exercises investment authority. Soft-Dollar items, whether provided directly or indirectly, will be utilized for the benefit of all DLD’s Clients. Soft-Dollar Items are not limited to those Clients who might have generated a particular benefit. Soft dollar benefits are not proportionally allocated to any accounts that generate different amounts of the soft dollar benefits. Within the last fiscal year, DLD used “soft-dollars” to receive broker-dealer research reports, company financial data and economic data. A broker from which DLD obtains soft dollar services establishes “credits” which will be used to pay for specific expenses. In some cases, broker-dealers provide products and services paid for with soft dollars directly. DLD monitors the soft dollar services provided to ensure that appropriate transactions are executed with a soft dollar provider. 2. Brokerage for Client Referrals

In selecting or recommending broker-dealers, DLD does not consider Client referrals from a broker-dealer. 3. Directed Brokerage DLD does not allow Clients to direct brokerage. Securities transactions are executed by brokers selected by DLD in its discretion and without the consent of the Client or its Investors. B. Aggregating Trading for Multiple Client Accounts DLD may give advice or take action with respect to any Client which may be the same as or different from the advice given or the timing or nature of any action taken with respect to investments of another Client. Allocations of investment opportunities among various Clients will be made in the judgment of DLD based on the investment objectives of the Clients. DLD does (but is not required to) combine orders on behalf of one Client account with orders for other Client accounts for which it or its principals have trading authority. Aggregation opportunities for DLD generally arise when more than one Client is capable of purchasing or selling a particular security based on investment objectives, available cash and other factors. DLD is not required to aggregate Client trades, however, it will generally do so, subject to best execution. When aggregating orders, DLD must treat all Clients in a fair and equitable manner. DLD will aggregate orders only when aggregation is consistent with the terms of the investment guidelines and restrictions of each Client for which trades are being aggregated. When DLD aggregates Client trades, no Client will be favored over any other Client; each Client that participates in an aggregated order will participate at the average price for all of DLD’s transactions in that security on a given business day, with transaction costs shared pro rata based on each Client's participation in the transaction. Upon entering an aggregated order, DLD’s order management system automatically allocates the order based on a pre-determined pro-rata formula that specifies the participating Clients and how the order will be allocated among those Clients. If the aggregated order is filled in its entirety, it will be allocated among the Clients in accordance with the allocation in the order management system. On occasion, DLD will not be able to purchase or sell all of the securities ordered as part of an aggregated order in a single day. If the order is partially filled, it will generally be allocated pro rata in proportion to the size of the orders placed for each Client to the extent practicable based on the original allocation assigned in the order management system. As a general matter, DLD allocates securities among Client accounts with the same or similar investment objectives on a pro rata basis where appropriate relative to the investment objectives. Notwithstanding the foregoing, an aggregated order will be allocated on a non-pro rata basis only if it is necessary to be in compliance with a Client’s investment guidelines and restrictions, capital inflows/outflows, available cash, liquidity requirements and tax or legal requirements. DLD may have incentives to allocate certain positions to one or more Client account(s) but not to other Clients due to how the different portfolio compositions of each Client account can impact the performance of any such entity and the resulting performance (incentive) fee or allocation. DLD has developed internal policies designed to allocate trades on a fair and equitable basis and identify conflicts of interest in making investment decisions of the Clients. Such policies include a requirement to document the basis on which an allocation is made when it is made on other than a pro rata basis (taking into account the differing investment objectives and profiles of each Client). DLD’s CCO periodically reviews such

allocations and the reasons therefor.

A. Economic Benefits Provided by Third Parties DLD does not receive any economic benefit, directly or indirectly from any third party for advice rendered to a Client. B. Compensation to Non-Advisory Personnel for Client Referrals DLD does not compensate any third party for soliciting advisory Clients to DLD. DLD has entered into agreements with placement agents to refer prospective Investors to the Funds in return for a portion of the compensation paid to DLD by any such referred Investor. Under these arrangements, the applicable placement agent can refer prospective Investors to DLD in its sole discretion, and DLD can agree to provide advisory services to such referred prospective Investors in its sole discretion. In return for such referral services, DLD pays such placement agent a portion of the asset-based management fees and incentive allocations received by DLD, if any, from Investors referred to DLD by such placement agent. All compensation paid and expenses reimbursed by DLD to the placement agent is paid from the compensation DLD receives from its Investors. Investors are not responsible for any additional fees or expenses in connection with the referral arrangement with the applicable placement agent. Placement agents that introduce or refer Investors to the Funds are subject to a conflict of interest to the extent that they will be compensated in connection with their introduction services. If a prospective investor is introduced to a Fund through a placement agent, including through the referral arrangements as described above, DLD will comply with the requirements of Rule 206(4)-1(b) of the Advisers Act, including making appropriate disclosure to such prospective investor regarding the arrangement, if any, with such placement agent.

This item is not applicable.

A. Frequency and Nature of Review DLD’s Portfolio Managers and External Portfolio Managers are responsible to review each of their own respective positions and transactions on a frequent and regular basis. In addition, DLD’s Chief Investment Officer reviews all Clients on a daily basis. To assist in this effort, DLD generates various portfolio, performance, exposure and risk reports on a daily, weekly, monthly, quarterly and periodic basis, which are reviewed and monitored by the Portfolio Managers (including the Chief Investment Officer), the Chief Risk Officer and the Chief Financial Officer on a continuous basis to determine, among other things, whether account positions should be maintained or adjusted in light of position-specific information, current market conditions and/or internal risk and portfolio composition analysis and guidelines. Investment selection, portfolio and risk management reviews are also conducted on a regular and periodic basis in collaboration with DLD’s investment management team and other risk, operational, internal fund administration, and compliance personnel. B. Content and Frequency of Regular Account Reports Investors in the Funds managed by DLD receive written reports pursuant to the terms of such Fund’s Constituent Documents. DLD distributes to the Investors in each Fund unaudited month-end estimates of performance, including the Funds’ exposures and asset allocations. DLD also distributes quarterly investment letters to Investors in the Funds, which typically include a general discussion on current portfolio positioning, exposures, and asset allocations. The capital value of each Investor’s investment in a Fund is independently calculated and reported on monthly basis by the Fund’s third-party administrator, SS&C Technologies, Inc. (the “Administrator”), and distributed to underlying Investors by the Administrator (Investor monthly account statement). Additionally, the Administrator provides a monthly transaction report to underlying Investors with information on, among other matters, their Fund account activity and account holdings (i.e., pricing verification and asset confirmation). Investors in each Fund also receive audited financial statements within 120 days following the end of each Fund’s fiscal year. The advisers of the Sub-Advised Funds receive trade reporting and reconciliations on a daily basis and full details in regard to cash balances, transaction activity, and net asset value support on a monthly basis pursuant to the terms of their respective investment management agreement (or similar) between DLD and the applicable Sub-Advised Fund. Additionally, the advisers of the Sub-Advised Funds receive various portfolio, performance estimates, exposure and risk reports on a daily, weekly, monthly, quarterly, and periodic basis as requested. DLD or the Administrator on its behalf may deliver the foregoing reports in electronic format with the consent of the Investors. The Funds, the General Partner, DLD and the Administrator do not guarantee the security of any information transmitted through e-mail and will not be liable for any interception, corruption, or delays of investor communications. Please see Item 8. B. above for a more complete description of the risks associated with the processing, storage and transmission of electronic information relating to the transactions of the Clients and personally identifiable information of Investors by DLD and its service providers, including the Administrator.

For purposes of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), DLD and the General Partner of the Master Fund are deemed to have custody over the Master Fund’s assets even though independent custodians (prime brokers) actually hold those assets. In accordance with the Custody Rule, (i) the Feeder Funds and Master Fund are audited by an independent public accountant that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board, (ii) the Feeder Funds’ and Master Fund’s audited financial statements are prepared in accordance with U.S. generally accepted accounting principles, and (iii) DLD delivers such annual audited financial statements to Investors within 120 days after the end of the Feeder Funds’ and Master Fund’s fiscal year. At no time will DLD accept or maintain custody with respect to the Sub-Advised Funds’ assets. The directors or advisers of these funds should carefully review the account statements that they receive from their custodians and are urged to compare these account statements to the reports provided by DLD directly.

Generally, DLD has the authority to select which and how many securities and other instruments to buy or sell without consultation with the Clients or their Investors. Except as expressly provided in the relevant

Constituent Documents, DLD is authorized to invest and trade the Clients’ assets in a broad range of investments, to be selected at DLD’s sole discretion, with no specific limitations as to type, amount, concentration, or leverage. Further, DLD will enter any type of investment transaction and employ any investment methodology or strategy it deems appropriate and consistent with the investment guidelines and restrictions of each Client account.

Rule 206(4)-6 under the Advisers Act (the “Proxy Voting Rule”) places specific requirements on registered investment advisers with proxy voting authority. To the extent DLD has or may be deemed to have proxy voting authority on behalf of its Clients, DLD complies with its proxy voting policies and procedures that are designed to ensure that in cases where the DLD votes proxies with respect to Client securities, such proxies are voted in the best interests of its Clients. Proxies are generally voted in accordance with the recommendation of the issuer’s management for routine corporate housing keeping matters. Non-routine matters are decided on a case-by-case basis, although generally voted in support of management. If a proxy raises material conflicts between DLD or its Employees and one of its Clients, the proxy will be voted in a manner determined to be in the best interest of DLD’s Clients. DLD may refrain from voting proxies where DLD believes that voting does not serve the best interests of the applicable Client accounts. Clients may obtain a copy of DLD’s proxy voting policies and procedures as well as a record of proxies voted on their behalf by contacting Brad D. Wagner, CCO, by email at bwagner@dldam.com, or by telephone at (347) 736-9120. DLD has retained Institutional Shareholder Services, Inc. (“ISS”) to assist it with the development of proxy voting policies, procedures, and guidelines (the “Voting Policies”) that are designed with intent of ensuring that DLD votes proxies with respect to Client securities in the best interests of its Clients and in accordance with the Voting Policies. DLD works with and monitors ISS, with the assistance of various personnel of DLD (e.g., Portfolio Managers, analysts, operations and the CCO), to assure that, to the extent reasonably practicable, all proxies are being properly voted and appropriate records are being retained.

This item is not applicable.