DME Capital Management, LP

DME Capital Management, LP is a Delaware limited partnership that began operations in 2010. We are a value-oriented investment management firm that primarily invests and trades in long and short publicly-listed equity securities, and when attractive also makes macro and distressed debt investments. DME Advisors GP, LLC is our general partner and David Einhorn is our President and portfolio manager. We provide investment advisory services to: (i) Greenlight Capital Offshore Master, Ltd., a British Virgin Islands business company; (ii) Greenlight Capital LP, a Delaware limited partnership, which is a feeder fund for Greenlight Capital Offshore Master, Ltd.; (iii) GCOI Intermediate, LP, a British Virgin Islands limited partnership, which is also a feeder fund for Greenlight Capital Offshore Master, Ltd.; (iv) Greenlight Capital Offshore Ltd., a British Virgin Islands business company, which is a feeder fund for GCOI Intermediate, LP (collectively, the “Greenlight Funds”). We also provide investment advisory services to a separately managed account (the “SMA”), a pooled investment vehicle for which we manage a portfolio (collectively with the Greenlight Funds and the SMA, the “Greenlight Clients”) and two special purpose vehicles created to hold shares in a single issuer (the “SPVs” and collectively with the Greenlight Clients, the “DMEM Clients”). We make all investment decisions on behalf of the DMEM Clients. Our primary responsibilities for the DMEM Clients are to identify, review, and select investment opportunities that can achieve the DMEM Clients’ investment objectives. We and our affiliate, DME Management GP, LLC, the general partner of Greenlight Capital LP and GCOI Intermediate, LP, also provide certain administrative and management services to the DMEM Clients. The primary investment objective of the Greenlight Clients is to achieve capital appreciation by buying securities with trading values materially lower than their intrinsic values and by selling short securities with trading values materially higher than their intrinsic values. In addition, the Greenlight Funds also offer investors the option to participate in the Greenlight Funds’ investment program through the Gold Interests (as defined below), which are backed by exposure to Gold (as defined below). The Greenlight Clients aim to achieve high absolute rates of return while minimizing the risk of capital loss. There can be no assurance that this investment objective will be achieved and investment results may vary substantially. The Greenlight Funds are permitted to invest, on margin or otherwise, in securities and other financial instruments of United States and foreign issuers, including, but not limited to: (i) capital stock; shares of beneficial interest; partnership interests and similar financial instruments; loans; bonds, notes, debentures (whether subordinated, convertible or otherwise), bank debt and other evidence of indebtedness; debt securities or other obligations of United States and foreign governments, or any states, agencies or instrumentalities thereof; commercial paper; other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, government or other entity whatsoever, whether or not publicly traded or readily marketable; equipment lease certificates; equipment trust certificates; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; contract and other claims; executory contracts; participations; open- and closed-end investment companies and

other mutual funds; money market funds; exchange traded funds (“ETFs”); repurchase agreements; certificates of deposit; banker’s acceptances; trust receipts; currencies; and commodities; (ii) futures on the securities and instruments listed in (i) above, as well as futures relating to stock indices and other financial instruments; and (iii) derivatives, such as swaps, options, warrants, caps, collars, floors and forwards on the securities, instruments and futures listed in (i) and (ii) above, as well as interest rate, currency, commodity, equity and other derivatives, all without restriction of any kind. Investments by the other clients are governed by separate guidelines. We currently do not provide investment advisory services to clients apart from our management of the DMEM Clients and do not participate in wrap fee programs, although our affiliates do provide advice to other persons and/or entities (including other privately-offered pooled alternative investment vehicles, one of which has an investment strategy substantially similar to the DMEM Clients) and we and/or one or more affiliates may do so in the future. Investment advice is provided directly to each of the DMEM Clients and not to the individual investors in the DMEM Clients. As of December 31, 2025, the regulatory assets under management by DME Capital Management, LP were approximately $4,798,925,830. All assets are managed on a discretionary basis. For a further discussion of these and related items, see Item 7 (Types of Clients), Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss) and Item 10 (Other Financial Industry Activities and Affiliations).

Management Fee and Performance Allocation We receive from the Greenlight Funds quarterly investment management fees (the “Management Fee”) at an annual rate equal to either 1.5% or 2.0% of the value of each investor’s capital account, valued and payable as of the beginning of each quarter (0.375% per quarter or 0.5% per quarter, respectively). The determination of the applicable management fee is a function of the date and amount of an investor’s contributions. The Management Fee for capital contributions made, or shares purchased, during a calendar quarter will be charged pro rata for the initial quarter of purchase. The Management Fee is also adjusted for withdrawals or redemptions within a calendar quarter, if permitted by the Greenlight Funds. In consideration for the Management Fee, we provide certain administrative services to the Greenlight Funds, including, but not limited to, office space, furniture and utilities, computer equipment and services, and secretarial, clerical and other personnel. The Management Fee may exceed or may be less than the expenses borne by us on behalf of the Greenlight Funds. Our affiliate, DME Management GP, LLC, receives from the Greenlight Funds an annual performance-based profit allocation (the “Performance Allocation”) in an amount equal to 20% of the increase in the value of each investor’s capital account, subject to a modified high water

mark described below. The Performance Allocation generally will be allocated at the end of each fiscal year and immediately prior to withdrawals occurring prior to the end of any fiscal year. The Performance Allocation taken in respect of the Dollar Interests (as defined below) will not take into account changes in value due to the receipt of the Dollar Series Compensation (as defined below). The Performance Allocation taken in respect of the Gold Interests will not take into account changes in value of the Gold Backing (as defined below) or the payment of the Dollar Series Compensation. If at any time a loss occurs that results in the value of an investor’s capital being less than the highest value of such capital at the close of any fiscal year since such investor’s admission to the Greenlight Funds, or the initial amount of capital contributed by such investor to the relevant Greenlight Fund (the “High Water Mark”), then the Performance Allocation with respect to such investor shall be 10% of such investor’s allocable share of net profits, if any, until such time as the value of such investor’s capital (gross of the Performance Allocation and the Dollar Series Compensation but net of all fees) is equal to the sum of (a) the High Water Mark, plus (b) an additional amount equal to 150% of the losses incurred by such investor (the sum of (a) plus (b) being the “Modified High Water Mark”). After such investor reaches the Modified High Water Mark, the Performance Allocation with respect to such investor will revert to 20%. Withdrawals by and distributions made to an investor will result in a proportional reduction of the Modified High Water Mark. The Management Fee and the Performance Allocation may be waived, reduced or rebated for any investor, including, without limitation, for investments we or our affiliates make and/or for investments made by our employees and their family members. The investment management fees and performance-based profit allocations and fees received by us and our affiliates from the DMEM Clients other than the Greenlight Funds are calculated using formulas that are different than those described above for the Greenlight Funds. Such management fees and performance-based profit allocations and fees are described in the relevant investment advisory agreements or applicable governing documents. An alternative management fee applicable to a specific investment in the Greenlight Funds has been separately negotiated. Expenses The Greenlight Funds pay, whether directly or through reimbursement of us and our affiliates, all costs and expenses related to its investments and operations, including each Greenlight Fund’s pro rata share of such costs and expenses incurred, which costs and expenses include, without limitation, brokerage and other transaction costs, data fees, clearing and settlement charges, outsourced trading service expenses, trade break fees, research (including research-related travel expenses incurred with respect to specific potential or existing investments) and brokerage products and services (including market data terminals, risk management services and order management systems) that fall within Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), legal fees and other expenses in connection with conducting due diligence and negotiating the terms of investments (including investment-related travel expenses incurred with respect to specific potential or

existing investments), regardless of whether such investments are consummated, custodial fees, administrator fees and expenses, third party valuation services, expenses and costs of expert networks, expenses and costs of obtaining surveys, analysis or other data sets from third parties related to prospective investments or sectors in which the Greenlight Funds may invest, initial and variation margin, interest and commitment fees on debit balances or borrowings, stock borrowing fees and proxy solicitation expenses, legal costs and expenses, audit and tax preparation expenses, accounting fees, insurance expenses including costs of any liability insurance and fidelity bonds obtained on behalf of the Greenlight Funds or officers’ and directors’ insurance, directors’ fees and expenses, indemnification expenses, government and regulatory costs and expenses (including filing and license fees and preparation and submission of filings and licenses, including without limitation, Form PF preparation and filing fees) in connection with specific investments or offering interests in the Greenlight Funds, any issue or transfer taxes chargeable in connection with any securities transactions, any entity level taxes and fees, costs of reporting and providing information to investors (including updates to offering documents), costs of maintaining recognition as a professional fund, costs of maintaining registered agents and registered offices, costs of litigation or investigation involving the Greenlight Funds’ activities and fees of the administrator. A portion of these operating expenses may be shared with other investment entities or accounts we and our affiliates manage on an equitable basis as determined in our and our affiliate’s sole discretion. Interest, fees, costs and expenses related to the Gold Leverage (as defined below) will generally be allocated solely to, and deducted from the value of, the Gold Backing. In addition, expenses relating to (a) the Gold Backing, (b) the increased PB Leverage (as defined below), if any, due to the existence of the Gold Backing, including any interest and custodial expenses related thereto, and (c) the increased trading costs incurred by the Greenlight Funds due to adjustments to the Gold Backing or the investment portfolio, will generally be specially allocated to the Gold Interests. DMEM Clients other than the Greenlight Funds pay for costs and expenses as provided for in the relevant investment advisory agreements or applicable governing documents. Neither our principals, members, managers, directors, officers and employees (collectively, “supervised persons”) nor we accept any compensation for the sale of securities or other investment products, including interests in the DMEM Clients. For a further discussion of these and related items, see Item 12 (Brokerage Practices).

Investment Objective We are a value-oriented investment management firm that primarily invests and trades in long and short publicly-listed equity securities, and when attractive also makes macro and distressed debt investments. We combine a practical understanding of markets with an approach rooted in fundamental analysis and rigorous examination of financial statements. All investments involve risk of loss, including loss of principal. There can be no assurance that our investment objective will be achieved, and investment results may vary substantially. Investment Philosophy We believe that trading values in the long term are determined by fundamental analysis. Notwithstanding this belief, technical, psychological and liquidity factors can influence a security’s trading value in the short term. Fundamentals: This refers to a security’s “intrinsic” value. We define intrinsic value as the present value of the cash flows that will be distributed to the owners of a security discounted

at a rate that properly reflects the time value of money, the risk that expected cash flows will not be obtained, the volatility of the cash flows, and the security’s liquidity. In the case of corporate securities, the cash flows derive either from the company’s operations or from the sale of the company’s assets. We believe the key determinants of intrinsic value are the level, growth and prospective use of discretionary cash flows and realizable asset values; in other words, corporate securities represent ownership in, or a claim on, a business. Technicals: This refers to a security’s historical trading pattern and prices. An example of a strategy that relies largely upon technical analysis is “momentum” investing where investors purchase securities that have recently appreciated in price in the expectation of further price increases. Psychology: This refers to the propensity of investors to make investment decisions based on greed and fear. Investors who have made money in an investment are often inclined to increase their exposure in anticipation of additional profits, while investors who have lost money in an investment are often inclined to reduce their exposure over fear of further losses. Group psychological swings can foster excessive movements in security prices. Liquidity: This refers to the amount of capital committed to investing in an asset class relative to the size of the asset class. Assuming that intrinsic value remains unchanged, supply and demand dictate that security prices will rise when additional investment capital enters an asset class and will fall when investment capital leaves an asset class. For example, when investors add liquidity by purchasing mutual funds or ETFs, the managers of those funds face pressure to buy stocks regardless of the cheapness or dearness of equity prices. Opportunity Identification. We benefit from a large and diverse flow of ideas. We source ideas through proprietary research as well as our professional relationships with investment bankers, independent researchers, brokers, sell-side analysts, other fund managers, and corporate managers. We see attractive investment opportunities where there is a temporary value dislocation caused by the influences of technicals, psychology and liquidity, or where we believe the market has miscalculated intrinsic value. We invest on the premise that the market will ultimately refocus on fundamentals and/or correct its assessment of intrinsic value, and the trading value will adjust accordingly. Investment Analysis. Consistent outperformance in the capital markets requires successive narrowings of the opportunity universe based on one’s competencies and desired level of risk. Throughout our history, we have evaluated thousands of investment opportunities and selected only a small fraction for inclusion in our portfolio. In assessing a potential investment in a company, we typically use thorough financial analysis to determine whether a disparity exists between the company’s intrinsic value and its market value. While we do not limit the industries in which we invest, we concentrate our efforts on situations where intrinsic value is most readily determinable by financial or accounting analysis. In developing a financial analysis, we typically evaluate information from company

financial statements and meetings and conversations with management, competitors, industry analysts and other market participants. If a financial analysis confirms a valuation disparity hypothesis, we next attempt to identify the reason for the disparity. Possible reasons include the market’s miscalculation of intrinsic value (often because the analysis is technically difficult), selling pressure from investors who are either unable (e.g., a distressed seller) or unmotivated (e.g., a tax-driven seller) to hold the position, or overly strong market optimism or pessimism as a result of recent news events. Portfolio Strategy. In each opportunity, we endeavor to determine the risk/return characteristics of the potential investment. We generally conduct an evaluation of all available investment instruments, which might include publicly-listed equity securities and corporate debt, private placements, futures, currencies, commodities, credit default swaps, interest rate swaps, sovereign debt, derivatives and other instruments, to best exploit an opportunity. Long equity positions may be in securities where we believe there are systematic inefficiencies, such as spin-offs or companies undergoing significant structural or organizational changes. Long positions also include securities trading at a discount to intrinsic value. Short positions are generally in securities that we believe are overvalued and subject to fundamental deterioration. The portfolio is generally constructed from the bottom up and each position stands on its own merit. On a case-by-case basis, we may hedge risk inherent in certain investments, and we generally hedge the currency risk associated with foreign investments. Although the short portfolio effectively acts as a hedge to the long portfolio, we generally prefer to sell securities short that we believe will fall regardless of market conditions. We also consider and analyze the global macroeconomic environment and may make certain macro investments based on such analysis. With regard to portfolio strategy, we generally assess all of the following: Concentration of Investments: Although it occurs from time to time, we generally do not initiate or add to any single equity investment if that investment would constitute more than 20% of the portfolio on the long side or more than 10% of the portfolio on the short side (measured as of the date the investment is made). Portfolio allocations reflect our relative confidence in the investments. Liquidity: We consider the liquidity of each investment and of the portfolio as a whole. Where liquidity is limited, we usually invest only if we expect a higher rate of return to compensate for the additional risk. To the extent we invest in illiquid securities, we may segregate such investments from the other assets of the Greenlight Funds through, for example, the use of one or more special purpose vehicles. Position Monitoring: The number of positions in the portfolio varies. A monthly performance attribution report provides the number of long and short ideas. We continuously reevaluate each position in the portfolio to monitor changes in intrinsic value and trading value.

This constant reassessment process characterizes our risk control approach. The portfolio manager is responsible for determining which positions enter and exit the portfolio and for position sizing. Additionally, our investment professionals, Chief Financial Officer, Chief Operating Officer, Chief Compliance Officer and Director of Operations review the DMEM Clients on a regular basis to monitor and analyze transactions, positions and investment levels. Leverage: We intend to employ leverage beyond what is routinely available through the use of brokerage firm margin accounts, including, without limitation, the Gold Leverage and the PB Leverage. The Gold Interests and the Dollar Interests The Greenlight Funds offer two types of interests, the “Gold Interests” and the “Dollar Interests.” The Gold Interests participate in the portion of the Greenlight Funds’ investment portfolio allocated to the Gold Interests (the “Gold Interests Portfolio Investments”) and the Gold Backing (as defined below). The Dollar Interests participate in the portion of the Greenlight Funds’ investment portfolio allocated to the Dollar Interests and Gold (as defined below), if any. The “Gold Backing” is Gold acquired to obtain exposure to the performance of Gold for the Gold Interests. “Gold” may consist of (a) physical gold (allocated or unallocated accounts), (b) futures on gold, (c) options on gold or gold futures, (d) gold exchange traded funds, (e) other gold derivatives, such as swaps and forwards, and (f) any other instrument, investment, asset or security that we reasonably determine is a “gold” investment. With respect to the Gold Interests, we generally intend that, for every dollar of net asset value of the Gold Interests, there will be a dollar of Gold Backing and a dollar of Gold Interests Portfolio Investments. We may achieve this by periodically increasing or decreasing the amount of the Gold Backing and/or the Gold Interests Portfolio Investments. In addition, we generally intend, on a periodic basis, to adjust the allocation of the portfolio investments among the Gold Interests and the Dollar Interests in an attempt to maintain such dollar-for-dollar ratio. However, there can be no assurance that we will be able to achieve or maintain these ratios for the Gold Interests. The Greenlight Funds leverage the Gold Backing (“Gold Leverage”) to make funds available to permit the Greenlight Funds to make the Gold Interests Portfolio Investments. Gold Leverage may be obtained by borrowing against physical gold pursuant to one or more collateralized credit facilities, or by utilizing futures, options, ETFs, swaps, forward contracts, repurchase transactions, other derivatives and other similar instruments, arrangements or transactions. In addition, the Greenlight Funds use leverage made available by their prime brokers (the “PB Leverage”) to make funds available to permit the Greenlight Funds to make investments in the investment portfolio that are allocated to both the Dollar Interests and the Gold Interests. As compensation for the fact that (a) the portfolio investments underlying the Dollar Interests will be used as collateral for, or will otherwise be available to satisfy, leverage, and may be subject to increased PB Leverage due to the existence of the Gold Backing, and (b) making adjustments to the Gold Backing and/or the investment portfolio may (i) cause the Greenlight Funds to buy or sell portfolio investments underlying the Dollar Interests at times and at prices that are not optimal, and may cause trading losses, (ii) increase trading, transactional and other

Read the rest in the brochure

We provide investment advisory services to the DMEM Clients. We may in the future provide investment advisory services to additional clients including, but not limited to, other pooled investment vehicles, corporations, trusts, institutions, high net worth individuals, investment companies, pension plans, sovereign wealth funds, family offices, foundations and endowments. For a further discussion of these and related items, see Item 4 (Advisory Business) and Item 10 (Other Financial Industry Activities and Affiliations).

We manage only the DMEM Clients, which are subject to a performance allocation or fee. We may provide investment advisory services to additional clients in the future that may have similar or different performance-based fees and/or allocations than the performance-based fees and/or allocations of the DMEM Clients (including other privately-offered pooled alternative investment vehicles, some of which may have an investment strategy substantially similar to the DMEM Clients).

The performance allocations and fees may create an incentive for us to make investments that are riskier or more speculative than would be the case in the absence of a performance allocation and fee. Differences in the formulas used to calculate the performance-based profit allocations and fees received from our and our affiliates’ clients may create an incentive to prefer one or more clients over the others. We are required to act in a manner that we consider fair, reasonable and equitable in allocating investment opportunities to the DMEM Clients, but we and our affiliates are not otherwise subject to any specific obligations or requirements concerning the allocation of time, effort or investment opportunities, or any restrictions on the nature or timing of investments for the DMEM Clients. We are not required to accord exclusivity or priority to the DMEM Clients in the event of limited investment opportunities arising from the application of speculative position limits or other factors. For a further discussion of these and related items, see Item 5 (Fees and Compensation).

Mr. Einhorn is a director of Greenlight Capital Offshore Ltd. and Greenlight Capital Offshore Master, Ltd. We are affiliated with a group of entities (identified below) that provide investment advisory and other services to third parties.

DME Advisors, LP, DME Advisors, LLC, and DME Advisors II, LLC, which provide discretionary investment advisory and other services to a pooled investment vehicle that has an investment strategy that is substantially the same as the Greenlight Clients (“Solasglas”). The investors in Solasglas are certain subsidiaries of Greenlight Capital Re, Ltd. (“Greenlight Re”), a Cayman Island publicly-traded reinsurance company. Mr. Einhorn is Chairman of the Board of Greenlight Re and a significant investor; and

Greenlight Masters, L.L.C. and Greenlight Masters GP, L.L.C., which provide discretionary investment advisory and other services to privately-offered funds of funds (the “Masters Funds”), which have investments in certain Greenlight Funds.

DME Advisors, LP and Greenlight Masters, L.L.C. are separately registered with the SEC as investment advisers. No management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. No management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities or any other entity regulated by the CFTC.

From time to time, we may select one or more other investment advisers for our clients. We do not generally receive compensation, directly or indirectly, from those other investment advisers. Potential Conflicts of Interest As discussed in Item 11 below, subject to the provisions of our code of ethics, including pre-clearance requirements for purchases and sales of certain investments, supervised persons may engage in investment trading activities for their own accounts. In addition to managing the DMEM Clients, we and our affiliates may engage in investment and trading activities for our own accounts and/or for the accounts of third parties. We and our affiliates are not obligated to devote any specific amount of time to the affairs of the DMEM Clients. Our affiliates manage and expect to continue to manage other client accounts, some of which have objectives similar to those of the Greenlight Clients, including other collective investment vehicles that may be managed by us or our affiliates and in which we or any of our affiliates may have an equity interest. In managing other clients or our own accounts, we, our supervised persons and our affiliates may take positions that are opposite, or ahead of, positions taken by the DMEM Clients. Investors in a DMEM Client will not be entitled to inspect any of our, our supervised persons, our affiliates’ or any DMEM Client’s trading records. When we and our affiliates determine that it would be appropriate for a DMEM Client and one or more other investment accounts to participate in an investment opportunity, we will seek to execute orders for all of the participating investment accounts on an equitable basis. If we have determined to invest at the same time for more than one of the investment accounts, we and our affiliates will in most instances place combined orders for all such accounts simultaneously and if all such orders are not filled at the same price, we will generally average the prices paid. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, we and our affiliates will allocate the trade among the different accounts on a basis that it considers equitable. Situations may occur where a DMEM Client could be disadvantaged because of the investment activities conducted by affiliates or us for other investment accounts. Solasglas has an investment strategy that is similar to the Greenlight Clients’ investment strategies. In addition, we and our affiliates may launch other funds or provide services to other accounts that compete with the DMEM Clients or have a similar investment strategy. We refer to such funds and accounts, collectively with the DMEM Clients and Solasglas, as the “Greenlight Entities.” The other Greenlight Entities may invest in parallel with the DMEM Clients. The Greenlight Entities generally make investments alongside each other on a pro rata basis in accordance with each Greenlight Entity’s assets under management at the time of the investment, unless (1) in the judgment of us and our affiliates, tax, regulatory, legal, accounting or other considerations make such investments inappropriate or impractical or require an alternate investment structure, or (2) we and our affiliates determine to allocate trades on a nonpro rata basis in order to rebalance the Greenlight Entities’ portfolios. As it may prove impossible to manage the Greenlight Entities on a parallel basis at all times, there may be material performance disparities among the Greenlight Entities and among the Greenlight Clients

themselves. We and our affiliates also provide investment management and administrative services to the Greenlight Entities. We and our affiliates have adopted a rebalancing policy and a trade allocation policy. The rebalancing policy permits us and our affiliates to transfer investments among some or all of the Greenlight Entities under certain circumstances. We and our affiliates may rebalance, at our discretion, the portfolios of the Greenlight Entities on a monthly basis to the extent the Greenlight Entities have accepted new material contributions, experienced net withdrawals or experienced other capital changes. We and our affiliates will engage in rebalancing transactions through private transactions among the Greenlight Entities at current market prices. The goal of the rebalancing transactions is for each Greenlight Entity, subject to legal, regulatory, tax, accounting and other considerations, to maintain the same pro rata ownership of each securities position (based on the available capital of each Greenlight Entity) after giving effect to the rebalancing transaction to the extent that such pro rata ownership is consistent with the investment objective and strategy of each Greenlight Entity. Our and our affiliates’ trade allocation policy seeks to allocate trades in a manner that treats each Greenlight Entity fairly. From time to time, we and our affiliates may allocate trades and securities on a non-pro rata basis in order to rebalance the Greenlight Entities’ portfolios and for other legal, regulatory, tax, accounting and other reasons. We and our affiliates, however, generally will not rebalance any security or position if (a) such security or position is not freely publicly tradable, unless we get the advance consent of the Chief Compliance Officer, (b) we or our affiliates or one or more of the Greenlight Entities are an affiliate of the issuer of such security, (c) any Greenlight Entity owns more than (i) 10% of the equity securities of such issuer for passive positions, or (ii) the then-current limit proscribed by the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, for non-passive positions in investment securities of such issuer, (d) any Greenlight Entity might be subject to disgorgement of “short-swing” profits pursuant to Section 16 of the Exchange Act or similar foreign regulations, with respect to such security, or (e) such rebalancing would constitute a principal transaction under Section 206(3) of the Advisers Act. In addition, we may elect not to rebalance any security or position for any other reason in our commercially reasonable discretion. In the event we rebalance a security that is not freely publicly tradable, the Chief Financial Officer maintains a record of how the valuation of the security was determined and the rationale for the rebalancing transaction. Our authority to use “soft dollar” credits generated by the DMEM Clients’ securities transactions to pay for expenses that might otherwise have been borne by us may give us an incentive to select brokers or dealers for transactions of the DMEM Clients, or to negotiate commission rates or other execution terms, in a manner that takes into account the soft dollar benefits received by us rather than giving exclusive consideration to the interests of the DMEM Clients. Please see Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss), Item 11 (Code of Ethics, Participation or Interest in Client Transactions and Personal Trading) and Item 12 (Brokerage Practices).

Code of Ethics and Personal Trading We have adopted a code of ethics pursuant to Advisers Act Rule 204A-1. Our code of ethics requires full compliance with all applicable laws and regulations governing the provision of investment management services to our clients. In addition, our code of ethics highlights the fiduciary duty that we owe to our clients, including the affirmative duty to act in the best interests of our clients and to make full and fair disclosure of material facts. We expect each supervised person to act with integrity, competence, dignity, and in an ethical manner when dealing with the public, the DMEM Clients, investors and prospective investors in the DMEM Clients, service providers and fellow supervised persons. We also expect supervised persons to adhere to the highest standards with respect to any potential conflict of interest with clients. Our code of ethics contains guidelines relating to personal trading by supervised persons (and certain of their immediate family members). In addition to being prohibited (with limited exceptions) from trading in certain types of investments, including, but not limited to, individual publicly-traded equity and corporate debt securities, our supervised persons are not permitted to purchase or sell certain other securities without the advance approval of the Chief Compliance Officer or the General Counsel. Supervised persons are permitted to make personal investments without the prior approval of the Chief Compliance Officer or the General Counsel in the following investments: (a) shares issued by open-end funds, (b) shares issued by certain unit investment trusts, (c) broad-based ETFs, (d) gold and precious metals, or ETFs thereof, (e) obligations of investment grade United States municipalities, (f) certain life insurance policies, (g) personal residences (excluding real estate investments made for the primary purpose of investment or rental), (h) direct obligations of the Government of the United States, (i) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (j) shares issued by money market funds (k) interests in a Greenlight Fund, a Masters Fund, or the general partners thereof and (l) digital assets the value of which are pegged to a government-issued currency. Our code of ethics also requires supervised persons to provide us with certain securities holdings and periodic transaction reports, as required by Advisers Act Rule 204A-1. Our code of ethics has specific provisions relating to identifying potential conflicts of interest. The provisions prohibit a supervised person from entering into any activity that could create a conflict of interest without prior written approval from the Chief Compliance Officer or the General Counsel. For example, they prohibit a supervised person from, among other activities, obtaining outside employment or serving as an officer or board member of a public or private entity without such approval. They also generally prohibit financial gain, or avoidance of financial loss, at the expense of a client without prior approval. We have also adopted provisions relating to exchanging business gifts or business entertainment with third parties. All violations of the code of ethics must be immediately reported to our Chief Compliance Officer, who is primarily responsible for administering our code of ethics, or the General Counsel. A violation of the code of ethics may result in the imposition of remedial

action, including censure, fine, restriction on activities, suspension or termination of employment. Clients may obtain, free of charge, a full copy of our code of ethics by contacting us at the following address: DME Capital Management, LP 140 East 45th Street, 24th Floor New York, New York 10017 Attention: Chief Compliance Officer Telephone: 212-973-1900 Facsimile: 212-973-9219 Email: info@greenlightcapital.com Participation in Client Transactions We and our related persons do not recommend to the DMEM Clients, or buy or sell for the DMEM Clients, securities in which we or our related persons have a material financial interest. However, from time to time, the DMEM Clients may engage in cross trades among each other and funds advised by affiliates and, given the ownership interest by affiliates and employees in one or more DMEM Clients and funds advised by affiliates, such transactions may be principal transactions for which prior consent is sought. Although our supervised persons may buy and sell securities for their own account or the account of others, they may not buy securities from or sell securities to the DMEM Clients. For a further discussion of these and related items, see Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss), Item 10 (Other Financial Industry Activities and Affiliations) and Item 12 (Brokerage Practices).

General The DMEM Clients have appointed several prime brokers. The prime brokers maintain on deposit the DMEM Clients’ cash, securities, and other investments in brokerage accounts. In addition, the DMEM Clients maintain custodial accounts to hold cash, securities, commodities and other investments. Purchases and sales of securities through brokers involve a commission to the broker. Purchases and sales of securities from dealers serving as market makers include the spread between the bid and the asked price. In placing securities transactions, we seek to obtain best execution, taking into account the circumstances of each specific transaction. In selecting a broker for each specific transaction, we will use our best judgment to choose the broker most capable of providing “best execution.” Brokers are selected on the basis of our evaluation of the overall value and quality of the services provided by such brokers. No one factor controls our decision. In seeking the best price and

execution quality, we consider not only the commission rate, spread or other compensation paid, but also the price at which the transaction is expected to be executed, bearing in mind that it may be in our clients’ best interest to pay a higher commission, spread or other compensation in order to receive better execution. Examples of some of the specific factors we generally consider when deciding which brokers to utilize when entering into security transactions include, but are not limited to:

the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any);

the operational efficiency with which transactions are effected, taking into account the size of the order and difficulty of execution;

the financial strength, integrity and stability of the broker;

the broker’s risk in positioning a block of securities;

the quality, comprehensiveness and frequency of available brokerage or research services considered to be of value;

the competitiveness of commission rates in comparison with other brokers satisfying our other selection criteria;

the ability of the broker to appropriately handle client transactions and its ability to maintain confidentiality;

a broker’s willingness to enter into difficult transactions, including transactions in which the broker’s capital is put at risk;

the broker’s expertise in effecting difficult trades in less liquid, smaller capitalized, and more closely held issues;

the speed of execution on competing markets;

access to underwritten offerings and secondary market trades;

the broker’s demonstrated ability to achieve the best net results on transactions in a particular sector or of a particular size; and

the broker’s ability to complete the transaction satisfactorily through to clearance, confirmation and delivery.

The application and importance of specific criteria will vary depending upon the nature of the transaction, the asset class, the market in which it is effected, and the extent to which it is possible to select from among multiple brokers or dealers capable of effecting the transaction. When we use direct market access, we assess whether the execution venues included in our order

execution policy provide for best execution. Where appropriate, we must also consider the regulatory environment in which the transaction is to be conducted. Subject to the foregoing, we are not prohibited from selecting a broker that has other business relationships with us, our affiliates, or the Greenlight Entities, such as, but not limited to, prime brokerage arrangements, access to research services, referrals to prospective investors, underwriting commitments, investments in the broker, or access to lending facilities, provided that the broker also provides best execution. We evaluate the execution arrangements of broker-dealers and other intermediaries through which we place trades. Further, we monitor our compliance with our internal policies on trading and the use of soft dollars on at least a semi-annual basis. Our periodic reviews may consider, among other things:

the execution and research quality of broker-dealers or other intermediaries;

the reasonableness of brokerage commissions and mark-ups and mark-downs in light of the brokerage and research services received;

the relative benefit to clients of research paid for by soft dollars and the allocation of the cost of any “mixed use” research products;

the nature of research products paid for by soft dollars and their qualification for protection under Section 28(e) of the Exchange Act;

the appropriateness of mitigating controls and disclosures with respect to conflicts of interest that potentially arise from trading and trade-related activities;

the adequacy and effectiveness of our procedures with respect to trading and trade-related activities; and

the details surrounding any trade errors, including the cause of such errors and the resolution.

In reviewing the selection or use of brokers, we consider any potential conflicts of interest, such as business dealings between the broker-dealer and us or our principals. Although we are authorized to allocate transactions to brokers who assist in the distribution of the Greenlight Funds’ interests, it is our policy not to do so. However, we are not prohibited from using the services of a broker-dealer that has made a referral of potential investors or with which we or our principals have other business dealings provided that the dealings are disclosed to the Chief Compliance Officer and the broker-dealer provides best execution. Subject to the foregoing, we may have an incentive to select or recommend a broker based on investor referrals, rather than just best execution. We do not recommend, request or require that a client direct us to execute transactions through a specified broker-dealer.

Soft Dollars The DMEM Clients are authorized to pay higher commissions to brokers than the minimum rates obtainable in the marketplace, or to pay higher prices for the purchase of securities from or accept lower prices for the sale of securities. The DMEM Clients will make these payments to brokerage firms that provide us with investment and research information (even though the research services may not be for the exclusive benefit of the DMEM Clients) if we determine such commissions or prices are reasonable in relation to the overall services provided. Research services furnished by brokers may include, among other services, written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing or appraisal services; discussions with research personnel; and invitations to attend conferences or meetings with management or industry consultants or other information or services. We are not required to weigh these factors equally. Information so received is in addition to and not in lieu of services required to be performed by us, and our fee is not reduced as a consequence of the receipt of any supplemental research information. Research services provided by broker-dealers used by the DMEM Clients may be utilized by us and our affiliates in connection with providing investment services for clients other than the DMEM Clients. Also, research services provided by broker-dealers used for other clients may be utilized by us in performing services for the DMEM Clients. We have the option to use soft dollars generated by the DMEM Clients to pay for the research-related services described above or to have these services paid directly by the DMEM Clients. The term “soft dollars” refers to the receipt by an investment manager of products and services provided by brokers, without any cash payment by the investment manager, based on the volume of revenues generated from brokerage commissions for transactions executed for clients of the investment manager. The products and services available from brokers include both internally generated items (such as research reports prepared by employees of the broker) as well as items acquired by the broker from third parties (such as quotation equipment). Section 28(e) of the Exchange Act provides a “safe harbor” to investment managers who use soft dollars generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to such managers in the performance of investment decision-making responsibilities. The agreements we have with the DMEM Clients permit us to use soft dollars for expenses that do not fall within the safe harbor of Section 28(e) of the Exchange Act. However, we will not use soft dollar credits generated by the DMEM Clients to pay for any goods or services outside of this safe harbor. Section 28(e) of the Exchange Act allows us to use soft dollar credits generated by the securities transactions conducted on behalf of the DMEM Clients and the Greenlight Entities to pay for expenses that we might otherwise have to pay ourselves. As a result, we will not have to pay these expenses directly. This may give us an incentive to select brokers or dealers for transactions of the DMEM Clients, or to negotiate commission rates or other execution terms, in a manner that takes into account the soft dollar benefits received by us rather than giving exclusive consideration to the interests of the DMEM Clients. However, we only use soft dollars to pay for expenses that would otherwise be borne by the DMEM Clients and the Greenlight Entities.

Any use of soft dollars requires approval of the Chief Compliance Officer. We generally seek to allocate soft dollar benefits pro rata among the DMEM Clients and the Greenlight Entities. Aggregation of Transactions We generally aggregate trades of our clients and the clients of affiliates when consistent with the clients’ investment objectives and restrictions. If an aggregated order is not completely filled, shares purchased or sold will generally be allocated pro rata based on assets under management by clients participating in the aggregated transaction. Our trade allocation policy seeks to allocate trades in a manner that treats all clients fairly. From time to time, we may allocate trades and securities on a non-pro rata basis in order to rebalance the DMEM Clients’ and the Greenlight Entities’ portfolios and for other legal, regulatory, tax, accounting and other reasons. For a further discussion of these and related items, see Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss), Item 10 (Other Financial Industry Activities and Affiliations) and Item 11 (Code of Ethics, Participation or Interest in Client Transactions and Personal Trading).

For a discussion of these and related items, see Item 10 (Other Financial Industry Activities and Affiliations) and Item 12 (Brokerage Practices).

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

Generally, the DMEM Clients are reviewed on a regular basis by our investment professionals, the Chief Financial Officer, the Chief Operating Officer, and the Chief Compliance Officer. These reviews are designed to monitor and analyze transactions, positions and investment levels. Investors in the Greenlight Funds are furnished with annual reports containing financial statements examined by the Greenlight Funds’ independent auditors within 90 days after the end of each taxable year. Investors are also furnished with monthly reports describing the Greenlight Funds’ performance for such month, a quarterly investor letter and monthly attribution information.

We and our affiliates have custody of the assets of the Greenlight Funds and the SPVs. We do not use a qualified custodian to send quarterly account statements directly to their investors. The Greenlight Funds and the SPVs will distribute their annual audited financial statements to their investors within 90 days of their fiscal year-end. We urge investors to carefully review the audited financial statements of the Greenlight Funds and the SPVs in which they are invested.

We and our affiliates have discretionary authority with respect to the investment decisions on behalf of the DMEM Client pursuant to the investment advisory agreements with the DMEM Clients, or otherwise through the formation documents, as applicable. Investment decisions for the DMEM Clients are made in accordance with the DMEM Clients’ investment objectives and guidelines. For a further discussion of these and related items, see Item 4 (Advisory Business) and Item 10 (Other Financial Industry Activities and Affiliations).

We have been delegated the authority and right to vote proxies received by the DMEM Clients. We and our affiliates have adopted a proxy voting policy to ensure that we vote proxies to further the best interests of each client. We determine how to vote after studying the proxy materials and any other materials that may be necessary or beneficial to voting. We vote in a manner that we believe reasonably furthers the best interests of the DMEM Clients and is consistent with our investment philosophy. The major proxy-related issues generally fall within five categories: corporate governance, takeover defenses, compensation plans, capital structure and social responsibility. We will cast votes for these matters on a case-by-case basis. We will generally vote in favor of matters that follow an agreeable corporate strategic direction, support an ownership structure that enhances shareholder value without diluting management’s accountability to shareholders and/or present compensation plans that are commensurate with enhanced manager performance and market practices. If a proxy vote creates a material conflict between our interests and the interests of the DMEM Clients, we will resolve the conflict before voting the proxies. In the event that the conflict cannot be reasonably resolved prior to voting, we will either disclose the conflict to the DMEM Clients or take other steps designed to ensure that a decision to vote the proxy was based on our determination of the DMEM Clients best interest and was not the product of the conflict. The DMEM Clients cannot generally direct how we vote in a particular situation. Clients may obtain, free of charge, a full copy of our proxy voting policies and procedures and/or a record of proxy votes by contacting us at the following address: DME Capital Management, LP 140 East 45th Street, 24th Floor New York, New York 10017 Attention: Chief Compliance Officer Telephone: 212-973-1900 Facsimile: 212-973-9219 Email: info@greenlightcapital.com

We do not require or solicit prepayment of fees six months or more in advance. We are not aware of any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. years.

We have not been the subject of a bankruptcy petition at any time during the past ten