Egerton Capital (UK) LLP

Egerton Capital is an investment adviser with its principal place of business in London, UK. Egerton Capital (UK) LLP was incorporated on 18 February 2013 and Egerton Capital Limited, the corporate managing member of Egerton Capital, was founded on 16 March 1994. Egerton Capital Limited is the principal owner of Egerton Capital and John Armitage and William Bollinger are the principal owners of Egerton Capital Limited. Mr. Bollinger no longer has any practical involvement in the business of the Egerton Capital group. It is possible that Mr. Bollinger’s business interests outside the Egerton Capital group, such as with other investment advisers, could create a conflict of interest. The external interests of Mr. Bollinger and all partners, directors and staff are monitored by Egerton Capital’s compliance team. Egerton Capital provides advisory services on a fully discretionary basis to its clients, which include pooled investment vehicles intended for institutional investors and other sophisticated investors. Egerton Capital’s objective is to manage funds to provide investors with capital appreciation by investing predominantly in equity securities globally. Egerton Capital offers two strategies, an equity long/short strategy and an equity long-only strategy, each within the constraints of relevant investment advisory/management agreements. Egerton Capital does not tailor advisory services to the individual needs of clients. Clients generally may not impose restrictions on investing in certain securities or certain types of securities, but to a limited extent Egerton Capital (UK) LLP may agree not to allocate profits and losses attributable to certain stocks to particular share classes or limited partnership interests of pooled investment vehicles. As of 31 March 2026, Egerton Capital managed approximately $18.2 billion of total client net assets on a discretionary basis.

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Asset-Based Compensation Egerton Capital charges each client an investment management fee (as an annual % of assets) based on the value of the client’s assets under management, ranging from 0.65% to 1.5% depending on the client account, share class and/or series. Egerton Capital may waive fees with respect to its personnel and their related persons. For all clients: Investment management fees are charged each month or each week, depending on the frequency of dealing, in arrears based on the total market value of the assets in the client account (prior to the accrual of that period’s investment management fee and any performance/incentive fee, and including net unrealised appreciation or depreciation of investments and cash, cash equivalents and accrued interest) on the last day of the period. If a new client account is established during a period or a client makes an addition to its account during a period, the investment management fee will be pro-rated accordingly. If a client’s investment management agreement is terminated or a withdrawal is made from a client account during a period, the investment management fee payable to Egerton Capital will be calculated based on the value of the assets on the termination date or withdrawal date and pro-rated for the period during the period in which the investment management arrangement was in effect or such amount was in the account. Performance-Based Compensation Egerton Capital may also be paid a performance-based fee or allocation, which is compensation that is based on a share of capital gains on or capital appreciation of the assets of a client (such as a client that is a hedge fund or other pooled investment vehicle). This compensation may be paid to Egerton Capital or to a related person of Egerton Capital and ranges from 5%–20% and may, in certain instances, be subject to a hurdle. These fees are not negotiable. Investment management fees are deducted from client accounts and paid to Egerton on a monthly basis following liaison with the client or the client’s administrator. For all funds, accrued performance fees and allocations are payable or able to be allocated to Egerton Capital at the end of their respective financial year, with the exception of accrued performance fees and allocations become payable or able to be allocated if an investor redeems/withdraws prior to such year end. In addition to paying investment management fees and, if applicable, performance-based compensation, client accounts will also be subject to other investment expenses such as administration charges, custodial charges, brokerage fees and other transaction costs, commissions and related costs, interest expenses, taxes, duties and other governmental charges, transfer and registration fees or similar expenses, costs associated with foreign exchange transactions, other portfolio expenses, and costs, expenses and fees (including, depositary fees) associated with products or services that may be necessary or incidental to such investments or accounts. Client assets may be invested in money market mutual funds, ETFs or other private funds or registered investment companies. In these cases, the client will bear its pro rata share of the investment management fee and other fees of the fund, which are in addition to the investment management fee paid to Egerton Capital. For client accounts that are funds forming part of masterfeeder structures, feeder funds bear a pro rata share of the expenses associated with the related master fund. In addition, clients will incur brokerage and other transaction costs. Please refer to Item 12 for a discussion of Egerton Capital’s brokerage practices.

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The allocation of expenses by Egerton Capital between it and any client account and among client accounts represents a conflict of interest for Egerton Capital. To address this conflict, Egerton Capital has adopted and implemented policies and procedures for the allocation of expenses. If the relevant expense is predominantly for the benefit of Egerton Capital, Egerton Capital allocates the expense to itself, whereas if it is predominantly for the benefit of one of more client accounts Egerton Capital allocates the expense to the relevant client account(s). When allocating expenses between more than one client account, Egerton Capital follows a relative value approach pursuant to which Egerton Capital allocates expenses of equal value equally between the relevant client accounts and allocates expenses of unequal value based on the perceived relative value to each client account. For client accounts which are funds forming part of master-feeder structures, expenses are allocated to the relevant master fund (and thereby incurred indirectly by each feeder fund, pro rata) unless the expense is not of equal value to all feeder funds, in which case it is allocated directly to the feeder funds based on the relative value to each feeder.

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Methods of Analysis Egerton Capital uses a fundamental, research-intensive stock picking approach to investing. The approach to stock selection is ‘bottom-up’. Companies are analysed using a variety of methods and strategies to make investment decisions. The methods of analysis include fundamental research, based upon company visits, calls or meetings, macro-economic or industry changes, independent research, and the use of brokers and consultants. Egerton Capital recognises that the world faces growing environmental, social, and governancerelated risks. As Egerton Capital has a fundamental, research-intensive stock-picking approach to investing, its research process naturally leads it to seek to identify well-governed companies with sustainable, long-term business models and certain environmental, social and governance (“ESG”) factors therefore form an important part of its stock selection process in respect of long and short positions. However, ESG factors will not necessarily be the determining factor for an investment. Egerton Capital may permit a client account to hold investments that have negative ESG factors. Investment Strategies Egerton Capital employs the following investment strategies where appropriate given the investment guidelines of a particular client account: Equities. Egerton Capital’s equity strategy focuses on the selection of equities, with a focus on highly liquid securities. The majority of the portfolio is invested in large cap equities. Egerton Capital manages client accounts that are global. Short Selling. Egerton Capital engages in short selling strategies. In a short sale transaction, Egerton Capital sells a security which the relevant client does not own in anticipation that the market price of that security will decline. For certain clients, short sales may be carried out synthetically using total return swaps. Egerton Capital makes short sales on behalf of its clients (i) as a form of hedging to offset potential declines in long positions in similar securities, and (ii) for profit. Swap, Option and other Derivative Trading. Egerton Capital engages in various swap, option and other derivative trading investment strategies. Options are investments whose ultimate value is determined from the value of the underlying investment. Egerton Capital engages in the following types of option trading strategies: buy call, sell call, buy put, sell put on equities, indices and/or currencies. Swaps are used to gain equity exposure when Egerton Capital deems it appropriate. Fixed-Income and Debt Securities. Egerton Capital may invest on behalf of its clients in fixed-income and debt securities where permitted by the fund documentation. Foreign Exchange. Egerton Capital may invest on behalf of its clients in foreign exchange for investment purposes. Hedging. Egerton Capital utilises a variety of financial instruments such as forward foreign exchange contracts, derivatives and options for risk management purposes. Leverage. Egerton Capital's investment program may employ leverage by borrowing funds, securities and/or other securities financing transactions (such as margin financing) from brokerage firms, banks and other financial institutions and/or through the use of derivatives (including total return swaps) and other non-fully funded instruments.

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Risk of Loss The above methods, strategies and investments involve risk of loss to clients and clients must be prepared to bear the loss of their entire investment. Material risks relating to the methods, strategies and investments mentioned above include the following: Alternative Data. Egerton Capital uses “alternative data” in its investment process. Alternative data generally refers to data from non-traditional sources (i.e., data from sources other than traditional financial statements, company filings and press releases). Alternative data encompasses a wide range of information and may include, for example, information collected from smartphone applications, social media and other internet activity, product reviews, price tracking, satellite imagery, geolocation data, financial transactions and consumer surveys. There can be no assurance that Egerton Capital will be successful in using alternative data in its investment process. The use of alternative data involves substantial uncertainty and various risks, including the risks that Egerton Capital may misinterpret the data or rely on data that is inaccurate, incomplete or otherwise flawed. Obtaining and using alternative data may entail significant expense, including expenses that are partially or wholly borne by clients. Furthermore, there has been increased regulatory scrutiny of the collection, distribution and use of alternative data. Egerton Capital’s use of alternative data could create liability for Egerton Capital and/or its clients. To the extent any regulatory or other actions are asserted with respect to the use of alternative data, Egerton Capital and its clients could suffer reputational, financial or other harm. In addition, future limitations on the use of alternative data may adversely affect Egerton Capital’s ability to carry out its investment process and therefore negatively impact the performance of client accounts. Borrowing and leverage. Egerton Capital may employ leverage by borrowing and the use of derivatives and other non-fully funded instruments for the purpose of making investments. The use of borrowing creates special risks and may significantly increase the client’s investment risk. Borrowing creates an opportunity for greater total return but, at the same time, will increase the client’s exposure to capital risk and interest costs. Any investment income and gains earned on investments made through the use of borrowings that are in excess of the interest costs associated therewith may cause the value of an investment to increase more rapidly than would otherwise be the case. Conversely, where the associated interest costs are greater than such income and gains, the value of the investment may decrease more rapidly than would otherwise be the case. Business risk. There can be no assurance that the client will achieve its investment objectives. The investment results of the client are reliant upon the success of Egerton Capital. There can be no assurance that the performance of an account will be similar to the previous results of any other fund or account to which Egerton Capital acts as investment manager. Client accounts compete with other hedge funds and market participants (such as public or private investment funds and the proprietary desks of investment banks) for investment opportunities. The number of such hedge funds and market participants and the scale of the assets managed by such entities may increase. Such competitors may be substantially larger and have considerably greater financial, technical and marketing resources than are available to client accounts or they may also have a lower cost of capital and access to funding sources that are not available to client accounts, which may create competitive disadvantages with respect to investment opportunities. The net effect of these developments may be to reduce the opportunities available for Egerton Capital to generate returns and/or to reduce the quantum of these returns. Historic opportunities for some or all hedge fund strategies may be eroded over time whilst structural and/or cyclical factors may reduce investment opportunities for Egerton Capital thereby temporarily or permanently reducing the potential returns of client accounts. Concentration of investments. While it is Egerton Capital’s policy to maintain diversified client portfolios, the overall approach remains one in which concentration of investments remains a significant risk factor. Concentration and diversification of investments will vary over time. Counterparty risk. Egerton Capital may enter into transactions with counterparties which become unable or unwilling to fulfil their contractual obligations. There can be no assurance that any such counterparty will not default on its obligations to the client account. In the event of a counterparty default, the client could experience significant losses.

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Where a client account delivers collateral to its trading counterparties under the terms of its trading master agreements with such parties, such counterparties may be over collateralised and the client will, therefore be exposed to the creditworthiness of such counterparties to the extent of the over collateralisation. In addition, the client may from time to time have uncollateralised exposure to its trading counterparties in relation to its rights to receive securities and cash under contracts governing its trading positions. In the event of the insolvency of a trading counterparty, the client will rank as an unsecured creditor in relation to amounts equivalent both to any uncollateralised exposure to such trading counterparties and any such over collateralisation, and in such circumstances it is likely that the client will not be able to recover any debt in full, or at all. A client’s contractual arrangements with its trading counterparties typically contain termination provisions and/or additional collateralisation requirements in the event of, among other things, a significant decline in the value of the account, calculated with reference to both relative periodic testing and to an absolute monetary floor. Termination of any such contractual arrangements and/or the requirement to provide additional collateral could seriously impair the ability of the account to carry on its business. In addition, a client account may use counterparties located in various jurisdictions around the world. Such counterparties are subject to various laws and regulations in various jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to the client’s assets may be subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions that could be involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalise about the effect of their insolvency on the client account and its assets. Investors should assume that the insolvency of any counterparty would result in a loss to the client, which could be material. Currency exposure. Certain amounts of a client account’s assets will be invested in equities and other investments which are denominated in currencies other than the account’s base currency. Accordingly, the value of such assets may be affected favorably or unfavorably by fluctuations in currency rates. Whilst Egerton Capital may enter into currency transactions in order to seek to hedge the account’s exposure to non-base currency denominated investments, it is not required to do so and there can be no assurance that any such hedging transactions, if undertaken, will be effective. In addition, Egerton Capital may use currency hedging techniques (at its discretion) with the aim of hedging, so far as is reasonably practicable, the impact of foreign exchange rate fluctuations on the value of client accounts. There can be no assurance that any such currency hedging will be effective. In addition, prospective investors whose assets and liabilities are predominantly in currencies other than the base currency of the client account should take into account the potential risk of loss arising from fluctuations in value between the base currency and such other currencies. In addition, Egerton Capital may (at its discretion) cause a client account to enter into hedging techniques for the benefit of a class of shares with the aim of hedging, so far as is reasonably practicable, the impact of fluctuations between the base currency and the currency of denomination of such class of shares in the client account, on the net asset value of such shares. The costs and benefits of such hedging will be allocated to the relevant class of shares in the relevant client account save where not possible due to cross class liabilities. There can be no assurance that any such hedging transactions, if undertaken, will be effective. Cybersecurity Risk. Client accounts which are funds, and/or one or more of their respective service providers, including Egerton Capital, may be prone to operational, information security and related risks resulting from failures of or breaches in cybersecurity. A failure of or breach in cybersecurity (“cyber incidents”) refers to both intentional and unintentional events that may cause the relevant party to lose proprietary information, suffer data corruption, or lose operational capacity. In general, cyber incidents can result from deliberate attacks (“cyber attacks”) or unintentional events. Cyber attacks include, but are not limited to, gaining unauthorised access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorised access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). The issuers of securities and/or counterparties to other financial instruments in which the client account may invest may also be prone to cyber incidents. Page 10 of 30

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Egerton Capital’s clients consist of private funds and management companies. With respect to any client that is a pooled investment vehicle, any initial and additional subscription minimums are disclosed in the offering memorandum for the pooled investment vehicle.

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Egerton Capital and its investment personnel provide investment management services to multiple portfolios for multiple clients. Egerton Capital (or a related person of Egerton Capital) is entitled to be paid and/or allocated performance-based compensation by its private pooled investment vehicle clients. In addition, Egerton Capital’s investment personnel are typically compensated on a basis that includes a performance-based component. Egerton Capital and its investment personnel, including investment personnel that share in performance-based compensation, manage client accounts that are charged an asset-based fee only (which is not performance based) as well as client accounts which are charged an asset-based fee and a performance-based fee. In addition, certain client accounts may have higher asset-based fees or more favourable performance-based compensation arrangements than other accounts. When Egerton Capital and its investment personnel manage more than one client account a potential exists for one client account to be favoured over another client account. Egerton Capital and its investment personnel have a greater incentive to favour client accounts that pay Egerton Capital (and indirectly the individual portfolio manager) performance-based compensation or higher fees. Egerton Capital manages multiple client accounts, including accounts with different fee arrangements. The management of multiple client accounts creates a conflict of interest because Egerton Capital may have an incentive to favour one client over another. Accordingly, Egerton Capital has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple client accounts and the allocation of investment opportunities. For each order given to the market, the intended allocation of the trade, which is based upon Egerton Capital’s allocation policy, is documented. If the allocation of the trade executed differs from the intended allocation, full records will be maintained. All equity long/short funds are generally managed pari passu subject to any structural or regulatory constraints, with the exception of Egerton Capital Investment Fund (QIS) (“ECIF (QIS)”) which from time to time employs currency options and forwards and whose short exposure, if any, will not necessarily match the aggregate short exposure of other equity long-short funds managed by Egerton Capital. All equity long-only funds are generally managed pari passu subject to any structural or regulatory constraints. Please refer to Item 12 for a more detailed description of Egerton Capital’s allocation policy. In particular, Egerton Capital reviews investment decisions for the purpose of ensuring that all accounts with substantially similar investment objectives are treated equitably. The performance of similarly managed accounts is also regularly compared to determine whether there are any unexplained significant discrepancies. Allocations will generally be made across client accounts eligible to participate in a limited offering or initial public offerings (“IPOs”) and secondary offerings on a pro rata basis taking into account differing exposure levels of the equity long/short strategy and the equity long-only strategy, except when Egerton Capital determines in its discretion that a pro rata allocation is not appropriate, which will include determining those client accounts eligible to hold such securities, based upon the client’s investment guidelines and a client’s eligibility, based on the legal status of the clients and the known terms of the offering.

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Egerton Capital (US), LP is a related person of Egerton Capital. It is a US Limited Partnership registered with the SEC as a Registered Investment Adviser. Egerton Capital (US), LP acts as the sub-investment manager to Egerton Capital and provides subinvestment management services on a fully discretionary basis in relation to Egerton Capital’s clients.

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Egerton Capital has adopted a Code of Ethics (the “Code”) that obligates Egerton Capital to put the interests of Egerton Capital’s clients before its own interests and to act honestly and fairly in all respects in their dealings with clients. All of Egerton Capital’s personnel are also required to comply with applicable U.S. federal securities laws. Clients or prospective clients may obtain a copy of the Code by contacting Philip Niel, Chief Compliance Officer by email at p.niel@egercap.co.uk, or by telephone at +44 (0)20 7410 9090. See below for further provisions of the Code as they relate to the pre-clearing and reporting of securities transactions by personnel of Egerton Capital and their related persons. Egerton Capital and its staff may give and/or receive gifts, services or other items to/from any person or entity that does business with or potentially could conduct business with or on behalf of Egerton Capital. Egerton Capital has adopted policies and procedures governing gifts and business entertainment, which includes monthly disclosure of gifts and business entertainment in excess of certain de minimis thresholds and pre-clearance by the Chief Compliance Officer or his delegate prior to giving/receiving gifts above a certain de minimis threshold. Egerton Capital, in the course of its investment management and other activities, may come into possession of confidential or material non-public information about issuers, including issuers in which Egerton Capital has invested or seeks to invest on behalf of clients. Egerton Capital is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a client. Egerton Capital maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to ensure that Egerton Capital is meeting its obligations to clients and remains in compliance with applicable laws. In certain circumstances, Egerton Capital may possess certain confidential or material, non-public information that, if disclosed, might be material to a decision to buy, sell or hold a security, but Egerton Capital will be prohibited from communicating such information to the client or using such information for the client’s benefit. In such circumstances, Egerton Capital will have no responsibility or liability to the client for not disclosing such information to the client (or the fact that Egerton Capital possesses such information), or not using such information for the client’s benefit, as a result of following Egerton Capital’s policies and procedures designed to provide reasonable assurances that it is complying with applicable laws. Egerton Capital’s partners, officers and/or employees and affiliates and their related persons may invest in the same securities (or related securities, e.g. warrants, options or futures) that Egerton Capital recommends for its clients. Such practices present a conflict where, because of the information Egerton Capital has, an employee or a related person is in a position to trade in a manner that could adversely affect clients (e.g. place their own trades before or after client trades are executed in order to benefit from any price movements due to the clients’ trades). In addition to affecting Egerton Capital’s objectivity, these practices by Egerton Capital may also harm clients by adversely affecting the price at which the clients’ trades are executed. Egerton Capital has adopted the following procedures in an effort to minimise such conflicts. Generally, personnel of Egerton Capital may not transact personal trades in listed equities, derivatives of listed equities or listed corporate bonds. Employees including the Chief Investment Officer may be permitted to sell existing holdings of listed equities for their personal accounts and those of related persons. For any transaction which is permitted, including those of spouses and children, Egerton Capital requires all personnel and related persons to obtain prior approval from the Chief Compliance Officer or his designate prior to executing any such personal transaction. Permission will be denied if such transaction may have any adverse economic impact on one of Egerton Capital’s clients. In addition, Egerton Capital’s procedures are designed to prohibit any person from executing personal securities transactions of any kind in any securities on a restricted securities list maintained by the compliance department. All of Egerton Capital’s personnel and related persons are required to disclose their securities transactions in reportable securities on at least a quarterly basis and holdings of reportable securities on an annual basis. Trading in these accounts is reviewed by the compliance department against the restricted securities list. The majority of the collective personal investment of Egerton Capital’s partners, officers and/or employees and affiliates and their related persons in private funds managed by Egerton Capital is Page 19 of 30

invested in ECIF (QIS). This could present a conflict and an incentive to give ECIF (QIS) preferential treatment. Under the rules of the Alternative Investment Fund Managers Directive, Egerton Capital has certain responsibilities in relation to the proper valuation of the assets of certain client accounts, the calculation of the value of private fund shares or limited partnership interests, and the publication of the same. There is a potential conflict of interest between any involvement of Egerton Capital in this valuation and calculation process and Egerton Capital’s entitlement to receive remuneration dependent on the management fee and performance fee (if applicable) received by Egerton Capital from the account, each of which is based on the value of the shares or the limited partnership interests as the investment management fee and the performance fee will increase as the account value and, therefore, value per share or limited partnership interest, increases. From time to time, Egerton Capital’s personnel may speak at conferences and programs for potential investors interested in investing in hedge funds which are sponsored by prime brokers and custodians appointed by private funds. These conferences and programs may be a means by which Egerton Capital can be introduced to potential investors in the private fund. Currently, neither Egerton Capital, nor any private funds under management intend to compensate their prime brokers or custodians for organising such "capital introduction" events or for any investments ultimately made by prospective investors attending such events (although they may do so in the future). While such events and other services provided by a prime broker may influence Egerton Capital in deciding whether to recommend the use of such prime broker to a client in connection with brokerage, financing and other activities of the private fund, Egerton Capital will not commit to allocate a particular amount of brokerage to a broker-dealer in any such situation.

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Egerton Capital executes all orders under a policy of best execution. Except where there is no choice of execution venue, Egerton Capital shall take reasonable steps to obtain the best possible result when executing orders on behalf of the clients in every transaction and recognises that price is not the only factor for assessing best execution. Egerton Capital considers a number of factors in selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation, which may include: (i) competitiveness of commission rates or spreads, (ii) an analysis of the broker’s execution algorithms, (iii) promptness of execution, (iv) clearance and settlement capabilities, (v) product coverage, (vi) technology, (vii) quality of service, (viii) breadth of market access, (ix) reputation, (x) financial stability and (xi) creditworthiness. Egerton Capital will negotiate commission rates based on the level of service required, the type of order flow involved and the prevailing market conditions. As a result, the client account may pay in excess of the lowest commission rates available for execution services. Egerton Capital has established a research payment account from which it may pay for research (as defined in the rules of the UK Financial Conduct Authority (“FCA”)) (“Research”) that it receives from third parties in connection with their provision of services to their clients (the “RPA”). The RPA will be funded by research charges (“Research Charges”) paid by the clients of Egerton Capital, with the amount to be paid by each client determined by the Egerton Capital group in accordance with its research payment account policy and applicable FCA Rules as summarised below. A portion of the Research Charge shall become due and payable on the last business day of the second full week of each calendar month, on the last business day of each calendar month and on such other dates as Egerton Capital shall determine. Each client account has authorised Egerton Capital to instruct any of the relevant client account’s prime brokers or depositary (as appropriate) to pay the Research Charge (or portion thereof) to the RPA, or to such other account as it may from time to time determine. Egerton Capital has determined that the purchase and use of Research (as described above) benefits its clients by enhancing the quality of the investment decisions which it is able to take on their behalf. The Research purchased through the RPA is expected to be of a type that would be permitted under Section 28(e) of the United States Securities Exchange Act of 1934, as amended. Nevertheless, the arrangements through which Egerton Capital receives Research will not necessarily satisfy the requirements of Section 28(e). Egerton Capital sets a single budget in respect of all of its clients (the “Research Budget”) for the purchase of Research during each calendar year (an “RPA Period”), on the basis that its clients share sufficiently similar investment objectives and research needs. In order to allocate research costs fairly across its clients, Egerton Capital intends to allocate the Research Budget to each of their clients by reference to the number of positions in their portfolio and their net asset value at the end of each calendar quarter. The payment arrangements described above may be changed at any time without notice to the client accounts. The use of client commissions (or markups or markdowns) to obtain brokerage services raises conflicts of interest. For example, Egerton Capital will not have to pay for the services itself. This creates an incentive for Egerton Capital to select a broker-dealer based on its interest in receiving those services. To address these conflicts of interest, Egerton Capital will execute client trades through broker-dealers that provide brokerage services to Egerton Capital only if it is determined by the Chief Compliance Officer of Egerton Capital and the execution traders of Egerton Capital that client trades with such broker-dealers are consistent with seeking best execution.

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From time to time Egerton Capital may participate in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to a private fund managed by Egerton Capital or recommend these private funds as an investment to clients. Egerton Capital may place client portfolio transactions with firms who have made such recommendations or provided capital introduction opportunities, if Egerton Capital determines that it is otherwise consistent with seeking best execution. In no event will Egerton Capital select a broker-dealer as a means of remuneration for recommending Egerton Capital or any other product managed by Egerton Capital (or an affiliate) or affording Egerton Capital with the opportunity to participate in capital introduction programs. Where possible, it is expected that it will be Egerton Capital's normal practice to buy or sell the same security for all clients for whom it is applicable at the same time and using the same executing broker, thereby aggregating client orders. Such aggregation may enable Egerton Capital to obtain for clients a more favourable price or a better commission rate based upon the volume of a particular transaction. However, the fact that client orders are aggregated may on some occasions work to their disadvantage. Egerton Capital expects to purchase or sell the same security for many clients contemporaneously and using the same executing broker. Egerton Capital has adopted an allocation policy and procedures to ensure that trades are allocated fairly across clients. Allocation percentages for a new position will generally be based upon equity across all funds after being converted to a common currency, taking into account differing exposure levels of the equity long/short strategy and the equity long-only strategy. Where the total order is completed in full, any trade for a security already held should generally be allocated such that the positions are rebalanced to achieve similar percentage of equity weightings across all funds with the same investment strategy. In certain circumstances, increases or decreases to existing positions may be allocated by adjusting the position weightings for each client by the same amount. If more than one broker has been used, the allocation for each individual trade will generally be pro rata to the allocation of the total order. If an aggregated order is only partially filled, Egerton Capital’s procedures provide that in general the allocation of the transaction executed will also be pro rata in proportion to the allocation of the transaction had the full order been completed in the same day. Exceptions to the general allocation policy exist, for reasons such as restrictions imposed by the investment management/advisory agreements, regulatory or eligibility restrictions or concerns, to rebalance the overall exposures or leverage positions, or illiquid positions or small transactions being allocated to one or more accounts selectively to minimise the impact of ticket charges and administrative costs for all funds. Trades may only be allocated to the equity long short funds or the equity long only funds, including or excluding ECIF (QIS), to reflect different investment strategies. Other adjustments or changes may be made under certain circumstances, including the allocation of trades to ECIF (QIS) alone, with the approval of the compliance department. In no case will allocations be based upon fund performance or the amount of management fee, performance fee or incentive allocation charged.

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Due to the number of factors that Egerton Capital takes into consideration when selecting a brokerdealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation, client accounts may pay in excess of the lowest commission rates available for execution services. Please see Item 12 for further information on Egerton Capital’s procedures for addressing conflicts of interest that arise from such practices.

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On 18 October 2018 Egerton Capital was notified that it received a small fine of SEK 15,000 (approximately $1,656) from the Finansinspektionen, the Swedish regulatory authority, for a late disclosure of a short selling position in Betsson AB held in June 2017. Prior to this, Egerton Capital received a letter from the Swedish regulatory authority on 4 October 2017 regarding the late disclosure, to which Egerton Capital responded on 9 October 2017 explaining its actions. Egerton Capital then did not hear from the Swedish regulatory authority for a year, until its decision was issued publicly on 18 October 2018. Egerton Capital makes hundreds of short selling disclosures each year pursuant to the EU Short Selling Regulation (and, post Brexit, the equivalent UK regime) and had an unblemished record regarding such disclosures until this incident. In this instance, Egerton Capital accepts that it made the disclosure late (by two days), but considers there were significant mitigating factors as summarised below: (i)

the issued share capital of Betsson AB was not clear to market participants during the period in question, a well-known problem in the industry to which the Alternative Investment Management Association and the Managed Funds Association referred in their combined response to ESMA’s 2017 Consultation Paper on the evaluation of certain aspects of the EU Short Selling Regulation; and

(ii)

Egerton Capital took proactive steps to try and make the correct disclosure at the time, including contacting the Swedish regulator.

Nevertheless, in light of the 2017 incident Egerton Capital immediately reviewed and amended its procedures in relation to disclosures in Sweden and has since been checking an additional source for the issued share capital of Swedish companies. Egerton Capital also notes that the relevant disclosure was a private disclosure (to the Swedish regulatory authority only) and beneath the threshold for a public disclosure.

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Each portfolio is reviewed by the Egerton Capital compliance department on a monthly basis to ensure adherence to investment guidelines and restrictions. The performance of each portfolio is reviewed on a daily basis by the investment group to determine which securities positions should be maintained in view of current market conditions. Each client that is a separate account, and who has requested to receive it, will receive a monthly report from Egerton Capital showing the performance of the account and the current breakdown of its investments. For clients that are private funds, the private funds’ investors receive reports from the private fund’s independent administrator or as otherwise described in the offering document of the private fund.

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The custody rule under the Investment Advisers Act (“Custody Rule”) defines custody as holding or having the authority to obtain possession of client securities or assets. Egerton Capital does not hold the assets of any funds under its management. Cash and securities are held by a qualified custodian appointed by each fund pursuant to a separate custody agreement. Nevertheless, Egerton Capital is deemed to have custody of some of the funds under its management as one or more of the following may apply: • an affiliate of Egerton Capital, Egerton Capital (GP) Limited, serves as General Partner to certain funds organised as US limited partnerships; and/or • representatives of Egerton Capital are authorised to move cash, pay expenses or open accounts on behalf of the funds. In accordance with the Custody Rule requirements, the funds are audited annually by an independent public accounting firm and audited financial statements are provided to the funds’ investors within 120 days of each fund’s fiscal year end.

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Egerton Capital provides investment advisory services on a fully discretionary basis to clients. Please see Item 4 for a description of any limitations clients may place on Egerton Capital’s discretionary authority. Prior to assuming discretion in managing the assets of a client, Egerton Capital enters into an investment management agreement or other agreement that sets forth the scope of Egerton Capital’s discretion. Unless otherwise instructed or directed by a discretionary client in limited cases, Egerton Capital has the authority to determine (i) the securities to be purchased and sold for the client account (subject to restrictions on its activities set forth in the applicable investment management agreement and any written investment guidelines), and (ii) the amount of securities to be purchased or sold for the client account. Because of the differences in client investment objectives and strategies, risk tolerances, tax status, structural and regulatory constraints and other criteria, there may be differences across clients in the invested positions and securities held across their accounts. Egerton Capital (US), LP acts as the sub-investment manager to Egerton Capital and provides subadvisory services on a fully discretionary basis in relation to Egerton Capital’s clients, which include pooled investment vehicles intended for institutional investors and other sophisticated investors. For each order given to the market, the intended allocation of the trade, which is based upon Egerton Capital’s allocation policy, is documented. If the allocation of the trade executed differs from the intended allocation, full records will be maintained. The following specific factors will be considered: (i) client investment guidelines; (ii) restrictions placed on a client’s portfolio by the client or by applicable law; (iii) size of the client account; (iv) existing size and average cost of the security in the client’s account; and (v) account liquidity and timing of cash flows. All private funds following an equity long/short strategy are generally managed pari passu subject to any structural or regulatory constraints, with the exception of ECIF (QIS) which from time to time employs currency options and forwards and whose short exposure, if any, will not necessarily match the aggregate short exposure of other equity long-short funds managed by Egerton Capital. All equity long-only funds are generally managed pari passu subject to any structural or regulatory constraints. Please refer to Item 12 for a more detailed description of Egerton Capital’s allocation policy. Allocations will generally be made across client accounts eligible to participate in initial public offerings (“IPOs”) and secondary offerings on a pro rata basis, taking into account differing exposure levels of the equity long/short strategy and the equity long-only strategy, except when Egerton Capital determines in its discretion that a pro rata allocation is not appropriate, which may include a client’s investment guidelines explicitly prohibiting participation in IPOs or secondary offerings and a client’s status as a “restricted person” under applicable regulations. Securities acquired by Egerton Capital for its clients through a limited offering will generally be allocated pursuant to the procedures set forth in Egerton Capital’s allocation policy. The policy provides that Egerton Capital will determine the proposed allocation of limited offering securities after considering the factors described above with respect to general allocations of securities and determining those client accounts eligible to hold such securities. Eligibility will be based on the legal status of the clients and the client’s investment objectives and strategies. Egerton Capital may effect transactions between discretionary client accounts for the purpose of rebalancing, but will only do when Egerton Capital has determined that the cross transactions are in the best interests of the clients involved and they are always executed through the market (at the market mid-price) in order for relevant compliance obligations to be met. These cross transactions include rebalancing transactions that are undertaken so that, after redemptions/withdrawals or subscriptions/contributions have occurred, the portfolio compositions of similarly managed accounts remain substantially similar. In addition, cross transactions are not always permitted for benefit plan or other similar accounts that are subject to ERISA.

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If it appears that a trade error has occurred, Egerton Capital will review the relevant facts and circumstances to determine an appropriate course of action. Save in the cases of breaches to UCITS or Qualified Investor Scheme investment restrictions requiring correction, it shall be at Egerton Capital’s discretion as a free-standing investment judgement whether or not to retain the relevant position (or not execute the unexecuted trade instruction) caused by an error. In contrast, foreign exchange errors which exceed the foreign exchange hedging tolerance level shall automatically be corrected. If a position is retained as a result of such judgement, any losses from such position will not be deemed to arise from an error. In the event of an error resulting in a gain, the gain shall be retained by the client. In the event of an error resulting in a loss, whether any compensation is payable by Egerton Capital to the relevant client shall depend on the nature of the relevant error and the standard of care set forth in the relevant investment management agreement with that client, and certain losses may be borne by the client. All errors are reported to the relevant client, regardless of type and regardless of whether the error has resulted in a gain or loss. To the extent Egerton Capital has authority, pursuant to the investment management agreement or other governing documents of a client account, to participate in class action claims (each, a “Claim”) it may do so on a case-by-case basis provided it is aware of the relevant Claim. Once Egerton Capital receives a Claim, Egerton Capital will determine whether any of its clients or former clients owned the security during the period covered by the Claim. Appropriate personnel of Egerton Capital will determine whether they agree with the basis of the Claim and whether or not to participate in the Claim depending upon (i) the nature of the Claim; (ii) prospects for recovery; (iii) resources required to pursue the Claim; (iv) other relevant factors pertaining to the particular Claim; and (v) any other factors that Egerton Capital deems relevant.

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Where clients of Egerton Capital have delegated proxy voting authority to Egerton Capital, it will consider voting proxies in a manner intended to maximise the value of the investments for its clients. There is no guarantee that all votes will be cast, but Egerton Capital seeks to vote in most situations. It is not Egerton Capital’s usual policy to attend General Meetings, but on occasions may do so. When voting proxies, Egerton Capital will consider the recommendation of management but will not support the position of a company's management if Egerton Capital determines that such a position is not in the best interests of the company's shareholders. Egerton Capital typically votes in favor of routine housekeeping proposals, including election of directors (where no corporate governance issues appear relevant), and typically votes against proposals that make it more difficult to replace board members. For all other proposals, Egerton Capital will assess what is in the best interests of its clients and, in doing so, may take into account a variety of factors, including: • • •

Whether the proposal was recommended by management and Egerton Capital’s opinion of management; Whether the proposal serves to entrench management; and Whether the proposal fairly compensates management for past and expected future performance.

Depending on which client accounts hold the stock and where the security is in custody, resolutions are instructed, where possible, in various ways. For certain funds and custodians, Egerton Capital casts its votes through third-party proxy agents or systems. If a material conflict of interest between Egerton Capital and a client exists, Egerton Capital will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the client or take some other appropriate action. Clients are not permitted to direct their votes in a particular solicitation. Upon request from the relevant client, Egerton Capital will disclose voting records exercised on behalf of such client to that client (as that is the person on whose behalf Egerton Capital has discharged its proxy voting obligations) and will disclose some voting records publicly (at www.egertoncapital.com) in accordance with its regulatory obligations. Egerton Capital will not normally disclose its voting intentions, but may inform parties of the provisions of this policy. Where applicable, clients may obtain a copy of Egerton Capital’s proxy voting policies and procedures and information about how Egerton Capital voted a client’s proxies by contacting Philip Niel by email at p.niel@egercap.co.uk or by telephone at +44 (0)20 7410 9090.

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This Item is not applicable.

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ITEM 2. MATERIAL CHANGES This Item is not applicable.

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