FARALLON CAPITAL MANAGEMENT, L.L.C.

A. General Description of Advisory Firm Farallon, a Delaware limited liability company, is an investment adviser whose predecessor was founded in 1986. Mr. Nicolas Giauque is the Managing Partner of Farallon. The principal owner of Farallon is Mr. Andrew J.M. Spokes through Farallon Capital Management, L.P. B. Advisory Services Farallon provides administrative services and discretionary investment management services to private investment funds, the securities of which are offered to investors on a private placement basis, and to a managed account. In particular, Farallon provides administrative and discretionary investment management services to the following funds (collectively, the “Investment Partnerships”): •

Farallon Capital Partners, L.P.

•

Tinicum Partners, L.P.

•

Farallon Capital Institutional Partners, L.P.

•

Farallon Capital Institutional Partners II, L.P.

•

Farallon Capital Institutional Partners III, L.P.

•

Four Crossings Institutional Partners V, L.P.

•

Farallon Special Situation Partners IV, L.P.

•

Farallon Special Situation Partners VI, L.P.

•

Sidecar Partners Holdings, L.P. and Sidecar Partners, L.P.

•

FCOI II Currency Class Fund, Ltd., Farallon Capital Offshore Investors, Inc., FCOI II Holdings, L.P., Farallon Capital Institutional Partners VI, L.P. and Farallon Capital Offshore Investors II, L.P.

•

Farallon Special Investment Partners, L.P.

•

Farallon Asia Special Situations, L.P. and Farallon Asia Special Situations Master, L.P.

•

Farallon Asia Special Situations II, L.P. and Farallon Asia Special Situations Master II, L.P. -4-

•

Farallon Asia Special Situations III, L.P. and Farallon Asia Special Situations Master III, L.P.

•

Farallon Capital (AM) Investors, L.P.

•

Farallon Capital AA Investors, L.P.

•

Farallon Overflow Fund, L.P.

•

Farallon Overflow Fund II, L.P. and Farallon Overflow Master Fund II, L.P.

•

Farallon Real Estate Partners, L.P. and Farallon Real Estate Institutional Partners, L.P.

•

Farallon Real Estate Partners II, L.P. and Farallon Real Estate Institutional Partners II, L.P.

•

Farallon Real Estate Partners III, L.P. and Farallon Real Estate Institutional Partners III, L.P.

•

Farallon Real Estate Partners IV, L.P. and Farallon Real Estate Institutional Partners IV, L.P.

•

Farallon Capital F5 Investors I, L.P., Farallon Capital F5 Investors II, L.P., Farallon Capital F5 CC, L.P., Farallon Capital F5 Master I, L.P. and Farallon Capital F5 Master II, L.P.

•

Farallon Equity Partners, L.P., Farallon Equity Partners International, Ltd. and Farallon Equity Partners Master, L.P.

•

Farallon Special Situations Fund, L.P. and Farallon Special Situations Master Fund, L.P.

•

Farallon Special Situations Fund II, L.P. and Farallon Special Situations Master Fund II, L.P.

•

Farallon Special Situations X-VII, L.P. and Farallon Special Situations Master X-VII, L.P.

•

Farallon Special Situations VII, L.P. and Farallon Special Situations Master VII, L.P.

•

Farallon Special Situations Octave, L.P.

•

Farallon Healthcare Partners, L.P., Farallon Healthcare Partners International, Ltd. and Farallon Healthcare Partners Master, L.P.

•

Farallon Special Investment Institutional Partners IV, L.P.

-5-

•

Farallon Special Situations Credit IX, L.P. and Farallon Special Situations Master Credit IX, L.P.

•

Farallon Co-Investment Feeder Fund, L.P. and Farallon Co-Investment Master Fund, L.P.

•

Farallon Special Situations Fund III USTE, L.P., Farallon Special Situations Fund III Non-US, L.P., Farallon Special Situations Fund III US, L.P., Farallon Special Situations Master Fund III US, L.P. and Farallon Special Situations Master Fund III Non-US, L.P.

Farallon provides administrative and discretionary investment management services to Farallon Investment Holdings, L.P. (“FIH”) which generally accepts investments only from Farallon’s affiliate, FPLLC (as defined below), and certain employees of Farallon and the Farallon Advisers (as defined below) and operates as a fund-of-funds investing in other Farallon Funds (as defined below). FPLLC may act as general partner and/or Farallon may act as investment manager of certain Farallon Funds in which other Farallon Funds may invest. Together, the Investment Partnerships, FIH, the managed account, and any other accounts and funds for which Farallon provides such services from time to time are referred to herein as the “Farallon Funds”. Farallon may serve as investment adviser for other entities in the future. As more fully set forth in Farallon’s ADV Part 1A, for FIH and the Investment Partnerships that are structured as partnerships or limited liability companies, Farallon Partners, L.L.C., which is an affiliate of Farallon, or another affiliated Farallon entity (collectively, “FPLLC”), serves as the general partner or managing member, as applicable, of such entities. References herein to Farallon will include FPLLC, unless the context suggests otherwise. Farallon has broad and flexible investment parameters, and seeks global investment opportunities pursuant to a wide variety of investment strategies, including, without limitation, certain core strategies such as credit investing, direct investments, long/short equity investing, merger arbitrage, risk arbitrage and real estate, as more fully set forth below in Item 8. Farallon will emphasize or de-emphasize, add, develop or eliminate different investments and investment strategies and techniques from time to time, depending on, among other things, the perceived opportunities and relative risk-adjusted expected returns. Farallon’s execution is flexible to allow capital to shift among strategies, asset classes and geographies based on prevailing opportunities. Investments are made in U.S. and non-U.S. securities and markets, including in emerging markets. The Farallon Funds’ investment portfolios, as applicable to their investment strategies, consist of a broad range of publicly traded and privately purchased securities, instruments and obligations. This Brochure generally includes information about Farallon and its relationships with the Farallon Funds. While much of this Brochure applies to all such Farallon Funds, certain information included herein applies only to specific Farallon Funds.

-6-

C. Availability of Customized Services While the Farallon Funds generally have similar or overlapping investment strategies and investment parameters, Farallon’s advice with respect to the Farallon Funds is subject to their investment programs, which differ due to, among other reasons, different investment mandates, various investment restrictions and types of investors. The Farallon Funds include, for example, funds that are designed specifically for U.S. taxable investors, which utilize margin borrowings and other forms of leverage; funds that are designed specifically for U.S. taxexempt entities (and certain of those funds generally do not borrow on margin); non-U.S. funds that generally do not participate in certain U.S. investments; funds that do not make Special Investments (as defined below); funds that are focused on Special Investments, either globally or in certain geographic regions or markets; multi-strategy funds that may make investments subject to certain environmental, social and/or governance investment screens; funds with certain currency hedging overlays; strategy-specific funds; funds and managed accounts focused on overflow and/or co-investment opportunities; and funds that are a hybrid or a subset of the foregoing. Additional funds that pursue specialized, or different, investment programs may be formed in the future. Farallon may enter into agreements, such as side letters, with certain investors in the Farallon Funds that may provide rights or benefits in favor of such investors that are more favorable than the rights or benefits provided to other investors in such Farallon Funds. The investment mandate and guidelines or restrictions for each Farallon Fund are set forth in its constituent documents. References to “constituent documents” in this Form ADV Part 2A include any offering documents for a Farallon Fund and any investment management agreement with respect to a Farallon Fund that is a managed account. Persons reviewing this Form ADV Part 2A should not construe this as an offering of any of the Farallon Funds described herein. Such offering will only be made pursuant to the delivery to prospective investors of a private placement memorandum and/or subscription agreement, which will describe certain risk factors, conflicts of interest, investment objectives and other important features of a particular Farallon Fund. D. Wrap Fee Programs Not applicable. E. Client Assets The amount of discretionary assets under management as of December 31, 2025 is approximately $43,592,276,000 and is based on unaudited financial data which are subject to change. The figure represents the net asset value of the Farallon Funds plus uncalled capital commitments for the Farallon Funds. As of December 31, 2025, Farallon manages no assets on a non-discretionary basis.

-7-

A. Fees and Compensation Management Fees Management fees payable to Farallon vary by Farallon Fund and are established pursuant to the Farallon Funds’ respective constituent documents. Management fees charged to the Farallon Funds typically are calculated as a percentage of capital under management (except with respect to certain Farallon Funds structured as designated-term private investment funds where management fees may be based on capital commitments or invested capital), generally range up to 1.0% per annum, but in certain cases are higher, and are typically payable and deducted from the assets of each such Farallon Fund quarterly in advance. From time to time, management fees may be paid to a Farallon Adviser as set forth in the relevant investment management agreement or constituent document of a Farallon Fund. Management fees based on capital under management will generally be prorated for any subscriptions or withdrawals by an investor that are effective other than as of the first or last day of the quarter. In the event of a distribution or withdrawal prior to the end of a quarter, Farallon will reimburse to the respective Farallon Fund a pro rata share of such management fees charged with respect to the distributed or withdrawn amount. Management fees for any managed account are established pursuant to any such managed account’s investment management agreement. Farallon has waived or reduced and may, in the future, waive or reduce management fees for certain classes or investors, including employees and affiliates of Farallon as well as their family members and trusts or other entities established for the benefit of such persons or their families, in its discretion. Incentive Compensation Incentive fees payable to Farallon or incentive allocations allocable to FPLLC vary by Farallon Fund and are established pursuant to the Farallon Funds’ respective constituent documents. For most open-ended Farallon Funds, incentive fees and incentive allocations generally are charged at year-end (or on an intra-year withdrawal date, if applicable) at a rate of 20% of net annual profits to such Farallon Fund, or to capital accounts maintained by such Farallon Funds for their investors. For this purpose, with respect to investments that are not Special Investments (as defined below), net profits generally include both realized gains and losses and unrealized appreciation and depreciation of securities held in the Farallon Funds’ portfolios, and with respect to Special Investments, net profits generally include only realized gains and losses and not unrealized appreciation and depreciation. For most open-ended Farallon Funds, incentive allocations generally will be charged at a rate of 10% instead of 20% for periods after an unrecovered loss year, which is a year over which net losses have been incurred in an investor’s capital account, until such investor’s capital account has recovered 250% of the net losses allocated to such account over such year, subject to certain adjustments, e.g., for withdrawals. One strategy-specific open-ended Farallon Fund charges an incentive allocation -8-

in excess of the return on a specific index (including on negative performance in excess of the index). Other Farallon Funds have different arrangements relative to incentive compensation. Certain investment-specific and strategy-specific closed-end Farallon Funds have distribution waterfalls whereby FPLLC is entitled to a 20% carried interest only after investors have received distributions equal to their capital contributions as of the time of distribution. Certain Farallon Funds have various preferred or threshold return hurdles that must be reached before FPLLC is entitled to such incentive compensation. Carried interest may be calculated on an investment-by-investment basis in respect of certain investment-specific Farallon Funds. From time to time, the carried interest allocable to FPLLC in respect of certain non-U.S. dollardenominated investments may be calculated in the applicable foreign currency. All incentive compensation for managed accounts are subject to negotiation and established pursuant to each account’s investment management agreement. Farallon or FPLLC has waived or reduced and may, in the future, waive or reduce incentive fees and allocations for certain classes or investors, including employees and affiliates of Farallon, as well as their family members and trusts or other entities established for the benefit of such persons or their family members. Farallon or FPLLC has also waived or reduced and may, in the future, waive or reduce in its discretion incentive fees and allocations in respect of certain investors in connection with certain netting arrangements that they may have across multiple Farallon Funds. B. Payment of Fees Management fees typically are payable quarterly in advance and may be deducted from the assets of, or distributions payable by, a Farallon Fund, and incentive or performance-based fees or profit allocations are generally paid or allocated annually (or upon intra-year withdrawal dates) from the assets of the Farallon Funds or capital accounts maintained for their investors, or for certain Investment Partnerships which are structured as designated-term private investment funds, made as a distribution of proceeds or current income when available. Certain closed-end Farallon Funds also have the ability to call capital for the payment of fees. C. Additional Fees and Expenses To the extent permitted under the Farallon Funds’ constituent documents, the Farallon Funds are obligated to pay for all legal, auditing and accounting fees and expenses, tax preparation and tax compliance expenses, investment expenses (including, without limitation, the Farallon Funds’ share of costs and expenses attributable to sourcing, acquiring, evaluating, holding, managing and disposing of actual or proposed but unconsummated investments) and all other expenses of each respective Farallon Fund, including, as applicable and without limitation, custodian fees, taxes on securities transactions, interest on borrowed moneys, brokerage or counterparty fees and commissions and any other similar fees, research services, consulting (which may include the cost of consultants onsite at the offices of Farallon or its exclusive subadvisers) expenses and third-party research-related and advisory-related expenses, portfolio accounting system and order management system expenses, risk analysis and reporting, trade -9-

analytics, clearing and collateral and cash management expenses, corporate action, broker voting and proxy voting expenses, government registration fees, fees and expenses of any third-party administrator and similar service providers, expenses related to the offering and sale of interests, entity-level taxes and any other taxes, fees and other governmental charges levied in respect of the relevant Farallon Fund, organizational expenses and other similar or related expenses related to the operation of the respective Farallon Fund including the costs of negotiation of, disclosure of and compliance with side letters or other similar agreements and the “most favored nations” opt-in process, if applicable, and extraordinary expenses. The foregoing categories of expenses include, but are not limited to, transaction sourcing fees, tax compliance and filing expenses, testing of control procedures, anti-money laundering compliance expenses, asset verification, valuation and pricing services, jurisdiction-specific regulatory and filing expenses, and insurance (including cybersecurity and liability (e.g., directors and officers liability) insurance). These expenses also include costs associated with engaging professional service providers, advisors and consultants (some of whom may be former employees of, or current or former consultants to, Farallon or its exclusive subadvisers), and other third-party providers, including advisors and consultants, and/or purchasing services, products or technology specifically related to the foregoing categories of expenses. Farallon maintains policies and procedures for allocating expenses (i) as between Farallon, the Farallon Advisers and the Farallon Funds and (ii) amongst the Farallon Funds. See Item 12 for further discussion with respect to fees associated with brokerage practices. Pursuant to these policies and procedures, the allocation of certain expenses involves Farallon’s subjective determinations, and, in certain circumstances, Farallon may face conflicts of interests in making such determinations. For example, Farallon and its exclusive subadvisers will at times outsource certain services in whole or in part to third parties (e.g., engaging third party service providers, including law firm secondees or other advisors to assist with sourcing, monitoring, structuring and/or negotiating investments and/or to provide asset management or exit services or hiring a consultant to assist with, among other things, tax preparation, reporting, and shadow accounting rather than delegating to an employee), fees or expenses for which will at times be borne by the Farallon Funds. Outsourcing may not occur universally for the Farallon Funds, and, accordingly, certain costs may be incurred by a Farallon Fund for a third-party service provider that are not incurred for comparable services that may be provided by Farallon to other Farallon Funds. The decision by Farallon to initially perform a service for a Farallon Fund in-house does not preclude a later decision to outsource such services (or any additional services) to a third-party service provider in the future, and Farallon has no obligation to inform the Farallon Fund or its investors of such a change. From time to time those performing outsourced services will be providing such services exclusively to Farallon and/or the Farallon Funds. In addition, allocation of expenses among outsourced service providers will not necessarily be on a pro rata basis among the relevant Farallon Funds, as a result of the methodology used to allocate such expenses. Certain fees, costs and expenses may be the obligation of Farallon and/or is exclusive subadvisers, a Farallon Fund, a portfolio company, and/or third party (each, an “Allocable Party”) and may be borne by such Allocable Party, or fees, costs and expenses may be allocated among multiple Allocable Parties. The portion of an expense allocated to a Farallon Fund for a particular service will not always reflect the relative benefit derived by the Farallon Fund from that service in any particular instance and Farallon may determine an allocation of - 10 -

expenses to be equitable even where the Farallon Fund is required to bear more than its proportional share of such fees or expenses relative to other Allocable Parties receiving the same service or participating in the same transaction. In addition, the Farallon Fund will bear more or less of a particular expense based on the methodology used, and the Farallon Fund will bear more or less of a particular expense based on the number of Allocable Parties Farallon selects to bear the expense in its initial allocation determination. When making expense allocation determinations, Farallon generally will allocate an expense to one or more Allocable Parties that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases Allocable Parties that were not in existence or otherwise identified as Allocable Parties at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases Farallon will not re-allocate the expense to each such future Allocable Party, and such future Allocable Party(ies) will benefit at the expense of other Allocable Parties, including a Farallon Fund. D. Prepayment of Fees Please see response to Items 5A and 5B above. E. Additional Compensation Not applicable.

Farallon has broad and flexible investment parameters and seeks global investment opportunities pursuant to a wide variety of investment strategies for the Farallon Funds, including, but not limited to, the core strategies described below, depending on each Farallon Fund’s investment mandate, investment restrictions and types of investors. Historically, Farallon’s core strategies have included merger arbitrage, risk arbitrage, credit investing, real estate, direct investments and long/short equity investing. The Farallon Funds’ investment portfolios may also differ based on whether they concentrate their investments in one or more strategies, their geographical focus, their liquidity needs and other considerations. Merger Arbitrage Investments. Farallon’s merger arbitrage strategy is focused mainly on corporate takeovers. Each investment seeks to capture the spread between the current and projected values of securities of companies involved in a merger or acquisition. To employ this strategy, Farallon typically establishes a long position (usually a purchase of common stock) in a takeover candidate. If the proposed merger or acquisition is structured as a sharefor-share deal, Farallon typically takes a short position in the company making the acquisition. Risk Arbitrage Investments. Farallon’s risk arbitrage strategy generally consists of investments in publicly traded companies involving perceived arbitrage opportunities often resulting from inefficiently priced trading markets. The arbitrage investments included in this category may include investments in holding companies and their subsidiaries, or securities trading in separate markets or on separate exchanges, hedged with financial instruments in expectation of convergence between market price and theoretical or perceived value. Credit Investments. Farallon’s credit investment strategy includes investments in companies experiencing financial distress or whose credit is viewed as marginal but improving, or whose debt Farallon believes is inexpensive relative to its underlying risk. Investments include noninvestment grade debt in leveraged or underperforming companies, as well as companies experiencing a liquidity crisis, defaulting on their debt obligations, filing for Chapter 11 bankruptcy protection (or its equivalent), undergoing liquidation or undergoing another corporate event, such as a merger, recapitalization, reorganization or restructuring. - 12 -

Investments also may be made in anticipation of strengthening credit, a repayment or refinancing, an event of default or amendment or renegotiation of covenants or economic terms. Real Estate. Farallon’s real estate strategy may involve making investments at various points in the capital structure, including in fee simple real estate and other real estate-related assets, including in cases where Farallon believes redevelopment, leasing or addition of management expertise can add value. The strategy includes investments across a variety of real estate assets, including credit, structured equity and common equity instruments. Farallon often partners with experienced local operators who are involved in the day-to-day management and oversight of specific real estate projects. Long/Short Equity Investments. Farallon’s long/short equity investment strategy consists of investments and short sales in securities that Farallon believes are underpriced or overpriced relative to their intrinsic or fundamental value. These mispricings may be caused by, among other things, general market conditions, a company-specific issue that Farallon believes is temporary, a change in management or strategic direction, or a variation between Farallon’s assessment of a company or its market and that of other market participants. This category also sometimes includes investments in companies that are undergoing significant corporate events such as spin-offs, recapitalizations, litigation events, strategic realignment, regulatory events, and other major changes. Direct Investments. Farallon’s “Direct Investments” strategy consists of investing in securities and instruments Farallon determines to be illiquid and lacking a readily assessable market value, which investments may be maintained in special situation accounts or funds dedicated to investing in special situations (“Special Investments”). Such investments are typically private market transactions in which a Farallon Fund makes a debt, preferred or common equity or structured investment in a business, typically expecting to receive a contractual return and often additional upside if the business performs according to projections. The Farallon Funds will make investments using other investment strategies, including adding, developing or eliminating different investment strategies and techniques from time to time, (e.g., addition of a real estate construction lending strategy), and generally in any other situation in which Farallon believes a security or instrument is undervalued or overvalued or likely to appreciate or depreciate. The Farallon Funds will emphasize or de-emphasize different investments and investment strategies and techniques from time to time, depending on, among other things, the perceived opportunities and relative risk-adjusted expected returns. Farallon’s execution is flexible to allow capital to shift among strategies, asset classes, and geographies based on prevailing opportunities. Farallon generally has broad discretion to invest in a broad range of private and publicly traded, U.S. and non-U.S. securities and instruments, including, without limitation, equity securities, warrants, corporate debt securities, commercial paper, municipal securities, mutual fund shares, U.S. government securities, bank debt, trade and other vendor claims, loans (originated or acquired through assignment, participation or sub-participation), mortgages and - 13 -

mortgage-related securities or instruments, contractual obligations and claims, contingent rights, litigation rights and claims, certificates of beneficial interest, liquidation trust certificates in bankruptcies and other situations, put and call options, over-the-counter (“OTC”) or listed commodity or equity derivative products, exchange-traded funds, indices of all kinds, futures, deliverable and non-deliverable foreign currency and other forward contracts and stock exchange indices, swaps, swaptions, contracts for difference, credit derivatives and other OTC derivative products, interests in real estate, commodities, limited and general partnerships, limited liability companies and joint ventures (including other Farallon Funds), as well as any other securities, instruments, rights or assets and liabilities consistent with the investment programs of the Farallon Funds. While many of these instruments can and may be traded on an exchange or OTC, a substantial portion of the securities and instruments in which certain Farallon Funds invest will not be registered or listed on any exchange. The Farallon Funds may also hold cash or cash equivalents, and Farallon may or may not elect to hedge its U.S. dollar or other currency exposure in its discretion. In pursuing such strategies, Farallon generally seeks to achieve extraordinary risk-adjusted rates of return through a process of fundamental, bottom-up analysis that emphasizes capital preservation. Farallon employs the following information sources and methods of analysis, as relevant: a variety of publicly available information sources, including but not limited to financial periodicals, corporate rating services, annual reports, prospectuses and filings with the SEC and other regulators, company press releases, as well as, and to the extent applicable or appropriate, information provided by management and creditors of portfolio companies, brokers, dealers, analysts, professional asset managers, research services and third-party consultants and advisers. Farallon utilizes data sets culled from multiple market sources from time to time in its research process and may consider using, among other techniques, artificial generative intelligence, large language models, machine learning, artificial neural networks, artificial narrow intelligence or similar tools, models and systems generally referred to as “artificial intelligence” (collectively “AI Tools”) as part of its investment management function. Farallon will, from time to time, also consult with external legal counsel and other experts and speak with members of official and unofficial creditor committees of portfolio companies involved in bankruptcy reorganizations and their legal and financial advisers. When deemed appropriate, Farallon or its affiliates, principals or employees may seek to serve as members of creditor committees or boards of directors. When conducting due diligence and investment research, investment professionals, analysts and/or employees generally focused on investing or research (“Investment Professionals”) for Farallon or a Farallon Adviser may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisers, accountants, investment banks and other third-party advisers may be involved in the due diligence and investment research process in varying degrees depending on the type of investment. When conducting due diligence and investment research and making an assessment regarding an investment, the Investment Professionals may rely on information provided by such persons, or by the management of the target of the investment and, in some circumstances, third-party investigations.

- 14 -

The descriptions set forth in this Brochure of specific advisory services that Farallon offers to the Farallon Funds, and investment strategies pursued and investments made by Farallon on behalf of the Farallon Funds should not be understood to limit in any way Farallon’s investment activities. Farallon may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Farallon considers appropriate, subject to each Farallon Fund’s investment objectives and guidelines. The investment strategies Farallon pursues are speculative and entail substantial risks. Accordingly, such activities could result in a substantial loss of capital. There can be no assurance that the investment objectives of any Farallon Fund will be achieved. Certain Risks Relating to Investment Strategies The investment programs for each of the Farallon Funds involve a substantial degree of risk. The following risk factors do not purport to be a complete list or explanation of the risks involved with the activities of Farallon and the Farallon Funds. These risk factors are based on information currently available and relate to particular investment strategies employed by Farallon and investments made pursuant thereto. Some or all of these risks may be applicable to one or more of the Farallon Funds depending on its investment mandate. Merger Arbitrage Risks Merger arbitrage strategies typically involve the purchase and/or sale of a position in a security subject (or which Farallon anticipates will become subject) to a merger, acquisition, exchange offer, tender offer, reorganization, liquidation or other corporate event. In a typical transaction, a Farallon Fund may seek to profit from the “spread” between the current market price and the amount to be realized if the corporate event occurs. If a Farallon Fund purchases the target company’s shares, which are to be exchanged for shares of the acquiring company, the Farallon Fund may seek to offset, wholly or partially, the purchase with the use of options or other derivatives or a short sale of shares of the acquiring company’s stock to seek to reduce general market risks and risks specific to the acquiring company. The Farallon Fund will remain subject to the risks that the corporate event does not occur or that hedging is imperfect. The consummation of mergers, acquisitions, tender offers and exchange offers can be prevented or delayed by a variety of factors, including: (i) regulatory and antitrust restrictions; (ii) tax or political factors; (iii) industry weakness; (iv) stock-specific events; and (v) failed financings; furthermore, anticipated transactions may not transpire at all. Merger arbitrage success is largely dependent upon the ability of Farallon to correctly analyze the outcome and the completion date of the proposed transaction. In the event the proposed transaction is not consummated, the value of the securities held by the Farallon Fund (which typically are purchased at a significant premium to the preannouncement market price) may decline significantly, even if the security’s market price returns to a level comparable to that which exists prior to the announcement of the deal. Furthermore, the difference between the price paid by the Farallon Fund for securities of a company involved in a transaction and the anticipated value to be received for such securities upon consummation of the proposed transaction will often be very small. If the proposed - 15 -

Read the rest in the brochure

Farallon provides investment advice to the Farallon Funds, as described above in Item 4, managing equity capital for institutions such as endowments, foundations, charitable organizations and state and municipal government entities, and for high net worth individuals. The constituent documents for each Farallon Fund may set minimum amounts for investment by prospective investors. Farallon has waived, and reserves the right to modify or waive, the minimum investment amounts for the Farallon Funds from time to time. Minimum investment amounts for managed accounts will be determined on a case-by-case basis.

As noted in Item 5A, Farallon and/or FPLLC receives performance-based fees/allocations from most Farallon Funds. Clients should be aware that performance-based fees/allocations may be deemed to create a conflict of interest for Farallon, as there can be an incentive for Farallon to make investments that are riskier or more speculative than would be the case in the absence of a performance-based fee/allocation. From time to time, Farallon manages or may elect to manage Farallon Funds that charge only management fees and do not charge performance fees/allocations or vice versa. In situations where certain Farallon Funds pay performance fees/allocations and other Farallon Funds do not (or will pay a smaller performance fee or allocation due to the existence of a high water mark or otherwise), there can be an incentive for Farallon to favor those Farallon Funds that pay performance fees/allocations (or higher performance fees/allocations), for example, through its allocation of investment opportunities. To seek to mitigate this inherent conflict of interest, Farallon has implemented allocation policies and procedures (discussed more fully in Item 11D) that seek to ensure that investments are allocated among the Farallon Funds on what Farallon deems to be an equitable basis.

- 11 -

Broker-Dealer Registration Status

Neither Farallon nor any of its management persons is registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B.

Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status

Farallon and certain affiliates rely on exemptions and/or relief from registration as commodity pool operators and as commodity trading advisers pursuant to the Commodity Exchange Act and rules promulgated thereunder. C.

Material Relationships or Arrangements with Related Persons who are Industry Participants

Affiliated Advisers Farallon provides administrative services and discretionary investment management services to, and affiliates of Farallon serve as general partner and managing member to, various Farallon Funds. Farallon Capital Europe LLP, a UK limited liability partnership (“Farallon Europe”), Farallon Capital Asia Pte. Ltd., a Singapore company (“Farallon Asia”), Farallon Capital Asia (HK) Limited, a Hong Kong company (“Farallon Hong Kong”), Farallon Capital Japan LLC, a Japanese limited liability company (“Farallon Japan”) and Farallon Latin America Investimentos Ltda., a Brazilian sociedade limitada (“Farallon Latin America”), serve as exclusive subadvisers to Farallon. Collectively, these entities are referred to herein as the “Farallon Advisers.” The Farallon Advisers, excluding Farallon Europe, are subsidiaries of Farallon. The Farallon Advisers, including Farallon Europe as of April 1, 2025, are relying advisers and/or “related persons” of Farallon. All of the Farallon Advisers currently provide services exclusively for Farallon. Farallon Europe is also authorized and regulated by the UK Financial Conduct Authority (“FCA”). Farallon Europe has been authorized and regulated by the FCA since November 2004, and its firm reference number is 403306. Farallon Asia holds a capital markets services license to conduct the regulated activity of fund management under the Securities and Futures Act, Chapter 289 of Singapore (“SFA”). Farallon Asia has been registered with the SFA since November 2013, and its license number is CMS100356-2. Farallon Japan is an investment adviser licensed under Japan’s Financial Instruments and Exchange Law. Farallon Japan has been registered since April 2010, and its registration number is 2379. - 60 -

Farallon Latin America has been authorized by the Brazil Commissão de Valores Mobiliarios to act as a securities portfolio manager since October 2011. Farallon Hong Kong is licensed with the Hong Kong Securities and Futures Commission to conduct Type 9 (asset management) regulated activities pursuant to the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong). The license ID number is BOB230. Throughout this Form ADV Part 2A, disclosure is made regarding risks related to Farallon’s management of the Farallon Funds and conflicts of interest related to among other things, the activities, ownership and relationships of Farallon and/or its affiliates. All such disclosures should be read also as applying to the Farallon Advisers’ sub-advisory operations with respect to the Farallon Funds and conflicts of interest related to, among other things, the activities, ownership and relationships of the Farallon Advisers and/or their affiliates. Certain Conflicts of Interest Among Funds As indicated above, Farallon manages several Farallon Funds, some of which have investment programs that are similar or substantially similar to one another. Farallon and its affiliates may have conflicts of interest in allocating their time and resources between the Farallon Funds, in allocating investments among the Farallon Funds, and in effecting transactions between the Farallon Funds, including funds in which Farallon and/or its affiliates may have a financial interest. Farallon and its affiliates, and their personnel, invest capital in the Farallon Funds and their capital interest in some Farallon Funds is disproportionate relative to their interest in other Farallon Funds. Farallon and its affiliates, and their personnel, generally are required only to devote so much of their time to each Farallon Fund’s affairs as Farallon determines is reasonably necessary in good faith. In addition, Farallon and its affiliates, and their personnel, generally are not prohibited by such Farallon Funds’ constituent documents from engaging in any other existing or future business if such activity does not materially interfere with the business of the Farallon Funds or conflict with their obligations under the Farallon Funds’ constituent documents. For example, Farallon, its affiliates or their personnel have held and may, in the future, hold capital interests in, Invested Managers and Underlying Funds (each as defined below). The Farallon Funds will not have any right to any income or profit derived by Farallon, its affiliates or their personnel, from any such employment or business activity. Future activities by such persons may give rise to additional demands on the time of such persons (and unforeseen potential conflicts of interest). Farallon and its affiliates serve as the general partner, director and investment manager, or in a similar capacity, for multiple Farallon Funds. The Farallon Advisers serve as exclusive subadvisers to Farallon and certain Farallon Funds. Farallon and its affiliates may also serve as general partners, directors, investment managers, sub-advisers or in a similar capacity to other private investment funds, including new funds that may invest alongside certain Farallon Funds, and may provide investment and other advice to other entities, including those invested in the Farallon Funds. Different Farallon Funds charge different management fees and incentive fees and/or allocations due to circumstances such as different contractual rates or loss recovery account balances. - 61 -

Although the Farallon Funds generally have similar or overlapping investment strategies and investment parameters, their investment programs differ due to, among other reasons, different mandates, various investment restrictions and types of investors. Farallon and/or its affiliates may give advice, and take action, with respect to any of the Farallon Funds which may differ from the advice given, or the timing or nature of action taken with respect to other Farallon Funds. Moreover, certain Farallon Funds will at times be limited in their ability to enter into certain trading relationships (for example, with derivative counterparties), which will at times limit such Farallon Funds’ ability to invest in certain securities or instruments, including certain hedging transactions. As a result, the investment returns of a Farallon Fund may be significantly different from those of other Farallon Funds. The portfolio strategies that Farallon uses for one or more Farallon Funds could conflict with the transactions and strategies employed by Farallon in managing other Farallon Funds and could affect the prices, rights and availability of the securities and other financial instruments in which those Farallon Funds invest. The Farallon Funds will at times have conflicting interests with respect to their investments, including with respect to selling objectives or exit strategies, taxes, performance, liquidity, timing, currency exposures and hedging and other objectives. The conflicting interests of individual Farallon Funds will at times relate to, or arise from, among other things, the nature of investments made by the Farallon Funds, fund ramp up or ramp down periods, investing in different layers of the capital structure, the structuring or the acquisition of investments, and the timing of disposition of investments. For example, certain Farallon Funds have sold and will, from time to time, sell securities or instruments that the other Farallon Funds hold and will, from time to time, continue to hold and/or purchase and vice versa. In addition, Farallon has purchased and are expected to in the future purchase on behalf of certain Farallon Funds instruments of an issuer which have a different ranking, priority or preference than the instruments of the same issuer purchased on behalf of other Farallon Funds, or whose interests are otherwise adverse. This may lead, as examples, to the debt of an insolvent issuer being held by one Farallon Fund while equity of the same issuer is held by another Farallon Fund or one Farallon Fund holding senior debt of an issuer while another Farallon Fund holds subordinated debt of the same issuer and the claims of the instruments against the issuer may be adverse to each other. Equity holders and debt holders have different (and often competing) motives, incentives, liquidity goals and other interests with respect to an issuer. The involvement of such Farallon Funds at both the equity and debt levels could inhibit strategic information exchanges with fellow creditors. In certain circumstances, Farallon Funds may be prohibited from exercising voting or other rights and may be subject to claims by other creditors with respect to the subordination of their interest. These and other investments may be deemed to create conflicts of interest, particularly because Farallon and its affiliates may take (or decline to take) certain actions for some Farallon Funds, which may have an adverse effect on other Farallon Funds (including in connection with restructuring and reorganization situations). For example, in a situation where a Farallon Fund invests in debt securities of a portfolio company in which another Farallon Fund holds or acquires equity securities, questions may arise as to (i) whether payment obligations and covenants should be enforced, modified or waived, whether payments should be accelerated, or whether debt should be refinanced, (ii) whether the debt financing was extended in order to - 62 -

benefit the Farallon Funds holding such equity securities, (iii) whether one investment was obtained in connection with, or as a quid pro quo for, the other investment, (iv) whether terms of the investments were negotiated independently at arms’ length, or (v) whether the terms of any work-out or restructuring or other concessions were negotiated independently at arms’ length. Decisions about what action should be taken in a troubled situation, including whether to enforce claims, whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, the terms of any work-out or restructuring or other concessions that may be given in such a situation raise conflicts of interest, and Farallon may be incentivized to act on behalf of one Farallon Fund to the detriment of another Farallon Fund. Similar questions may arise even if the relevant investments both consist of debt (for example where investments consist of senior debt, on the one hand, and structurally or contractually subordinated debt in the same or related issuers, on the other hand), or different classes of equity, or are made at different times or at different prices. As another example, in a situation where a Farallon Fund or a fund related to Farallon holds equity or debt securities of an issuer, including a significant amount of such equity or debt securities, and another Farallon Fund seeks to acquire or provide financing for the acquisition of equity or debt securities of the same issuer, including a significant amount of such equity or debt securities, for instance, as part of a privatization, questions may arise as to the history of the Farallon Funds’ holding of such equity or debt securities, whether Farallon has significant control or influence over such issuer or sought to cause a solicitation of bids, whether there are other participants in the proposed acquisition and their roles, whether the acquisition could be seen to be arranged for the benefit of the existing equity or debt position, or for the benefit of the acquiring consortium, and the appropriate terms and price for the acquisition, among others. In the event that a Farallon Fund has a controlling or other substantial position in an issuer, it may have the ability to elect, or influence the appointment of, some or all of the board of directors of such an issuer or otherwise have a significantly influential position over the issuer, thereby controlling or influencing the policies and operations of the issuer, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, a Farallon Fund may have the ability to determine, or influence, the outcome of operational matters of the issuer and to cause, or prevent, a change in control of such a company. Such management and operational decisions will, at times, be in direct conflict with the objectives of certain Farallon Funds or other funds related to Farallon that hold securities of, or are considering investments in, the same issuer (e.g., a Farallon Fund or other fund related to Farallon that is engaged in a privatization transaction of an issuer in which another Farallon Fund holds a substantial position). Investments by more than one Farallon Fund in an issuer also raise the risk or appearance of the risk of using assets of a Farallon Fund to support positions taken by other Farallon Funds, or that a Farallon Fund may remain passive in a situation in which it is entitled to vote. In these, and other scenarios, Farallon may, in its discretion, seek to manage actual and/or apparent conflicts of interest through a variety of measures including by considering procedural safeguards such as the roles and involvement of the issuer’s board of directors or governance committee, other members of the acquiring consortium or financial advisors, relevant regulatory protections or consulting with other third-party experts, ad hoc committees,

- 63 -

Read the rest in the brochure

Trading A.

Code of Ethics

Per Rule 204A-1 under the Investment Advisers Act of 1940 (as amended, the “Advisers Act”), Farallon’s written code of ethics contains Farallon’s standards of business conduct, including that Farallon and its “supervised persons” must consider the interests of the Farallon Funds before their own, provisions requiring “supervised persons” to comply with federal securities laws, provisions requiring “access persons” to report personal securities transactions periodically and holdings at the time they become access persons and on at least an annual basis thereafter, provisions requiring supervised persons to report violations of the code of ethics promptly to the Chief Compliance Officer, and provisions requiring Farallon to provide a copy of the code of ethics, as it may be amended, to all supervised persons, with a requirement that they provide to the adviser a written or electronic acknowledgment that they have received the code of ethics. Farallon’s “supervised persons” consist of all employees, including managing members and managing directors (or other persons occupying a similar status or performing similar functions) and any other person who provides advice on behalf of Farallon and is subject to Farallon’s supervision and control. Under SEC requirements, certain provisions of the code of ethics apply only to Farallon’s “access persons”. For purposes of compliance with the code of ethics, Farallon has determined that access persons generally shall be deemed to include all Farallon supervised persons. In addition to the elements required by Rule 204A-1, Farallon’s code of ethics includes, among others, restrictions that generally prohibit its access persons from purchasing or selling debt or equity securities that are not subject to general permission (e.g. Treasury securities or certain mutual funds) or case-by-case permission exceptions. In addition, supervised persons must obtain pre-clearance before certain other actions including, but not limited to: making investments in private placements or private funds, serving on the boards of directors of any outside for-profit companies, receiving or offering gifts or entertainment worth a substantial monetary value from or to persons doing business with Farallon, or making contributions, payments or gifts to political candidates or parties. Investors may obtain a copy of Farallon’s code of ethics by contacting Farallon. As discussed in Item 10, Farallon and its affiliates at times will have potential and actual conflicts of interest with respect to the Farallon Funds and their investments. These conflicts - 70 -

of interest may be between or among the different Farallon Funds or between Farallon and its affiliates and the Farallon Funds. Farallon often resolves these conflicts of interest without input from disinterested third parties. Farallon has adopted policies, procedures and guidelines designed to minimize the occurrence of conflicts of interest, identify and analyze any conflicts that do arise, and ensure that any such conflict is appropriately managed. B. Securities in Which Farallon or a Related Person Has a Material Financial Interest It is not currently the practice of Farallon and its affiliates as principals to purchase securities for themselves from any client or sell securities they own to any client. In certain circumstances, however, Farallon and/or its affiliates have purchased, and in the future may purchase, securities or other instruments from a Farallon Fund or its investor (potentially at a discount) for its own account. For example, FPLLC has purchased, and may purchase, capital accounts consisting of illiquid investments from investors, some of whom have withdrawn from a Farallon Fund, with such investors’ consent. To the extent that these or other transactions may be viewed as principal transactions, including due to the ownership interest in the Farallon Funds by Farallon or its affiliates, Farallon also will comply with the requirements of Section 206(3) of the Advisers Act, including that Farallon will notify the respective Farallon Funds or relevant investors (or, depending on a Farallon Fund’s constituent documents, independent representatives) in writing of the transaction and obtain the consent of the respective Farallon Funds (or independent representatives, as applicable). Moreover, while it is not currently the general practice of Farallon to effect cross trades between or among the Farallon Funds, under certain circumstances, Farallon and its related persons have determined, and in the future may determine, that it is in the best interest of the Farallon Funds to effect securities trades, make distributions in kind or accept contributions in kind between or among the Farallon Funds, including in situations where doing so may minimize transaction and/or market impact costs. This has occurred and/or may occur, for example, in connection with the establishment, reorganization or liquidation of a fund or managed account, the rebalancing of portfolios or hedging positions between one or more Farallon Funds that employ similar, overlapping and/or complementary investment strategies, purchase and sale transactions between one or more Farallon Funds that employ similar investment strategies where Farallon and/or its related persons may determine such transactions to be in the best interest of such Farallon Funds, or the transfer of an investor’s interest in one Farallon Fund to another Farallon Fund. In circumstances in which a Farallon Fund may purchase or receive a distribution in kind of securities and instruments from another Farallon Fund, each party to the transaction may have conflicting price, performance, liquidity and timing objectives, and portfolio concentration or composition may be impacted for such Farallon Funds. To address potential or actual conflicts of interest, Farallon and its affiliates will not receive any brokerage or transaction fees related to these transactions and will seek to effect these transactions based on current available independent market prices and consistent with Farallon’s best execution, valuation and other procedures. If Farallon were to effect cross trades or principal transactions between or among the Farallon Funds and/or Farallon or its related persons, Farallon and its related persons would have potentially conflicting interests and duties, performance objectives, ownership interests and - 71 -

compensation arrangements with respect to each participating Farallon Fund. Such potential conflicts of interests would be reviewed and approved pursuant to conflicts of interest guidelines adopted by Farallon and such other policies, procedures and guidelines established to identify, mitigate and manage conflicts of interest. Farallon may, in its sole discretion, select one or more persons, who will not be an affiliate of Farallon, to serve on a committee, the purpose of which is to consider and, on behalf of the Farallon Funds, approve or disapprove, to the extent required by applicable law or deemed advisable by Farallon, in its sole discretion, principal transactions and certain other relatedparty transactions involving potential conflicts of interest. The Farallon Funds may enter into an agreement such that the person(s) so selected may be exculpated and indemnified by the Farallon Funds in the same manner and to the same extent as Farallon and its affiliates are so exculpated and indemnified. Certain Farallon Funds have established, and in the future may establish, advisory committees made up of investor representatives or other non-affiliates to provide similar approvals and consents with respect to the applicable Farallon Fund. For administrative, tax, limitation of recourse, limitation of liability, regulatory and other purposes, certain investments, including but not limited to Special Investments, are often made in or through equity or debt investments in one or more special purpose vehicles (“Special Purpose Vehicles”). In one common structure for Special Investments, a Special Purpose Vehicle controlled by Farallon will be formed in which the Farallon Funds invest side-by-side. The Special Purpose Vehicle may make the investment in an operating entity or asset, such as a bank loan, directly, or by investing in other Special Purpose Vehicles, which invest in an operating entity or asset. An investment ultimately may be made in an existing operating company or asset, or in a newly formed joint venture with a local operating partner or management team which will control and manage the business or asset on a day-to-day basis. Farallon typically will retain direct or indirect control of, or vetoes or minority protections in respect of, the economics and business strategy of the operating company or joint venture. The operating partners and management teams that may be retained in connection with such investments, as well as brokers, finders, investment bankers, consultants and other advisers, are not employees or principals of Farallon, and generally are compensated by the Farallon Funds, the Special Purpose Vehicles and/or the ultimate operating company with fixed and/or performance-based fees, profit allocations, salaries and/or options for their services, and not by Farallon. In certain circumstances, as Farallon may determine in its discretion, this may be the case even if such a party may have previously been or is simultaneously engaged by Farallon for the same service, or different services, as applicable, at Farallon’s expense, including in respect of a relevant investment, taking into account factors such as whether the investment is in a difficultto-access market or subject to exclusivity, or the party is highly qualified to manage, source, auction or dispose of the investment. Such expenses will at times be significant, and Farallon may be subject to a conflict of interest in determining whether such expenses should be borne by Farallon. The Farallon Funds may participate in discrete opportunities through joint venture arrangements or pooled investment vehicles with other investment managers (such as hedge - 72 -

fund managers or other asset managers) if Farallon determines that this is an advantageous way to access or manage the opportunity. The Farallon Funds may be subject to various costs and fees relating to such ventures, including on occasion additional performance-based or assetbased fees or allocations payable or allocable to the investment managers promoting or managing such ventures. Such fees and allocations may not be applied to reduce the management fee or the incentive allocation (or incentive fee, if applicable) payable to Farallon in the discretion of Farallon, considering factors such as whether the investment is in a difficult-to-access market or subject to exclusivity, or the third-party manager is uniquely qualified to manage the opportunity. In circumstances where Farallon determines that such factors are not present, to address potential or actual conflicts of interest, management fees and performance-based fees or allocations typically will be applied to reduce the management fee or the incentive allocation (or incentive fee, as applicable) payable to Farallon or its affiliate. Transaction or acquisition fees and other fees payable to such third-party managers are evaluated on a case-by-case basis considering factors such as whether the third-party manager provides valuable services, and generally will be borne by the Farallon Funds or the portfolio investment (not applied directly to reduce management fees or incentive fees or allocations to Farallon). From time to time, Farallon and/or a Farallon Fund have been and, in the future, may be required to obtain regulatory licenses in accordance with local law in order to pursue certain elements of a Farallon Fund’s investment program, as some jurisdictions may require local investments to be made through a duly licensed entity. For this reason, among others, it may be advisable or necessary for Farallon to set up affiliated management, finance or other companies to hold a license to conduct, or perform consulting or other services related to, such activities (each, a “License Company”). Farallon may allocate the opportunity to procure these licenses and invest in each License Company to one or more of Farallon, the Farallon Funds or any of their respective affiliates in its discretion. Farallon will determine the terms and conditions of investments into any License Company in its sole discretion. The ownership terms and conditions may include, among other things, that Farallon or its affiliates will operate a single License Company for the benefit of all eligible accounts and directly or indirectly own the residual equity value (if any) of a License Company along with the rights to control such License Company, even in situations where the capital of a Farallon Fund is used to finance the License Company’s business. The residual value of a License Company could potentially be substantial. Transactions, such as new equity issuances, shareholder loans or cross trades (actual or effective) between a License Company (or affiliates of a License Company) and affiliates of Farallon, including the Farallon Funds, may be deemed advisable by Farallon in its discretion. Farallon may, on occasion, purchase or sell on behalf of a Farallon Fund a security in a company in which a managing member or employee of Farallon or its affiliates or a related person has a position or role or enter into co-investments or joint ventures with such companies. Farallon or its affiliates have served and may, from time to time, serve as a director, on a creditors’ committee or in a similar capacity, with respect to companies, the securities of which are held by the Farallon Funds. Conflicts of interest may arise in connection with these - 73 -

Read the rest in the brochure

A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions Farallon has full discretion and authority to make all investment decisions with respect to the types of securities or instruments to be bought or sold or the amount of securities or instruments to be bought or sold for a Farallon Fund. In addition, there are no limitations as to which broker-dealers or other counterparties are used or as to the commission rates paid. However, portfolio transactions for the Farallon Funds are allocated to brokers and dealers and other counterparties consistent with the fiduciary duty of best execution and in consideration of certain factors, including, but not limited to: broker’s or dealer’s quality or method of execution, reputation, financial strength and stability, willingness to execute the transactions, block trading capabilities, ability to commit capital, access to capital markets – underwritten offerings and secondary placements, overall cost of trade, nature of the security and the available market makers, desired timing of the transaction and size of trade, confidentiality of trading activity and client information, expertise in specific securities or sectors in which Farallon seeks to trade, access to company management and, to the extent applicable or appropriate, the provision of or payment by the broker of the costs of investment and trading research services which are of benefit to Farallon or the Farallon Funds. In addition to the considerations described above and consistent with the fiduciary duty of best execution and subject to applicable local regulatory restrictions, the selection of a broker (including a prime broker) to execute transactions, provide financing and securities and instruments on loan, hold cash and short balances and provide other services may be influenced by, among other things, the provision by the broker of access to company management, access to deal flow and access to research services. The Farallon Funds will generally pay for the provision of any “corporate access services” (as defined by the UK Financial Conduct Authority) by any broker or dealer to the extent doing so is required by Directive 2014/65/EU and associated and implementing legislation (including (without limitation) the UK’s onshored legislation relating to this Directive following the UK’s departure from the EU) (each as amended, “MiFID II”). MiFID II refers to the EU and U.K. regulatory frameworks which (as implemented by EU member states and UK domestic law) govern the organized trading of, and provision of investment services and activities in relation to, financial instruments, including (without limitation) with respect to transparency, trading, best execution, research and inducements. Farallon and the Farallon Funds have adapted to the requirements under MiFID II and continue to adapt to these requirements to the extent that they are applicable. MiFID II may be subject to further legislative and regulatory developments. In particular, the UK’s domestic implementation of MiFID II may be subject to change as it is repealed, - 78 -

replaced or amended (in whole or in part) following the cessation of the applicability of EU law in the UK, leading to possible divergence between the EU and UK MiFID II frameworks. These potential future developments could adversely affect the operations of Farallon and the Farallon Funds, and may reduce the ability for a Farallon Fund to engage in certain transactions. Research and Other Soft Dollar Benefits The commission rates (or dealer markups or markdowns arising in connection with certain types of riskless principal transactions) charged to the Farallon Funds by brokers may be higher than those charged by other brokers who may not offer such proprietary or third-party services, capabilities or characteristics as described above. Farallon intends, to the extent applicable under local regulatory restrictions, that the use of commission or “soft” dollars (including dealer markups and markdowns arising in connection with certain types of riskless principal transactions) for proprietary and/or third-party research or brokerage products or services will fall within the safe harbor for soft dollars provided under Section 28(e) of the Exchange Act. Generally, where a product or service obtained with commission dollars provides both research (and brokerage) and non-research (or nonbrokerage) assistance to Farallon, Farallon will make a reasonable allocation of the cost which may be paid for with commission dollars and Farallon will pay the remainder. In making good faith allocations of costs between research and non-research assistance, a conflict of interest may exist by reason of Farallon’s allocation of the costs of such benefits and services between those that primarily benefit Farallon and those that primarily benefit the Farallon Funds. Soft dollars are not intended to be used to pay for items not falling within the safe harbor (e.g., computer facilities used for accounting for the Farallon Funds). Consistent with Section 28(e), research or brokerage products or services obtained with “soft dollars” generated by one or more Farallon Funds may be used by Farallon to service one or more other Farallon Funds. The research or brokerage products and services provided to Farallon by broker-dealers generally may include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, analysis of corporate responsibility issues and post-trade services or communication services related to executing, clearing and settlement of transactions. Such research services are received primarily in the form of written reports, telephone contacts and personal meetings with security analysts. In addition, such research services may be provided in the form of access to various computer-generated data, computer software, and meetings arranged with corporate and industry spokespersons, economists, academics and government representatives. Research obtained from brokers may be used to service all client accounts, including certain accounts that have not participated in the transaction generating the commission; all accounts that participate in a trade generally pay the same commission rate for the purchase or sale of the same securities and instruments at the same time. In general, Farallon does not seek to allocate soft dollar benefits to client accounts proportionately to the soft dollar credits the accounts generate. Brokerage firms generally will not charge Farallon a separate fee for - 79 -

proprietary research, brokerage and certain other services. While the continued provision of such services to Farallon is not conditioned on Farallon directing any particular level of transactions to these brokerage firms, such services are provided without separate charge in consideration of Farallon’s use of such brokerage firms to execute transactions for all client accounts. Farallon receives a benefit in this instance because Farallon does not have to produce or pay for such research products or services, and Farallon may have an incentive to select or recommend a broker-dealer based on Farallon’s interest in receiving such services rather than in Farallon’s clients’ interest in receiving the most favorable execution. Farallon’s procedures to direct client transactions to broker-dealers in return for soft dollar benefits include the following: traders distribute periodically a year-to-date commission report to investment professionals and portfolio managers; investment professionals and portfolio managers provide feedback through a formal evaluation process with respect to broker-dealers who have provided research services including, for example, broker-dealer sponsored conferences attended, meetings arranged and research reports. In limited circumstances and subject to local best execution requirements, Farallon may encounter situations when it may be beneficial to a Farallon Fund to execute OTC trades on an agency basis rather than on a principal basis. For instance, the use of a broker to effect an OTC trade may provide anonymity in connection with the transaction, a broker may have greater expertise or greater capability in connection with both accessing the market and executing the transaction or the total cost or proceeds may be more favorable to the Farallon Fund. In these circumstances (sometimes referred to as “interpositioning”), the broker used by Farallon may acquire or dispose of a security through a market-maker. These transactions may thus be subject to both a commission and a mark-up or mark-down. Farallon believes that the use of a broker in such instances is consistent with its duty of obtaining best execution for its clients. Brokerage for Client Referrals Farallon from time to time may participate in certain “capital introduction” programs organized or sponsored by certain prime or executing brokers to the Farallon Funds or affiliates of such prime or executing brokers, which programs may include the prime or executing brokers or their affiliates introducing Farallon to potential investors. Generally, neither Farallon nor the Farallon Funds compensate prime or executing brokers or their affiliates for organizing such programs, making such introductions or for any investments ultimately made by such prospective investors to any of the Farallon Funds; provided, that a Farallon Fund or Farallon may provide expense reimbursements with respect to certain capital introduction programs pursuant to applicable regulatory requirements. While such programs and introductions provided by a prime or executing broker or its affiliates may provide an incentive or influence Farallon in deciding whether to use such prime or executing broker in connection with brokerage, financing, trade execution or other activities of the Farallon Funds, Farallon will not commit to allocate a particular amount of brokerage to a prime or executing broker in any such situation.

- 80 -

Directed Brokerage Not applicable. B. Order Aggregation Farallon and FPLLC are authorized (but not obligated) to combine, and do combine, purchase or sale orders on behalf of the Farallon Funds and allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts. Trade Errors Pursuant to the exculpation and indemnification provisions of each Farallon Fund’s constituent documents, Farallon generally will not be liable to the Farallon Funds for any act or omission, absent bad faith, willful misconduct or gross negligence, and the Farallon Funds generally will be required to indemnify such persons against any losses they may incur by reason of any act or omission related to the Farallon Funds, absent bad faith, willful misconduct or gross negligence. As a result of these provisions, the Farallon Fund (and not Farallon) will be responsible for any losses resulting from trading errors and similar human errors, absent bad faith, willful misconduct or gross negligence. Trading errors might include, for example, (i) the placement of orders (either purchases or sales) in excess of the amount of securities or instruments Farallon intended to trade; (ii) the sale of a security or instrument when it was intended to have been purchased; (iii) the purchase of a security or instrument when it was intended to have been sold; or (iv) the purchase or sale of the wrong security or instrument. Given the large volume of transactions executed by Farallon on behalf of the Farallon Funds, investors should assume that trading errors (and similar errors) will occur and that the Farallon Funds will be responsible for any resulting losses from trading errors and similar errors, even if such losses result from the negligence (but not gross negligence) of Farallon’s personnel. Such trade errors could result in substantial losses to the Farallon Funds. In determining whether Farallon’s personnel have satisfied the standard of care such that the Farallon Funds are responsible for a loss resulting from a trade error, Farallon will have a conflict of interest between its economic interest and the economic interest of the Farallon Funds. The determination of whether Farallon’s personnel have satisfied their standard of care will not be based solely on the conduct of the specific Farallon personnel with respect to the specific trade error at issue, but rather in the overall context of the control and compliance environment of Farallon as it relates to trading activity.

A. Economic Benefits for Providing Services to Clients Not applicable. B. Compensation to Non-Supervised Persons for Client Referrals Not applicable.

- 82 -

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

- 59 -

Farallon generates a profit and loss report as of the end of the U.S. trading day. Mr. Nicolas Giauque, the Managing Partner of Farallon and/or Edric Saito, the Co-Head of Global Trading and a Managing Member of Farallon, along with other Farallon personnel, generally review the profit and loss reports as of the end of the U.S. trading day. The Farallon Advisers’ senior investment principals also review the profit and loss reports with respect to the portion of the - 81 -

Farallon Funds’ portfolio managed by the Farallon Advisers. Position sizing and concentration analysis is initially performed by each Farallon or Farallon Adviser Investment Professional in respect of a particular position and is generally supervised by the respective Farallon Managing Member or Farallon Adviser principal. Investment committees also are convened to consider and approve investments in and material changes to certain strategy-specific fund investments and/or Special Investments. Farallon also has a Risk Management Committee, comprised of Mr. Giauque, the Managing Partner, the Executive Chair, the Head of Risk, the Chief Financial Officer, and one or more Investment Professionals who are Farallon Managing Members. The Co-Heads of Global Trading and the Chief Operating Officer also attend these meetings from time to time. The Risk Management Committee meets once every other month or more frequently when necessary to analyze investment risk exposure, and reviews the portfolio’s exposures and hedges, concentration, leverage, performance, and various metrics (e.g., beta, correlation, and various stress tests). Interim reviews may be triggered by unusual activity or special circumstances on a case-by-case basis. Farallon generally provides the following regular reports to investors in the Farallon Funds: (i) if applicable, the annual audited financial statements of the applicable Farallon Fund are sent to investors within 120 days, and in the case of FIH, within 180 days after the end of each fiscal year; and (ii) a report or statement on the affairs or performance of the applicable Farallon Fund is sent to all active investors monthly, quarterly or semi-annually, as applicable. Additional written information varies by Farallon Fund. Certain types of portfolio information or analysis may be available to certain investors in certain of the Farallon Funds that are not incorporated into Farallon’s regular reporting for such Farallon Funds. Such disclosure is based on Farallon’s determination of what information is appropriate to provide, is made on a strictly confidential basis and is subject to contractual restrictions on use. Reporting with respect to certain Farallon Funds is established pursuant to each fund’s constituent documents and may be subject to negotiation.

Farallon has custody of all Farallon Funds’ assets and is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). The beneficial owners of Farallon Funds that are structured as non-pooled investment vehicles or do not undergo an annual audit have access to and/or receive account statements at least quarterly from such Farallon Funds’ qualified custodians to the extent such Farallon Funds have an account at a qualified custodian. Farallon urges such beneficial owners and clients to carefully review such statements and compare such statements from the qualified custodian to the statements received from Farallon. In addition, with respect to these Farallon Funds, Farallon has or will enter into a written agreement with an independent public accountant to conduct an annual surprise verification examination, as required by the Custody Rule. With respect to certain of the Farallon Funds that are pooled investment vehicles, such funds are generally subject to audit and deliver their audited financial statements to their investors within 120 days of the applicable fiscal year-end, and therefore Farallon is not required to comply with the account statement delivery and surprise exam requirements under the Custody Rule because it complies with the provisions of the socalled “Pooled Vehicle Annual Audit Exception”.

Unless otherwise specified, Farallon has discretionary trading authority with respect to each Farallon Fund, as described in Item 4. Farallon’s investment decisions and advice with respect to each Farallon Fund are subject to each fund’s investment objectives, limitations and guidelines, as set forth in its constituent documents. Farallon or an affiliate thereof has entered into an investment management agreement, limited partnership agreement, or similar agreement, with each Farallon Fund, or beneficial owner of each managed account, pursuant to which Farallon or an affiliate thereof is granted discretionary trading authority.

SEC Rule 206(4)-6 requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. Investors in a Farallon Fund cannot direct the voting of securities. Farallon has adopted proxy voting policies (the “Proxy Voting Policies”), which are intended to conduct Farallon’s voting on proxy matters in the interests of the Farallon Funds and address how Farallon resolves conflicts of interest that may arise when voting proxies. The general policy when voting proxies relating to public securities held by the Farallon Funds is to vote in a manner that serves the best interests of the Farallon Funds, as determined by Farallon in its discretion. Although Farallon generally votes all proxies that it receives for the Farallon Funds, there may be times when Farallon does not vote proxies, provided Farallon determines that not voting is in the best interest of the Farallon Funds. In making such a determination, Farallon will consider various factors, including, but not limited - 83 -

to: (i) the cost associated with exercising the proxy (e.g., translation or travel costs); (ii) any legal restrictions on trading resulting from the exercise of a proxy; and (iii) whether Farallon has sold the underlying securities since the record date for the proxy. Farallon has developed procedures designed to address conflicts of interest that may arise between the interests of the Farallon Funds, on the one hand, and the interests of Farallon or its affiliates, on the other hand. Farallon may address matters involving such conflicts in a variety of ways including, if appropriate, delegating a voting decision for a proxy proposal to an independent third-party. Investors may obtain a copy of the Proxy Voting Policies and the proxy voting record relating to the Farallon Funds in which they have invested by contacting Farallon’s Investor Relations department.

Not applicable.