FINDELL CAPITAL MANAGEMENT LLC

Findell Capital Management LLC (the “Adviser”) is an investment adviser with its principal place of business in New York, New York. The Adviser commenced operations as an investment adviser on April 5th, 2019 and became registered with the Securities and Exchange Commission of the United States in April 2024. The Adviser’s principal investment objective is to generate risk-adjusted returns that outperform various benchmark indices (the “Strategy”). The Adviser seeks to achieve this objective through the application of the Adviser’s Key Investment Factors (“KIF”) framework primarily on small cap equities (less than $5 billion in market value). The Adviser manages a US master fund in a “mini-master” fund structure with an exempted company organized under the laws of the Cayman Islands (the “Offshore Fund”), which invests substantially all of its assets in the master fund. Other investment entities also may be formed in the future to invest in the master fund. Finn Management GP LLC, a limited liability company organized under the laws of Delaware, serves as the general partner (the “General Partner”) of the fund structure. Under the Limited Partnership Agreement (as the same may be amended, supplemented or revised from time to time, the “Partnership Agreement”), the General Partner is primarily responsible for the management of the Strategy. As the Adviser to the Strategy is responsible for the formulation and implementation of the Strategy, evaluating and monitoring investments by the Strategy and makes all investment decisions for the Strategy. The Adviser was formerly known as FIN Capital Management LLC. Both the General Partner and the Adviser are controlled by Brian Finn. As of December 31, 2025, the Adviser has approximately $375,780,755 in regulatory assets under management on a discretionary basis and $0 on a non-discretionary basis.

Fees

Investors in the Strategy will generally be subject to (i) a quarterly management fee, payable in advance equal to 1/4th of 1.50% (1.50% per annum) of such investor’s capital account balance as of the beginning of each quarter; and (ii) an annual performance allocation equal to 20% of each investor’s ratable share of the fund’s profits for such year, but only to the extent that such profits exceed such investor’s “high water mark.”

The Adviser allocates expenses to each client in accordance with the client's arrangements with the Adviser (including applicable client disclosures). The Adviser seeks to allocate common client expenses among multiple clients in a fair and reasonable manner, for example pro rata pro rata based on the clients’ respective net asset values.

Investment Objective The Adviser’s investment objective is to seek to generate risk-adjusted returns that outperform various benchmark indices in a concentrated equity portfolio with a long bias that focuses largely

on special situations within smaller cap equities (less than $5 billion in market cap). Special situations include not just corporate actions (e.g. spin-offs and lawsuits) but all complex situations where information asymmetries can lead to valuation discrepancies. The Adviser analyzes these opportunities through the key investment factors rubric (“KIF”). KIF is an analytical framework that reduces investment decision making to a few key drivers and then exhaustively diligences those drivers. The KIF framework’s goal is to produce a concentrated portfolio of long and short positions where there is a catalyst map for bridging these valuation discrepancies. Controlling risk is accomplished through holding cash, limiting exposures and cutting losses at certain percentage levels as well as alpha shorts. The industry focus is relatively agnostic and driven by top-down views. Limits of Description of Investment Program The development of an investment program is a continuous process, and the Adviser is not limited by the above discussion of the investment program. The Adviser is constantly researching, developing, and implementing new methods and techniques to be utilized as part of the overall investment program. The Adviser has wide latitude to invest or trade the Strategy’s assets, to pursue any particular strategy or tactic. The investment program imposes no significant limits on the types of instruments in which the Adviser may take positions, the types of positions it may take, its ability to borrow money, or the concentration of investments. Prospective investors must recognize that there are inherent limitations in all descriptions of investment processes due to the complexity, confidentiality, and subjectivity of such processes. The investment Strategy used for any fund may differ from those used by the Adviser with respect to other accounts we manage. General Investment Risks. 

The Partnership’s success depends on the Adviser’s ability to implement its investment strategy. Any factor that would make it more difficult to execute timely trades, such as a significant lessening of liquidity in a particular market, may also be detrimental to profitability.

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No assurance can be given that the investment Strategy to be used by the Adviser will be successful under all or any market conditions.

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The Adviser may increase its cash position when the Adviser deems it prudent or when a defensive position is warranted in light of market conditions. During such times, interest income will increase and may constitute a large portion of the return and the Adviser will not participate in market advances or declines to the extent that it would have if it had been more fully invested.

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A potential investor in the Adviser should note that the prices of the securities and other instruments in which the Adviser invests may be unavailable.

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Market movements are difficult to predict and are influenced by, among other things, government trade, fiscal, monetary and exchange control programs and policies; changing supply and demand relationships; national and international political and economic events; changes in interest rates; and the inherent volatility of the marketplace.

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Governments from time to time intervene, directly and by regulation, in certain markets, often with the intent to influence prices directly. The effects of governmental intervention may be particularly significant at certain times in the financial instrument and currency markets, and such intervention (as well as other factors) may cause these markets and related investments to move rapidly.

Investment and Trading Risks. All investments involve the risk of a loss of capital. No guarantee or representation is made that the Adviser’s investment program will be successful, and investment results may vary substantially over time. Instruments Traded Equity Securities. The value of the equity securities held by the Strategy is subject to market risk, including changes in economic conditions, growth rates, profits, interest rates and the market’s perception of these securities. While offering greater potential for long-term growth, equity securities are more volatile and riskier than some other forms of investment. Debt and Other Income Securities. The Strategy may invest in fixed-income and adjustable-rate securities. Income securities are subject to interest rate, market and credit risk. Interest rate risk relates to changes in a security’s value as a result of changes in interest rates generally. Even though such instruments are investments that may promise a stable stream of income, the prices of such securities are inversely affected by changes in interest rates and, therefore, are subject to the risk of market price fluctuations. In general, the values of fixed income securities increase when prevailing interest rates fall and decrease when interest rates rise. Because of the resetting of interest rates, adjustable-rate securities are less likely than non-adjustable rate securities of comparable quality and maturity to increase or decrease significantly in value when market interest rates fall or rise, respectively. Market risk relates to the changes in the risk or perceived risk of an issuer, industry, country or region. Credit risk relates to the ability of the issuer to make payments of principal and interest. The values of income securities may be affected by changes in the credit rating or financial condition of the issuing entities. Income securities denominated in non-U.S. currencies are also subject to the risk of a decline in the value of the denominating currency relative to the U.S. dollar. The debt securities in which the Strategy may invest are not required to satisfy any minimum credit rating standard and may include instruments that are considered to be of relatively poor standing and have predominantly speculative characteristics with respect to capacity to pay interest and repay principal. The Strategy may invest in bonds rated lower than investment grade, which may be considered speculative. The Strategy may also invest a substantial portion of its assets in highrisk instruments that are low rated, unrated or in default.

High-Yield Securities. The Strategy may invest in high-yield securities. Such securities are generally not exchange traded and, as a result, these instruments trade in a smaller secondary market than exchange-traded bonds. In addition, the Strategy may invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. (The Strategy is not required to hedge and may choose not to do so.) Highyield securities that are below investment grade or unrated face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates and tend to be more sensitive to economic conditions than are higher- rated securities. Companies that issue such securities are often highly leveraged and may not have available to them more traditional methods of financing. It is possible that a major economic recession could disrupt severely the market for such securities and may have an adverse impact on the value of such securities. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default of such securities. Small- and Medium-Capitalization Stocks. The Strategy may invest its assets in stocks of companies with smaller market capitalizations. Small- and medium-capitalization companies may be of a less seasoned nature or have securities that may be traded in the over-the-counter market. These “secondary” securities often involve significantly greater risks than the securities of larger, better-known companies. In addition to being subject to the general market risk that stock prices may decline over short or even extended periods, such companies may not be well- known to the investing public, may not have significant institutional ownership and may have cyclical, static or only moderate growth prospects. Additionally, stocks of such companies may be more volatile in price and have lower trading volumes than larger capitalized companies, which results in greater sensitivity of the market price to individual transactions. Accordingly, investors in the Strategy should have a long-term investment horizon. Small- and medium-capitalization securities may be followed by relatively few securities analysts with the result that there is generally less publicly available information concerning these securities compared to exchange-listed securities of larger companies. The securities of these companies have more limited trading volumes than those of larger issuers and may be subject to more abrupt or erratic market movements than the securities of larger, more established companies or the market averages in general, and the Strategy may be required to deal with only a few market makers when purchasing and selling these securities. Transaction costs in small- and mediumcapitalization stocks may be higher than those involving larger capitalized companies. Companies in which the Strategy may invest may also have limited product lines, markets or financial resources, may lack management depth and may be more vulnerable to adverse business or market developments. New Issues. The Strategy may invest in “New Issues” as that term is defined in the New Issues Rules (as defined herein). Such investments offer the opportunity for significant appreciation;

however, they are speculative and involve a high degree of risk. It is characteristic of the initial public offering market that certain companies may be extremely successful, while a much higher percentage of new public companies fail. Thus, the risk of investing in initial public offerings is substantially greater than investing in the stock market as a whole. Restricted Partners and Covered Partners may be precluded from participating, in whole or in part, in the Strategy’s investments in New Issues, subject to the “de minimis” exception under the New Issues Rules. To the extent that a potential Partner is “restricted” or a “covered person,” an investment in the Strategy may not yield the performance results that may be achieved by those investors that are entitled to receive all allocations with respect to New Issues. Any Partner who does not provide the Strategy with sufficient information to show that such Partner is not a restricted person or a covered person will be presumed to be a restricted person or a covered person and may receive reduced allocations with respect to New Issues and any profit therefrom. Exchange Traded Funds. The Strategy may invest in a type of investment company called an exchange-traded fund (“ETF”). ETFs are a type of investment security representing an interest in a passively managed portfolio of securities selected to replicate a securities index, such as the S&P 500 Index or the Dow Jones Industrial Average, or to represent exposure to a particular industry or sector. Unlike open-end mutual Strategy, the shares of ETFs and closed-end investment companies are not purchased and redeemed by investors directly with the fund, but instead are purchased and sold through broker-dealers in transactions on a stock exchange. Because ETF and closed-end fund shares are traded on an exchange, they may trade at a discount from or a premium to the net asset value per share of the underlying portfolio of securities. As a relatively new type of security, the trading characteristics of ETFs may not yet be fully developed or understood by potential investors. In addition to bearing the risks related to investments in equity securities, investors in ETFs intended to replicate a securities index bear the risk that the ETFs performance may not correctly replicate the performance of the index. Investors in ETFs, closed-end Strategy and other investment companies bear a proportionate share of the expenses of those Strategy, including management fees, custodial and accounting costs, and other expenses. Trading in ETF and closed- end fund shares also entails payment of brokerage commissions and other transaction costs. Exchange-traded Notes. The Strategy may invest in exchange-traded notes (“ETN”). ETNs are senior, unsecured, unsubordinated debt securities whose returns are based on the performance of a particular market index or other reference asset minus applicable fees. ETNs are listed on an exchange and trade in the secondary market. However, an ETN can also be held until maturity, at which time the issuer pays a return linked to the performance of the market index or other reference asset to which the ETN is linked minus certain fees. ETNs do not make periodic coupon payments and principal typically is not protected. The value of an ETN may be influenced by, among other things, time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in applicable interest rates, the performance of the market index or other reference asset, changes in the issuer’s credit rating, and economic, legal, political or geographic events that affect the market index or other reference asset. ETNs are also subject to the counterparty credit risk of the issuer.

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The Adviser’s Clients are private pooled investment vehicles. With respect to a Client that is a pooled investment vehicle, initial and additional subscription minimums are disclosed in the pooled investment vehicle’s Memorandum. Additionally, the Adviser may provide sub-advisory services to unaffiliated private funds managed by a third-party and investment advisory services to SMAs, provided such SMAs meet certain size and other appropriate criteria as determined by the Adviser in its sole discretion on a case-by-case basis.

Performance Based Fees

The Adviser and its investment personnel extend investment management services across portfolios for multiple Clients. The Adviser is eligible for performance-based compensation, as detailed the Strategy’s private placement memoranda. Certain Client accounts may feature higher asset-based fees or more favorable performance-based compensation arrangements than others, potentially creating a situation where one account is prioritized over another. This scenario arises because the Adviser may have a greater incentive to favor accounts that yield more favorable compensation or higher fees, either directly or indirectly. Given that the Adviser oversees multiple Client accounts with varying fee arrangements, potential conflicts of interest may emerge. To address these concerns, the Adviser has instituted policies and procedures designed to manage conflicts stemming from the simultaneous management of Client accounts. The Adviser ensures equitable treatment of accounts with substantially similar investment objectives, subject to any specific investment restrictions. Regular performance comparisons among similarly managed Client accounts are conducted to identify and address any unexplained significant discrepancies. The Adviser is not obligated to purchase or sell a security for any Client solely because it does so for another Client if, in its reasonable judgment, the security is not deemed suitable, practical, or desirable for the specific Client. In instances where orders are aggregated, the Adviser ensures price averaging for Client orders. Moreover, the Adviser's procedures include objective allocation for limited opportunities, such as initial public offerings and private placements, to guarantee fair and equitable distribution among eligible accounts.

Management and employees of the Adviser plan to dedicate substantially all of their professional efforts to the Adviser and currently have no significant outside business interests. Prior to engaging in any outside business activities, employees will be required to pre-clear such activities with the Adviser’s Chief Compliance Officer (the “CCO”) and/or manager.

The Adviser has instituted a Code of Ethics ("Code"), binding the Adviser, its related persons, and all Adviser Employees to prioritize the interests of our Clients over their own and to conduct themselves with honesty and fairness in all dealings with Clients. Additionally, adherence to the Adviser's policies, along with compliance with applicable federal securities laws, is mandatory for all Adviser personnel. The Adviser and its Employees may engage in exchanges of gifts, services, or other items with entities conducting or potentially conducting business with or on behalf of the Adviser. Policies and procedures govern such exchanges, including quarterly disclosure of gifts and business entertainment exceeding certain de minimis thresholds and pre-clearance by the Chief Compliance Officer above a specified de minimis threshold. In the course of its activities, the Adviser may come into possession of confidential or material nonpublic information about issuers. The Adviser is prohibited from improper disclosure or use of such information for its benefit or any other person's benefit, irrespective of whether that person is a Client. The Adviser maintains and enforces policies to restrict communication of such information to those with a legitimate need, ensuring compliance with applicable law. In certain situations, the Adviser may possess confidential or material nonpublic information that, if disclosed, could impact a decision to buy, sell, or hold a security. The Adviser is prohibited from communicating such information to the Client or using it for the Client's benefit, with no responsibility or liability to the Client, as per the Adviser's policies designed to ensure compliance with applicable law. Moreover, the Adviser or its Employees may personally acquire securities recommended to Clients, potentially leading to conflicts of interest and affecting Clients adversely. These practices may compromise the Adviser's objectivity and harm Clients by impacting the execution price of their trades. The Adviser has also adopted a Code of Ethics obligating all partners, officers, and employees (collectively, "Adviser Employees") to prioritize the interests of Adviser's Clients over personal

interests and to act honestly and fairly in all dealings. Personal account trading procedures within the Code include preclearance approval through prohibition on executing personal securities transactions in certain situations, restrictions on liquidating reportable securities held for less than 60 days, and restrictions on acquiring beneficial ownership in securities in initial public offerings. Adviser’s Employees are required to execute an annual online certificate acknowledging their receipt and compliance with the Code. The Code serves as a standard of business conduct, reflecting the Adviser's fiduciary obligations, supervisory requirements, and compliance with applicable federal securities laws, with procedures to prevent the misuse of material nonpublic information by Adviser Employees.

The Strategy’s accounts will be maintained with such brokers and custodians as the Adviser may designate from time to time. The Adviser has complete discretion regarding the selection of such brokers and the amount of brokerage commissions and fees paid to such brokers. Brokerage fees paid by the Strategy to brokers vary and may be greater than those typical for investment Strategy similar to the Strategy if the Adviser has determined that the research, execution and other services rendered by a particular broker merit greater than typical fees. The Adviser makes investment decisions and arranges for the placement of buy and sell orders and the execution of portfolio transactions for the Strategy. In arranging for the execution of portfolio transactions on behalf of the Strategy, the Adviser seeks to obtain best execution on behalf of the Strategy. The Adviser has discretion to execute trades, select broker-dealers and negotiate commissions. In selecting broker-dealers, the Adviser seeks those broker-dealers who can provide best execution of transactions under the circumstances. The principal factors determining this selection are: (1) a broker’s ability to access markets and effectively execute transactions; and (2) the net prices for such transactions. “Best execution” is not synonymous with lowest brokerage commission. Consequently, in a particular transaction the Strategy may pay a brokerage commission in excess of that which another broker might have charged for executing the same transaction. The Adviser may generate “soft dollars” with respect to the Strategy’ trades; if it does so, the Adviser intends to comply with the safe harbor of Section 28(e) of the Securities Exchange Act of 1934, as amended. Under “soft dollar” arrangements, the brokerage firms would provide or pay the costs of certain services, equipment or other items for the benefit of the Strategy, the Adviser, or one or more of their affiliates in consideration of the allocation to the firm of brokerage transactions (with resulting commission income) made on behalf of the Strategy on both an agency and net basis. Services that may be furnished or paid for by brokers or dealers may include, without limitation (in addition to the research products and services described below) special execution capabilities, clearance, settlement, net pricing, online pricing, block trading and block positioning capabilities, willingness to execute related or unrelated difficult transactions in the future, performance measurement data, consultations, financial strength and stability, efficiency of

execution and error resolution, availability of stocks to borrow for short sales, custody, recordkeeping and similar services. Although these soft dollar arrangements may benefit the Strategy and the Adviser by reducing their respective expenses, the amount of the Management Fees payable to the Adviser will not be reduced. Because such services could be considered to benefit the Adviser and its affiliates, and the “soft dollars” used to acquire them are the assets of the Strategy, the Adviser could be considered to have a conflict of interest in allocating brokerage business on behalf of the Strategy. The Adviser believes, however, that to the extent it makes allocations of brokerage business and soft dollar arrangements, these would generally enhance the Strategy’ ability to obtain research and optimal execution, as well as other benefits to the Strategy. Notwithstanding the foregoing, the Strategy will not necessarily benefit from all such soft dollar services. The Adviser and its affiliates and the Other Accounts they may advise may also derive substantial benefits from these services, particularly to the extent the Adviser uses soft dollars to pay for expenses it would otherwise be required to pay itself. Furthermore, because the extent of the products and services provided by these brokers will be based largely on the volume of commissions generated by the Strategy’ trading activities, these soft dollar arrangements may create an incentive for the Adviser to increase the volume of the Strategy’ trading activities. Under Section 28(e) of the U.S. Securities Exchange Act of 1934, the Adviser’s use of the Strategy’ commission dollars to acquire “research” products and brokerage services is not a breach of the Adviser’s fiduciary duty to the Strategy--even if the brokerage commissions paid are not the lowest available--as long as (among other requirements) the Adviser determines that the commissions are reasonable in relation to the value of the brokerage services and the “research” acquired. For these purposes, “research” means services or products used to provide lawful and appropriate assistance to the Adviser in making investment decisions for all of its clients. The types of “research” the Adviser may acquire include: research reports on or other information about particular companies or industries; economic surveys and analyses; recommendations as to specific investments; financial publications; portfolio evaluation services; financial database software and services; computerized news and pricing services; quotation equipment and other computer hardware for use in running software used in investment decision making; and other products or services that may enhance the Adviser’s investment decision making. Research obtained by the use of “soft dollars” arising from the Strategy’ portfolio transactions may be used by the Adviser or its affiliates in its other investment activities and may benefit the Other Accounts, and the Strategy therefore may not, in any particular instance, be the direct or indirect beneficiary of the research provided. Where a product or service obtained with soft dollars provides assistance both within the safe harbor created by Section 28(e) and outside of the safe harbor, the Strategy will make a reasonable allocation of the cost that may be paid for with soft dollars and pay the remaining portion using the Adviser’s own hard dollars. The “safe harbor” is not available where the transactions that compensate a broker-dealer for “research” services or products are effected on a principal basis, with a markup or markdown paid to the broker-dealer (e.g., in transactions with market makers). The Adviser intends generally to consider the amount and nature of services provided by brokers as well as the extent to which such services are relied on and will attempt to allocate a portion of the brokerage business of the Strategy and any such Other Accounts and entities on the basis of such considerations. The services received from brokers, however, may be used by the Adviser, its

affiliates and principals in servicing some or all of such Other Accounts and entities, but not all such information may be used by the Adviser in connection with the Strategy. The Adviser believes that such an allocation of brokerage business will help the Strategy to obtain research and execution capabilities and provides other benefits to the Strategy. If, in the Adviser’s reasonable judgment, the aggregation of sale and purchase orders of securities for the Strategy with similar orders for the Other Accounts is reasonably likely to result in administrative convenience or an overall economic benefit to the Strategy based on an evaluation that the Strategy is benefited by relatively better purchase or sale prices, lower commission expenses or beneficial timing of transactions or a combination of these and other factors, the Adviser may place “bunched orders” with respect to such trades. A bunched order is a group of orders for more than one client entered as one order. Bunched orders will be allocated to client accounts in a systematic non-preferential manner. If the bunched order does not fill at one price, resulting in partial fills, allocations to client accounts will be made on an average pricing basis. Average pricing amounts to adding up all the buys or sells at their particular price levels, multiplied by the number of contracts at each particular price level, and dividing by the total number of contracts to determine an average price for the whole bunched order. This is standard industry practice and the Strategy’ brokers will facilitate the process. The Adviser is authorized to determine the brokers or dealers to be used for each securities transaction for the Strategy. Custody of the Strategy’ investments will be maintained at one or more financial institutions or brokerage firms selected by the Adviser, under appropriate arrangements.

The Adviser is compensated exclusively by its clients and investors for providing investment advice. The Adviser may enter into compensation arrangements with placement agents for introducing potential investors to the Fund. In such instances, the Firm will comply with the requirements of Section 206(4)-1 of the U.S Investment Advisers Act of 1940 in the event that cash compensation is made for client solicitations..

We have no disciplinary information to report.

The Adviser's investment team routinely assesses each Client portfolio to validate trades and evaluate whether current market conditions warrant maintaining specific securities positions. Simultaneously, the administrator conducts regular reviews of each Client's portfolio, focusing on positions, Client performance, trades, settlement accuracy, while the Compliance group ensures daily compliance with Client account guidelines, restrictions, limitations, and regulatory filing thresholds. In response to significant market events, changes in a Client's investment objectives, or specific arrangements with particular Clients, more frequent reviews of Client accounts may be triggered. Clients provide reports to their investors as outlined in the respective Memorandum or detailed in the constituent documents. Investors in Adviser's Funds can expect to receive monthly capital statements detailing account information, including beginning and ending equity on a monthly basis. Additionally, investors receive annual audited financial statements and K-1s (if applicable).

The Adviser complies with Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended, by meeting the conditions of the pooled vehicle annual audit provision.

The Adviser delivers investment advisory services to Clients on a discretionary basis. Before taking on the responsibility of managing a Client's assets, the Adviser establishes an investment management agreement or a similar document outlining the extent of the Adviser's discretion, including any investment restrictions specific to the Client's portfolio. In the absence of specific instructions from a discretionary Client, the Adviser is empowered to determine (a) the selection of securities to be bought or sold for the Client account, adhering to the constraints outlined in the relevant investment management agreement and any specified investment restrictions, and (b) the quantity of securities to be transacted for the Client account. Due to variations in Client investment objectives, Strategy, risk tolerances, tax statuses, and other criteria, there may be divergences in the positions and securities held among Clients.

Proxy Voting

In cases where the Adviser holds delegated proxy voting authority on behalf of the Strategy, it adheres to established proxy voting policies and procedures. These protocols are designed to ensure that when the Adviser exercises proxy votes for Client securities, such decisions align with the best interests of the Clients. The Adviser generally votes proxies in the best interests of each individual fund, potentially leading to varying voting outcomes for proxies related to the same issuer.

This Item 18 is not applicable.