Finepoint Capital LP

Finepoint Capital LP (“Finepoint” or “the Firm”) was founded in March 2013 and is organized as a Delaware limited partnership. Herbert Wagner (the “Principal”) is the founder of Finepoint and Managing P a r t n e r of the General Partner of Finepoint. Mr. Wagner and his immediate family members are the owners of the Firm. Mr. Wagner is responsible for the management of each of the portfolios, Finepoint Capital Partners I, L.P. (“Finepoint Capital I”) and Finepoint Capital Partners II, L.P. (“Finepoint Capital II” and together with Finepoint Capital I, the “Funds” or the “Finepoint Capital Funds”). FPCap LLC is the General Partner of Finepoint. Mr. Wagner is supported by a team of investment and operational professionals, including Steven Lefkowitz (Partner and President), Erin Stoller (Partner and Chief Financial Officer) and Stacy Vezina (Chief Legal Officer/Chief Compliance Officer). Finepoint serves as the Investment Manager and provides discretionary advisory services to the Funds. The Funds will generally invest, subject to tax, legal or other considerations, pari passu w i t h each other. The Firm may, in the future, organize additional investment vehicles that follow an investment strategy similar to or different from the investment program of the Funds. The investment objective of the Funds is to achieve attractive absolute returns on a long-term, riskadjusted basis, while emphasizing capital preservation. To achieve the objective, the Funds will employ an opportunistic, deep-value investment strategy combined with an analytically rigorous, fundamental approach to identifying and assessing value. The Funds will invest when the Investment Manager considers that risk is attractively priced and will hold cash when t h e I n v e s t m e n t M a n a g e r c o n s i d e r s t h a t opportunities are not compelling on an absolute, risk-adjusted basis. Finepoint provides investment advice directly to the Funds and not individually to a Fund’s limited partners or investors. Investment restrictions for the Funds, if any, are generally established in the applicable Fund’s limited partnership agreement, private placement memorandum or investment management agreement (collectively, a Fund’s “Governing Documents”). As of December 31, 2025, Finepoint managed $5.01 billion on a discretionary basis a n d $0 on a nondiscretionary basis.

As provided under each Fund’s Governing Documents, Finepoint or its affiliates will receive from the Funds both a quarterly management fee (the “Management Fee”) and an annual performance allocation (the “Performance Allocation”) based on the performance of the Funds, as described further below. Although the Firm has entered into agreements with the Funds providing for the fees or allocations described below, Finepoint may negotiate alternative fees or allocations on a client-by-client basis with other funds or separate account clients that it manages in the future. Finepoint Partners, LLC, the General Partner of each Fund (the “General Partner”) also retains the ability to, in its sole discretion, waive, reduce or rebate the Management Fee and/or Performance Allocation with respect to certain limited partners of each Fund, (and does waive such fees for affiliates of the General Partner and/or Finepoint); provided, however, that no such waiver, reduction or rebate will adversely impact any other limited partner in a Fund or cause them to bear a higher portion of the Management Fee and/or Performance Allocation than they would otherwise bear absent such waiver, reduction or rebate. Finepoint deducts its Management Fee from each Fund generally quarterly in advance. Each Limited Partner shall be charged its pro rata share of the Management Fee, which will be equal to the Management Fee Rate multiplied by the balance in such Limited Partner’s capital account (including, for such purpose, amounts attributable to Designated Investments, valued at the Designated Investment Carrying Value, and computed prior to the allocation or accrual of any Performance Allocation) calculated at the beginning of

the then current fiscal quarter. The “Management Fee Rate” is (i) 0.375% (approximately 1.5% annualized) with respect to capital accounts of Limited Partners of the Partnership, limited partners of Finepoint Capital II and any other funds or accounts managed by the Investment Manager, collectively, in an aggregate amount up to and including (A) $1 billion, prior to January 1, 2024, or (B) $650 million, beginning January 1, 2024 (such $1 billion and $650 million threshold, as applicable, the “Management Fee Threshold”), and (ii) 0.25% (approximately 1.0% annualized) with respect to capital accounts in excess of such amount. Capital accounts of Limited Partners of the Partnership, limited partners of Finepoint Capital II, or limited partners or other investors in other funds or accounts managed by the Investment Manager who are affiliates or employees of the General Partner or the Investment Manager and do not bear a Management Fee (“Excluded Capital Accounts”) do not count toward the Management Fee Threshold. The Management Fee Threshold will be allocated pro rata among the Partnership, Finepoint Capital II and any other funds or accounts managed by the Investment Manager, based on their respective aggregate capital accounts (other than Excluded Capital Accounts) as of the beginning of such fiscal quarter and will be allocated pro rata among capital accounts of Limited Partners of the Partnership, capital accounts of limited partners of Finepoint Capital II and the capital accounts or other investments of limited partners or other investors of any other funds or accounts managed by the Investment Manager (in each case, other than Excluded Capital Accounts) based on their respective balances as of the beginning of such fiscal quarter. A limited partner of a Fund that withdraws all or a portion of its interest in a Fund other than at the end of a quarter shall be reimbursed a pro rata portion of the Management Fee for such quarter. The General Partner receives a Performance Allocation of 20% from the Funds on an annual basis in arrears and upon withdrawals by investors in the Funds, subject to a “high water mark.” For a further discussion of the Performance Allocation and the “high water mark”, please see Item 6. In addition to the Management Fee and the Performance Allocation, and consistent with the Funds’ Governing Documents, each Fund will bear the costs and expenses related to its investments and its operations, including, without limitation: brokerage and other transaction costs; clearing and settlement charges; trade break fees; consulting expenses; research and due diligence expenses (whether or not the related investment is consummated); expenses incurred in connection with Finepoint or any investment team member forming or serving on any creditors’ committees; legal fees and other expenses in connection with conducting due diligence and negotiating the terms of certain investments, regardless of whether such investments are consummated; custodial fees; initial and variation margin, interest and commitment fees on debit balances or borrowings; stock borrowing fees; proxy solicitation expenses; legal, audit and tax preparation expenses, accounting fees; administrator fees and expenses (including fees and expenses of the Fund’s administrator and third-party valuation services); directors fees; fees and expenses for risk management services; insurance expenses, including costs of any liability insurance obtained on behalf of the Fund (including, without limitation, directors and officers insurance); indemnification expenses; the Management Fee; regulatory costs and expenses (including filing, license and similar fees paid on behalf of a Fund, including reimbursements of any fees and expenses to advisers, service providers and other third parties); any issue or transfer taxes chargeable in connection with any securities transactions, including finders fees and commissions and discounts incurred in connection with the purchase or sale of securities; any entity level taxes and fees; costs of reporting and providing information to the partners of the Fund; costs of litigation or investigation involving the Fund’s activities; any extraordinary expenses; and to the extent applicable, a pro rata share of the fees and expenses of any other investment vehicles in which the Fund invests (including, without limitation, any management fees or performance-based compensation). Notwithstanding the foregoing, Finepoint may elect to bear certain expenses that would otherwise be borne by the Funds pursuant to the Funds’ governing documents. For more information regarding Finepoint’s brokerage practices and brokerage expenses, please see Item 12. The terms of the Funds may be altered for investors to address compliance with any law, regulation or contract applicable to such investor or, to address a tax, ERISA, legal or regulatory issue applicable to such investor or sovereign status of such investor provided, however, that no such alteration will adversely impact any other limited partner in a Fund or cause them to bear a higher portion of the Management Fee

and/or Performance Allocation than they would otherwise bear absent such alteration. Neither Finepoint nor any of its supervised persons accept any compensation (e.g., brokerage commissions) for the sale of securities or other investment products, including interests in the Funds.

Each Fund will employ an opportunistic, deep-value investment strategy combined with an analytically rigorous, fundamental approach to identifying and assessing value. Each Fund will invest when Finepoint believes that risk is attractively priced and will hold cash when opportunities are not compelling on an absolute, risk-adjusted basis. Each Fund will invest opportunistically, either directly or through a subsidiary, in various securities and other financial instruments across diverse geographies, sectors, and asset classes, with an emphasis on public markets. Each Fund may purchase or otherwise acquire and/or sell, inter alia, equities, corporate debt, distressed debt, trade claims, structured products, municipal bonds, pooled vehicles, private positions, preferred stocks, derivatives and loans. Finepoint will search for changing market conditions or inefficiencies that may create opportunities for value-oriented investing. The Firm will seek to identify opportunities where prices have become distorted for reasons unrelated to fundamental value. Asset prices may deviate from fair value for a host of reasons, including forced selling as a result of institutional restrictions, market illiquidity, uncertainty surrounding a change in a business or industry, security conversions, restructurings, or other complexities or uncertainties. Finepoint also will focus on markets that are out of favor, historically have been prone to selling for reasons other than valuation, or where research is light. Material Risks An investment in one of the Funds involves a high degree of investment risk, including the risk that the entire amount invested may be lost. A Fund will make investments using strategies and financial techniques with significant risk characteristics. No guarantee is made that the investment objectives of a Fund will be realized. Below is a list of potential investment risk factors that are reportable in this brochure. There is no guarantee that this is a complete list of the risks, that a Fund will be able to control investment risks or that the risks will not aggregate in a manner adverse to a Fund. Additional risks associated with an investment in one of the Funds are disclosed in each Fund’s Governing Documents. Investment and Trading Risks. An investment in a Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation is made that such Fund’s investment program will be successful. Finepoint will be investing substantially all of the Funds’ assets in securities, some of which may be particularly sensitive to economic, market, industry and other variable conditions. The markets in which the Funds expect to invest have in recent years experienced significant volatility and losses. No assurance can be given as to when or whether adverse events might occur that could cause immediate and significant losses to a Fund. Undervalued Securities. Finepoint’s investment strategy focuses on investing in assets that it believes are undervalued. Opportunities in undervalued securities arise from market inefficiencies or due to a lack of wide recognition of the potential impact (positive or negative) that specific events or trends may have on the value of a security. The identification of investment opportunities in undervalued securities is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer opportunities for above average capital

appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Investments in Japanese Companies. The Funds invest in securities issued by Japanese companies. Since the 1990s, the Japanese economy has faced challenges, including prolonged deflation, weak consumer demand and lack of economic growth, high levels of government indebtedness and the demographic challenges of longer life spans and declining birth rates. Since December 2012, the Japanese government has pursued economic and monetary policies known as “Abenomics,” which are intended to reverse deflation and promote growth. In recent years, Japan’s overall macroeconomic performance and corporate operating results have generally improved, but there remains uncertainty as to the efficacy and sustainability of the government’s financial policies and the prospect for future economic growth. A recent consumption tax increase, a slowdown in the global economy, a deterioration in trade relations with key trading partners, increasing government debt burdens, instability in other parts of the world, including in political and trade relations, and disruptions in global financial markets could adversely impact Japanese economic conditions, which could adversely impact the performance of the Funds’ investments in Japan. Additionally, over the last several years, Japan has enacted a series of major revisions to many of its commercial laws and regulations, including its corporate and securities laws. Because these legal reforms are extensive and there has been a lack of sufficient judicial precedent giving guidance as to proper interpretation of relevant statutes and regulations, ongoing uncertainties could arise in connection with structuring certain types of transactions in Japan. The Japanese economy continues to face certain challenges. The global outbreak of the COVID-19 pandemic has materially adversely affected the Japanese economy. Additionally, the occurrence of a large-scale natural disaster similar to the earthquake and tsunami that hit Japan in 2011 could adversely impact Japan’s economy and the Partnership’s performance. Investments in High Yield and Distressed Securities. Each Fund may invest in “below investment grade” securities and obligations of domestic and non-U.S. issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence or other problems, including companies involved in bankruptcy or other reorganization and liquidation proceedings. These securities are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Some of these securities may not be publicly traded, and it therefore may be difficult to obtain information as to the true condition of such issuers or to buy or sell these securities. Additionally, in certain periods, there may be little or no liquidity in markets for these securities. The public market prices of distressed securities may be subject to abrupt and erratic market movements and above- average price volatility, and the spread between the bid and ask prices of such securities may be greater than normally expected. It may take a substantial period of time for the market price of such securities to reflect what Finepoint believes is their intrinsic value. In addition, the concentration of hedge funds (or similar participants) as owners of distressed companies could cause the value of such securities to be depressed if the hedge funds (or similar participants) are forced to liquidate their positions due to withdrawals, a credit crunch or other events affecting such funds. Investments in distressed securities may also be affected adversely by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate or disenfranchise particular claims. Such companies’ securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In any reorganization or liquidation proceeding relating to a company in which a Fund invests, such Fund may lose its entire investment, may be required to accept cash or securities with a value less than the Fund’s original investment and/or may be required to accept payment over an extended period of time. There can be no assurance that Finepoint will correctly evaluate the value of the assets collateralizing the obligations owed to a Fund or the prospects for a successful reorganization or similar action. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that, among other things, the reorganization will be unsuccessful (due to, for example, failure to obtain requisite

approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Fund(s) of the security in respect to which such distribution was made. The administrative costs of a bankruptcy proceeding are frequently high and are paid out of the debtor’s estate before any return to creditors (other than out of assets or proceeds thereof that are subject to valid and enforceable liens and other security interests) and equity holders. In addition, the amount of certain claims that have priority by law over the claims of certain creditors (for example, claims for taxes) may be quite high. U.S. bankruptcy law permits the classification of “substantially similar” claims in a reorganization for the purpose of voting on a plan of reorganization. Because the standard for classification is vague, a Fund’s influence with respect to a class of securities may be lost by inflation of the number and the amount of claims in, or other gerrymandering of, the class. In certain transactions, the Fund may not be “hedged” against market fluctuations or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed transaction is consummated. Troubled companies and other asset-based investments also require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by the Funds. To the extent that Finepoint becomes involved in such proceedings, a Fund may have a more active participation in the affairs of the issuer than that assumed generally by an investor. In addition, involvement by the Fund in an issuer’s reorganization proceedings could result in the imposition of restrictions limiting the Fund’s ability to liquidate its position in the issuer. Finepoint, on behalf of the Fund, may elect to have representatives serve on creditors’ committees or other groups to preserve or enhance the Fund’s positions as a creditor. A member of any such committee or group may owe certain obligations generally to all parties similarly situated that the committee represents. If Finepoint concludes that its obligations owed to the other parties as a committee or group member conflict with duties owed to the Fund, it may be required to recuse itself or resign from that committee or group, and the Fund may not realize the benefits, if any, of participation on the committee or group. In addition, if the Fund is represented on a committee or group, it may be restricted or prohibited under applicable law from disposing of its investments in the applicable company. Further, the law is uncertain as to duties and restrictions applicable to an “ad hoc” creditors committee on which Finepoint participates or is deemed to participate. Investment in the debt of financially distressed companies domiciled outside the U.S. involves additional risks. Bankruptcy law and process may differ substantially from that in the U.S., resulting in greater uncertainty as to creditors’ rights, the enforceability of those rights, reorganization timing and the classification, seniority and treatment of claims. In certain countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. Investments in Bankrupt or Restructured Companies. As noted above, certain of the issuers of securities which may be purchased by a Fund, may be involved in bankruptcy or other reorganization proceedings which involve a substantial degree of risk. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. Accordingly, a bankruptcy court may approve actions that are contrary to the Fund(s). Generally, the duration of a bankruptcy case can only be roughly estimated and, as noted above, the process can involve substantial legal, professional and administrative costs to the company and a Fund; it is subject to unpredictable and lengthy delays; and during the process the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the company may not be able to reorganize and may be required to liquidate assets. Although the Funds may invest all or a portion of their assets in debt, the debt of companies in financial reorganization will in most cases not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental values. Such investments can result in a total loss of principal. The Funds may purchase creditor claims subsequent to the commencement of a bankruptcy case. Under judicial decisions, it is possible that such purchase may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in

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Finepoint currently provides investment advisory services to t h e two private Funds, Finepoint Capital I and Finepoint Capital II. Investment advice is provided directly to the Funds, subject to the discretion and control of the General Partner and not individually to the investors in the Funds. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Investment Company Act of 1940 and the Securities Act of 1933. Investors in the Funds may include, but are not limited to, high net worth individuals, family offices, funds of hedge funds, endowments, foundations, trusts, estates, charitable organizations, pension plans, limited partnerships, limited liability companies and similar entities. The minimum initial investment in each Fund is $10,000,000. The General Partner, in its sole discretion,

may accept subscriptions of a lesser amount. Finepoint may in the future provide advisory services to other funds and separately managed accounts for high net worth individuals, trusts, estates, charitable organizations, pension plans, corporations, limited partnerships, limited liability companies, and similar entities.

The General Partner is entitled to receive a Performance Allocation from each Fund at the end of each calendar year. Generally, at the end of each fiscal year, subject to the recovery of net losses allocated to the loss recovery account (as described below), the General Partner will receive an allocation from the capital account of each limited partner in each Fund (after reduction for expenses and fees incurred by such Fund) equal to 20% of the Net Increase for such fiscal year. The “Net Increase” of a capital account shall mean the excess realized and unrealized net profits over realized and unrealized net losses allocated to such capital account for such fiscal year (or other fiscal period, if applicable) prior to giving effect to any Performance Allocation. Appreciation relating to “designated investments” will not be allocated to a the capital account of a limited partner in the Fund for purposes of determining the Performance Allocation until such “designated investment” is realized or deemed realized; however, unrealized losses attributable to any decrease of the Fund’s carrying value for such “designated investment” (meaning, the lower of (i) the cost of such “designated investment” at acquisition, or (ii) the fair market value of such “designated investment”) will be taken into account for purposes of determining the Performance Allocation. “Designated investments” are investments that the General Partner, in consultation with Finepoint, determines are illiquid, restricted, or not susceptible to valuation prior to disposition or maturity, or that the General Partner, in consultation with Finepoint, otherwise determines should be held until the occurrence of certain events or for an undefined period. The General Partner will not be entitled to receive a Performance Allocation with respect to a limited partner’s capital account in the event that such capital account has aggregate net losses (that have not been decreased by aggregate net profits). Each Fund will maintain a loss recovery account (sometimes referred to as a “high water mark”) that corresponds to the capital account of each limited partner to calculate whether the General Partner will be entitled to receive such a Performance Allocation. If an investor withdraws capital from a Fund, the amount of such investor’s high water mark, if any, will be reduced in proportion to the amount of capital withdrawn. The General Partner may waive the Performance Allocation with respect to any investments by certain limited partners, and does waive the Performance Allocation for its affiliates and affiliates of Finepoint.

The General Partner has claimed an exemption from registration as a commodity pool operator with respect of each Fund, pursuant to Rule 4.13(A)(3), and Finepoint has claimed an exemption from registration as a commodity trading advisor, pursuant to Rule 4.14(A)(8), both under the Commodity Exchange Act, as amended. Neither the Firm nor any of its partners or employees (the “Employees”) are registered, nor do any of the foregoing have any applications pending to register, with the SEC as a broker-dealer or a registered representative of a broker-dealer. The General Partner, Finepoint Partners LLC, is an affiliate of Finepoint and serves as general partner to each of the Funds. For a description of material conflicts of interest created by the relationship among Finepoint and the General Partner, as well as a description of how such conflicts are addressed, please see Item 11 below. Finepoint currently has not selected any other investment advisers for the Funds. However, the Fund may invest in pooled investment vehicles or in partnerships or joint ventures with other investment advisers. In addition, in the future, the Firm may select other third-party investment advisers to manage a portion of the Funds’ assets. Any such selections will not result in the payment on a net basis of additional management fees, carried interests or performance allocations by the Funds, other than the expense of fees or allocations paid to unaffiliated investment managers of listed funds in which the Funds invest.

Pursuant to Rule 204A-1 of the Advisers Act, Finepoint has adopted a written code of ethics (the “Code of Ethics”) for all employees and partners which, among other things, governs personal securities transactions of all employees and addresses certain conflicts of interest. Employees are generally not permitted to engage in personal trading, but investment in certain asset classes is permitted. Employees may invest in certain index-based exchange traded funds (“ETFs”), and all money

market funds, open-end mutual funds, interests in 529 college savings plans and securities of the United States government. Employees may also invest in the Funds, subject to eligibility requirements. Exceptions to this policy require the approval of the Chief Compliance Officer or the Principal and are expected to be given in limited circumstances when the Chief Compliance Officer or Principal believe that conflicts, business and regulatory risks do not exist or are appropriately mitigated. A full copy of the Code of Ethics will be made available to investors upon written request. Conflicts of Interest There are certain actual and potential conflicts of interest that should be considered by prospective investors before subscribing for interests in the Funds. The General Partner, Finepoint, and their respective principals, managers, members, partners, affiliates and employees, will provide investment management and advisory services to the each of the Funds and will also provide investment management and advisory services to any co-investment vehicles. Transactions with Affiliates. If permitted under applicable law, Finepoint may, on behalf of a Fund, for liquidity, portfolio rebalancing, trade allocation or other reasons, purchase investments from, sell investments to or enter into agreements with any other Finepoint Capital Fund, or the other accounts managed by the Firm (i.e., “cross transactions”). The terms of any such cross transactions will be commercially reasonable and will not be materially less favorable to either of the Funds than those available in the market. Finepoint will receive no special fees or other compensation in connection with cross transactions. Expenses incurred in a cross transaction will be allocated equitably in the sole discretion of Finepoint between a Fund and the other parties to the cross transaction. Similarly, if a transaction is cancelled, any costs incurred will be allocated equitably in the sole discretion of Finepoint between a Fund and the other parties to the cross transaction. The Funds are generally expected to invest pari passu, subject to tax, legal or other considerations. As a general rule, allocations of purchases by the Funds are made pro rata based on each Fund’s respective percentage of aggregate net assets and sales will be allocated between the Funds in accordance with each Fund’s percentage of the aggregate position owned. To the extent any allocations are made to the Funds on a non-pro rata basis, the Principal and the Chief Compliance Officer would review and the Controller/Director of Operations or the Chief Compliance Officer would record the reason for such non-pro rata allocation. From time to time, a Fund may engage in principal transactions and certain other related-party transactions. In no event shall any such transaction be entered into unless it complies with applicable law. In such an event, the applicable Fund or Funds may select from time to time, one or more persons who shall be affiliated with one or more limited partners in a Fund to serve on a committee, the purpose of which is to consider and, on behalf of such limited partners, approve or disapprove, to the extent required by applicable law, “principal transactions” (as defined in Section 206(3) of the Advisers Act). Any such committee shall have no more than five (5) members. The General Partner shall disclose to a Fund’s limited partners the name of each member selected for such committee and their applicable affiliation with one or more limited partners in the Fund. Other Activities. The Funds will pursue the same investment objective and strategies and will generally invest, subject to tax, legal or other considerations, pari passu with each other. However, the investments by such Funds are not required to be the same, and, as a result, the performance of these entities may diverge over time. In addition, any co-investment vehicles may participate with one or more Funds in certain investments. The securities to be purchased or sold by the Funds (and any applicable co-investment vehicles) may be aggregated in order to obtain superior execution and/or lower brokerage expenses. Execution prices for identical securities purchased or sold on behalf of multiple accounts in any one day may be (but are not required to be) averaged. In such instances, allocation of prices, as well as expenses incurred in the transaction, will be made in a manner that Finepoint considers to be equitable given the circumstances. In addition, one or more of the Funds may jointly invest (or invest with other accounts managed by Finepoint) in special purpose investment vehicles established to hold certain securities.

The General Partner, Finepoint, and their respective principals, managers, members, partners, affiliates and employees (“Finepoint Personnel”), may, in the future, engage in other activities, including providing investment management and advisory services to other accounts, and such persons are not required to refrain from any activity, to disgorge profits from any such activity or to devote all or any particular amount of time or effort to any Fund. The Firm and its respective members, principals, managers, officers and employees will devote as much of their time to the activities of each Fund as Finepoint deems necessary and appropriate. Due to its investment strategy and research activities, Finepoint may not be able to take actions that might benefit any one Fund because of confidential information it acquires or obligations it incurs in connection with its activities. For example, Finepoint Personnel may serve on creditors’ committees and/or the board of directors of one or more publicly or privately traded companies, including, but not limited to, companies in which a Fund or co-investment vehicle has invested or otherwise might invest. In addition, the Firm may have a conflict of interest in rendering advice to a client because the financial benefit from managing some other client’s account may be greater (e.g., in the event that such account generates higher fees or allocations or has a larger portion of its capital attributable to Finepoint or its affiliates), which may provide an incentive to favor such other account. Further, by reason of their responsibilities in connection with other activities of the Finepoint, certain Finepoint Personnel may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The Funds will not be free to act upon any such information. Due to these restrictions, the Funds may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. In addition, from time to time, representatives of Finepoint may speak at conferences and programs for investors interested in investing in hedge funds that are sponsored by prime brokers. These conferences and programs may provide opportunities by which the Firm is introduced to potential investors in any Fund and other investment vehicles it manages. Generally, prime brokers are not compensated by Finepoint, a Fund, or potential investors for providing such “capital introduction” opportunities. In addition, prime brokers may provide financing and other services to a Fund and Finepoint. Consequently, such additional services by a prime broker may influence the Firm in deciding whether to use the services of such prime broker in connection with the activities of a Fund. Funds from time to time invest in securities of companies in which Finepoint Personnel and other related persons of Finepoint and its affiliates have previously invested for their own accounts. Furthermore, Finepoint Personnel and other related persons of the Finepoint and its affiliates from time to time invest for their own accounts in securities of companies in which the Funds have previously invested. While the significant interests of the Finepoint Personnel generally align the interest of such persons with the Funds, such persons may have differing interests from the Fund with respect to such investments (for example, with respect to the availability and timing of liquidity), creating conflicts of interest. There can be no assurance that the return of a Fund participating in a transaction would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflicts not existed. Finepoint, its affiliates, and partners, officers, principals and employees may buy or sell securities or other instruments that Finepoint has recommended to Funds. Finepoint Personnel may also buy securities in transactions offered to but rejected by Funds. A conflict of interest may arise because such investing Finepoint personnel will, for some investments, benefit from the evaluation, investigation, and due diligence undertaken by Finepoint on behalf of the Fund. In such circumstances, the investing Finepoint personnel will not share or reimburse the relevant Fund(s) and/or Finepoint for any expenses incurred in connection with the investment opportunity. Personal Trading. Finepoint Personnel are subject to a Code of Ethics. Under such Code of Ethics,

personal trading is generally only allowed in certain specified asset classes (i.e., money market funds, mutual funds, certain exchange traded funds, and treasury bills). Other personal trading transactions are generally not permitted, provided that personnel will be permitted to sell their existing holdings if the transaction is pre-cleared by the Chief Compliance Officer and the Principal of Finepoint. As a result, positions in these asset classes (and/or sales of pre-cleared securities) may be taken by Firm personnel that are the same as, different from, or made at a different time than, positions taken for any Fund. Capital Introduction. Finepoint participates in “capital introduction” programs conducted by its prime brokers, other broker-dealers and other third-party service providers. As part of these arrangements, Finepoint and its affiliates receive from brokers and other service providers introductions to potential clients and investors and information relating to investors and industry trends. In addition, Finepoint Personnel may, from time to time, participate in conferences and events sponsored by brokers and other service providers for prospective clients and investors interested in investing in hedge funds that are sponsored by such brokers or other service providers. These conferences and programs may provide opportunities by which Finepoint is introduced to potential investors in a Fund. Generally, brokers and other service providers are not directly compensated by Finepoint, the Fund, or potential investors for providing such “capital introduction” opportunities. Finepoint’s participation in capital introduction programs creates a potential conflict of interest in that it may influence Finepoint’s selection of service providers in connection with brokerage, financing and other activities for Finepoint’s clients, including the Funds. Finepoint has adopted policies and procedures reasonably designed to mitigate these potential conflicts of interest and to seek best execution for the Funds.

Finepoint is responsible for selecting broker-dealers to execute trades and negotiating any commissions paid on such transactions. The Firm’s primary consideration in placing transactions with particular brokerdealers is to obtain execution in the most effective manner possible. In general, Finepoint seeks to effect transactions for the Funds in such a manner that the total cost or proceeds to the Funds of each transaction is the most favorable under the circumstances. It is important to note that best execution is a qualitative standard; it is not measured solely by reference to commission rates or price. Paying a broker a higher commission rate than rates charged by other brokers may be appropriate when the difference in commission rate is reasonably justified by the value of brokerage services obtained for the Funds. In selecting brokers to execute trades for the Funds, Finepoint may consider the full range and quality of each broker’s services. Factors the Firm may consider include, among others: •

Financial strength, integrity and stability of the broker-dealer

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Trading expertise and experience, including the ability to minimize total trading costs and trade without impacting the market where possible

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Execution capabilities, such as adequate infrastructure for order entry, clearing and settlement, and knowledge and resources to address any complexities particular to the type of security, the market in which it trades or the size of transaction

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Commissions to be paid

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Value of research or brokerage services provided, including the quality, comprehensiveness and frequency of proprietary research and the ability of the broker to provide access to industry specialists

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Responsiveness, promptness, reliability, and overall quality of the relationship, including attentiveness to our interests, consistency of personnel, willingness to address problems and

history of dealing with us fairly and honestly •

Administrative resources, operational efficiency

Finepoint’s Trader and Principal select the brokers for trade execution on a transaction-by- transaction basis and evaluate both the qualitative and quantitative aspects of their execution services firsthand. On an annual basis, the Trader summarizes the quarterly transactions at the broker level. The Chief Compliance Officer discusses this with the Trader to gauge whether significant concentrations or unusual trends exist. Finepoint does not engage in the practice of seeking or considering client referrals from broker-dealers or directed brokerage arrangements. Use of Soft Dollars In formulating and implementing its policies with regards the use of commissions or “soft dollars” it is Finepoint’s intent to stay within the parameters of Section 28(e) of the Securities Exchange Act of 1934, as amended. In determining whether it is appropriate for Finepoint to use client commissions (“soft dollars”) to pay an executing broker-dealer more than the lowest available commission rate in order to receive a bundle of “brokerage and research services” provided by such broker-dealer, Finepoint: •

Determines whether the product or service is eligible “research” or “brokerage” under Section 28(e);

•

Determines whether the eligible product or service is used by Finepoint in the performance of investment decision-making responsibilities for discretionary client accounts;

•

With respect to a “mixed use” product or service, makes a reasonable allocation of the costs of the product or service according to its use;

•

Makes a good faith determination that the amount of client commissions paid is reasonable in light of the value of the product or service provided by the broker-dealer;

•

To the extent third-party research is proposed to be utilized, determines whether such third-party research falls within Section 28(e);

•

Determines whether the client continues to receive best execution of their transactions; and

•

Maintains the appropriate books and records relating to any soft dollar payments.

Finepoint believes that valuable brokerage and research services can be provided to the Funds by brokerage firms effecting transactions for the Funds. Accordingly, Finepoint may not seek lower brokerage commissions to the extent that doing so might detract from the provision of such brokerage and research services. Brokerage and research services may either be obtained from brokerage firms or paid for by brokerage firms and may include, but are not limited to, written information and analyses concerning specific securities, companies or sectors; news, quotations, statistics and pricing services, as well as discussions with research personnel and consultants; and software, data bases and other technical and telecommunications services and equipment utilized in the investment management process and consulting fees in connection with investigating and monitoring potential and existing investments. Commissions used to pay for research services obtained in connection with the Funds’ portfolio transactions will generally be split between the Funds pari passu, consistent with the Funds’ investments. When Finepoint uses brokerage commissions to obtain research or other products or services, Finepoint

receives a benefit because it does not have to produce or pay for such research, products or services. Finepoint may have an incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or services, rather than in Finepoint’s clients interest in receiving most favorable execution. Aggregation of Trade Orders The securities to be purchased or sold by the Funds (and any applicable co-investment vehicles) may be aggregated in order to obtain superior execution and/or lower brokerage expenses. Execution prices for identical securities purchased or sold on behalf of multiple accounts in any one day may be (but are not required to be) averaged. In such instances, allocation of prices, as well as expenses incurred in the transaction, will be made in a manner that Finepoint considers to be equitable given the circumstances. Client Referrals and Directed Brokerage Finepoint does not have any directed brokerage arrangements in place. The Firm does participate in “capital introduction” programs conducted by broker-dealers and other third-party service providers. In addition, Finepoint personnel may participate in conferences and events sponsored by brokers and other service providers for prospective clients and investors. Refer to Item 11 for additional information on potential conflicts.

Finepoint has a promoter agreement in place that allows for compensation of an outside firm for investor referrals. If an investor is introduced by the promoter, Finepoint may pay the promoter a referral fee in accordance with the requirements of Rule 206(4)-1 of the Investment Advisers Act of 1940, and any corresponding state securities law requirements. Any such referral fee shall be paid solely from Finepoint’s investment management fee and shall not result in any additional charge to the investor or Fund.

Finepoint is not aware of any legal or disciplinary events that are material to a client's or prospective client's evaluation of t h e Firm’ s advisory business or the integrity of Finepoint’s management.

The Funds’ portfolios are reviewed on a continuous basis. Finepoint’s investment personnel, including investment analysts and the Principal, hold investment meetings to discuss investment ideas, investment strategies, economic developments, current events, and other issues related to current portfolio holdings and potential investment opportunities. Finepoint will provide each investor with the following reports in accordance with the terms of the applicable Fund’s Governing Documents: (i) unaudited performance information and account statements on a monthly basis; (ii) annual audited financial reports; and (iii) annual tax information necessary to complete any applicable tax returns. In addition, Finepoint will provide a quarterly letter to investors.

Finepoint is deemed to have custody of the Funds’ assets because of the authority the Firm and/or its affiliated entities have over those assets. The Funds’ financial statements are subject to an annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and the audited financial statements are distributed to each investor. The audited financial statements are prepared in accordance with generally accepted accounting principles and distributed within 120 days of the Funds’ fiscal year end.

In accordance with the terms and conditions of the Funds’ Governing Documents and subject to the

direction and control of the Funds’ General Partner, Finepoint has discretionary authority to determine, without obtaining specific consent from the Funds or its investors, the securities and the amounts to be bought or sold on behalf of the Funds, and to perform the day-to-day investment operations of the Funds.

In accordance with its fiduciary duty to clients and Rule 206(4)-6 of the Advisers Act, Finepoint has adopted and implemented written policies and procedures governing the voting of client securities. The general policy is to vote proxy proposals, amendments, consents or resolutions in a prudent and diligent manner that will maximize the value of investors’ assets. In certain cases, the Firm may determine that not voting is in the best interest of the Funds or otherwise appropriate. Investors may not direct Finepoint’s vote on behalf of the Funds. Conflicts of interest may arise between the Funds on the one hand and Finepoint and Employees on the other hand. At a minimum, the Employee responsible for instructing the vote by Finepoint on behalf of the Funds will be required to disclose any personal interest or other conflict of interest it has with respect to such proxy. Any conflict of interest will be reviewed and resolved by the Principal, the Chief Financial Officer and the Chief Legal Officer/ Chief Compliance Officer. A copy of the Firm’s proxy voting policies and procedures will be made available to investors upon written request.

Finepoint does not require or solicit prepayment of fees six months or more in advance. Finepoint is not currently aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to the Funds and has not been subject to a bankruptcy petition during the past ten years.