Fivespan Partners, LP

Fivespan, a Delaware limited partnership formed in October 2023, is an investment adviser located in San Francisco, CA. Fivespan’s principal owner is Dylan Haggart, the Chief Investment Officer (the “CIO”). All activities of the Firm are overseen by the CIO, together with the Firm’s co-founder Sarah Coyne (“CoFounder,” and, together with the CIO, the “Managing Partners” and each, a “Managing Partner”). Fivespan provides investment advisory services to private funds via a master-feeder structure, whereby Fivespan Partners Onshore, LP, a Delaware limited partnership (the “Domestic Fund”), and Fivespan Partners Offshore, LP a Cayman Islands exempted limited partnership (the “Offshore Fund” and together with the Onshore Fund, the “Fivespan Feeder Funds”), invest all of their investable assets in Fivespan Partners Fund, Ltd, a Cayman Islands exempted company (the “Fivespan Master Fund”, and together with the Fivespan Feeder Funds, the “Fivespan Funds”). Fivespan also provides investment advisory services to certain special purpose vehicles via a master-feeder structure, whereby Alouette Onshore, LP, a Delaware series limited partnership (the “SPV Domestic Fund”), and Alouette Offshore SPC, Ltd, a Cayman Islands exempted segregated portfolio company (the “SPV Offshore Fund” and together with the SPV Domestic Fund, the “SPV Feeder Funds”), invest all of their investable assets in Alouette SPC, Ltd, a Cayman Islands exempted segregated portfolio company (the “ SPV Master Fund”, and together with the SPV Feeder Funds, the “SPV Funds”). Collectively, the Fivespan Master Fund and the SPV Master Fund are referred to herein as the “Master Funds”. Unless otherwise specified, the Domestic Fund, the Offshore Fund, the Fivespan Master Fund, the SPV Domestic Fund, the SPV Offshore Fund, and the SPV Master Fund are each referred to as a “Fund” and collectively, as the “Funds”. Fivespan Partners Fund General Partner, LLC (the “Fivespan General Partner”) is the general partner of the Fivespan Feeder Funds. Alouette GP, LLC (the “SPV General Partner” and together with the Fund General Partner, the “General Partners”) is the general partner of the SPV Domestic Fund. The CIO, as the managing member of the General Partners, controls the General Partners. The Co-Founder is a non-managing member of the General Partners. Fivespan provides discretionary investment management services to the Funds, interests in which are offered to Investors (as defined below) on a private placement basis pursuant to investment guidelines set forth in the relevant governing and offering documents of the Funds, including any partnership agreement, investment management agreement, and/or private placement memorandum, private placement memorandum supplement, and/or subscription agreement, as the case may be (each, a “Governing Document”, and collectively, the “Governing Documents”). Fivespan does not tailor its advisory services to the individual investors of any Fund (each an "Investor" and collectively the “Investors”), or provide Investors with the right to specify, or restrict the Funds’ investment objectives or any investment or trading decisions. Investors may subscribe for interests in a Fund pursuant to the terms as set forth in the Governing Documents of the relevant Fund. Fivespan may enter into “side letter” or other similar agreements (collectively “Side Letters”) with certain Investors that may waive or modify the application of, or grant special or more favorable rights than those set forth in the Governing Documents, with respect to such Investors, to the extent permitted by applicable law. To effect such waivers or modifications or the grant of any special or more favorable rights, the Funds may create additional classes of interests in the Funds for certain Investors that provide for, among other things, (i) greater transparency into the Master Fund’s portfolio; (ii) different or more favorable withdrawal rights, such as more frequent withdrawals or shorter withdrawal notice periods; (iii) greater information than may be provided to other Investors; (iv) different fee or incentive compensation terms; (v) more favorable transfer rights; or (vi) key-person notifications. Fivespan does not participate in wrap fee programs.

As of December 31, 2025, Fivespan managed approximately $1,000,342,772 of regulatory assets under management on a discretionary basis.

Fivespan provides investment advisory services to each Fund pursuant to the applicable Governing Documents. The applicable Governing Documents set forth in detail the fees and expenses relevant to each Fund. All prospective Investors should review the Governing Documents in conjunction with this Brochure for complete information on the fees, expenses and compensation payable with respect to an advisory relationship with Fivespan. Capitalized terms used and undefined herein are defined in the relevant Governing Documents of the applicable fund. Management Fee As an investment adviser to the Fivespan Feeder Funds, as further described in the Fivespan Funds’ Governing Documents, Fivespan generally receives a blended management fee of up to 1.75% of the net asset value of the Fivespan Feeder Funds, depending on the particular class of interest of the Fivespan Feeder Funds and the total capital of the Fivespan Master Fund (such fee, the “Management Fee”). Total capital represents the sum of (i) the net asset value of the Fivespan Master Fund attributable to direct and indirect investors therein that are charged a Management Fee and subject to an Incentive Allocation (as defined in Item 6) and (ii) the aggregate amount of uncalled capital commitments of the direct and indirect investors of the Fivespan Master Fund that are charged a Management Fee and subject to an Incentive Allocation (as defined below) (“Total Capital”). The Fivespan Feeder Funds will pay a Management Fee for each fiscal quarter, in advance, equal to one quarter of the applicable Management Fee rate multiplied by the balance of each Capital Account of an Investor (and corresponding “Special Investment” accounts (as defined in Item 8)) as of the beginning of such fiscal quarter (before taking into account the estimated accrued Incentive Allocation, if any). Management Fees are generally pro-rated for partial periods. The SPV Funds are structured as series-based entities. The terms applicable to Investors in the SPV Funds, including Management Fee and Incentive Allocation rates, will be governed at the segregated portfolio level, as promulgated by private placement memorandum supplements issued specific to the relevant segregated portfolio. Fivespan, in its sole discretion, may reduce, waive or calculate differently the Management Fee for certain Investors, including but not limited to, the Managing Partners and any other current or former member, partner, affiliate, consultant, or employee of or to the General Partners or the Firm, any member of the immediate family of any such person, and any trust or other entity established for the benefit of any such person that invests directly or indirectly in the Feeder Funds (each, an “Investment Manager-Related Investor”). Incentive Allocation The General Partners may be allocated performance-based compensation (“Incentive Allocation”) at the end of each fiscal year or upon an Investor’s withdrawal or redemption from the applicable Fund, as more fully described in the applicable Governing Documents. As it relates to the Fivespan Feeder Funds, each Investor will select one of two Incentive Allocation options in respect of the applicable class of interests at the time of its investment in a Fivespan Feeder Fund. The Incentive Allocation for the Fivespan Feeder Fund, if any, generally ranges from 17.5% to 20% of net profits in excess of a compounding hurdle rate or compounding market preferred return derived from a selected market index, with both options being subject to loss carryforward provisions. Net profits include both realized gains and losses and unrealized gains and losses of securities held in each Fund’s portfolio. As it relates to the SPV Funds, the SPV General Partner may be allocated Incentive Allocation at the end of each fiscal year or upon an Investor’s withdrawal or redemption from the applicable SPV Feeder Fund, as more

fully described in the Governing Documents. Net profits include both realized gains and losses and unrealized gains and losses of securities held in each Fund’s portfolio. In the sole discretion of the General Partners, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain Investors, including, without limitation, any Investment Manager-Related Investors. To facilitate any such waiver, reduction or different calculation, the Funds may issue partnership interests of a separate class, series or sub-series. Performance-based fees are subject to regulation under Section 205 of the Advisers Act and Rule 205-3 thereunder and may only be charged to “qualified clients”. Therefore, Fivespan seeks to ensure that any Investors in a Fund that are directly or indirectly assessed an Incentive Allocation satisfy the qualifications of Rule 205-3 under the Advisers Act. The General Partners may at any time redeem the portion of its shares in the Master Funds equal to all or a portion of the Incentive Allocation previously allocated in respect of such shares in the Master Funds and any appreciation thereon. Other Fees and Expenses Each Fund bears all of its operating expenses and its pro rata share of the operating expenses of the Master Funds and all trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles through which the Master Funds invest or intend to invest (collectively, the “Fund Expenses”), including such costs incurred at or prior to the formation of each Fund and prior to the date on which the Fund or the Master Funds first accept subscriptions, which expenses will include, without limitation: (i) organizational and offering expenses; (ii) expenses associated with all investments and transactions considered, evaluated and/or consummated by the Master Funds, or any such trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles, as well as overall consideration and evaluation of such entities’ portfolio, including, without limitation, those expenses incurred before the initial closing of the Fund, including, without limitation, expenses associated with sourcing, negotiating, investigating, researching, financing and structuring of investments and potential investments, whether or not consummated, including, without limitation, data and research on-boarding, ingestion, aggregation, and analysis, third-party research, data, analytics, modeling, risk, structuring, pricing, execution and other third-party information, technology, hardware, software or other technology systems, including, without limitation, installation and maintenance, software and service fees (including, without limitation, the expenses with respect to data, data feeds, subscriptions, expert networks, political intelligence providers and reports); (iii) fees and expenses related to activist campaigns (including those for research, consultants, experts, investment bankers, proxy solicitors, legal counsel, public relations firms, proxy contests, solicitations and tender offers, and compensation, indemnification and other expenses of any nominees proposed by Fivespan as directors or executives of subject companies); (iv) the costs of research-related computer hardware and software expenses, including, without limitation, Bloomberg terminals and subscriptions and other market information systems, as well as the costs of research management systems and corporate access tracking systems; (v) the costs of Fivespan’s portfolio management system and any other software used for accounting and/or monitoring of the portfolio, including, without limitation, subscriptions relating to, among other things, trading and order management systems and services; (vi) expenses associated with holding, financing, monitoring, hedging, maintaining and disposing of all investments of the Master Funds and any trading vehicle and all transaction and other costs associated therewith, including, without limitation, expenses associated with proxy research and voting services; (vii) travel and related expenses associated with investments and potential investments; (viii) professional fees associated with investments and potential investments, including, without limitation, consulting (including related to activist campaigns or otherwise), due diligence, accounting, valuation, financial, legal and other advisory fees and expenses; (ix) transaction fees, brokerage commissions, custodial fees, clearing and settlement charges and similar fees and expenses associated with the acquisition, disposition and settling of investments and potential investments of the Master Funds and any trading vehicle, including, without limitation, fess, expenses and commission paid in connection with outsourced trading; (x) expenses associated

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Methods of Analysis and Investment Strategy In advising the Funds, the Firm seeks to achieve superior absolute returns. Fivespan seeks to achieve this objective by constructing a concentrated portfolio of companies that the Firm believes to be high quality businesses with long growth runways trading at a significant discount to intrinsic value. Fivespan will seek to engage collaboratively with these companies to unlock enduring value creation and drive excess returns. The Firm employs an intensive, focused research process. This research process seeks to identify investment opportunities based on factors including, but not limited to, strong and predictable growth, sustainable competitive advantages, high returns on invested capital, valuation dislocation and opportunity for constructive engagement. These factors are analyzed through detailed fundamental analysis that typically includes an evaluation of a company’s long-term growth potential, business model, market structure and management team. Fivespan seeks to apply this rigorous research process to a focused universe of high-quality businesses based predominantly in the U.S., Canada, Australia, and the United Kingdom. Fivespan may invest in certain assets or securities on behalf of the Fivespan Funds it believes either may not have a readily assessable market value or should be held until the resolution or occurrence of an event or circumstance and which Fivespan, in its sole discretion, designates as a special investment (each such investment, an “Original Special Investment”). In addition, Fivespan may, from time to time, in its sole discretion, designate an existing investment that it deems to have become illiquid or without a readily ascertainable market value as a special investment (each such investment, a “Transitioned to Special Investment” and together with any Original Special Investment, a “Special Investment”). A Special Investment may include (in addition to the assets or securities being so designated by Fivespan) corresponding hedging and financing positions, if any, and any fees and expenses expected to be incurred with respect to any Special Investments over the term of such investment A full description of the Firm’s investment strategy and processes are included in the related Fund’s Governing Documents. Material Risks Related to Investment Strategy The following is a summary of certain material risks associated with an investment in the Funds. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Funds. For a complete explanation of these risk factors, Investors should review the relevant Governing Documents, which contain additional explanations not discussed below. Risk of Loss. An investment in the Funds is speculative and involves a significant degree of risk. The Funds are designed for sophisticated investors that are able to bear a substantial loss of capital. No guarantee or representation is made that the Funds' investment program, including the Funds' investment objectives, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Legal and Regulatory Environment for Private Investment Funds and their Managers. The legal and regulatory environment worldwide for private investment funds (such as the Funds) and their managers is evolving. Changes in the regulation of private investment funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of the Funds to pursue its investment program and the value of investments held by the Funds. There has been an increase in scrutiny of the private investment fund industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of the Funds to pursue its investment program or employ brokers and other counterparties could have

a material adverse effect on the Funds and the Investors’ investments therein. In addition, Fivespan may, in its sole discretion, cause the Funds to be subject to certain laws and regulations if it believes that an investment or business activity is in the Funds’ interest, even if such laws and regulations may have a detrimental effect on one or more Investors. Systemic Risk. Systemic risk is the risk of broad financial system stress or collapse triggered by the default of one or more financial institutions, which results in a series of defaults by other interdependent financial institutions. Financial intermediaries, such as clearing houses, banks, securities firms and exchanges with which the Fund interacts, as well as the Funds, are all subject to systemic risk. A systemic failure could have material adverse consequences on the Funds and on the markets for the securities in which the Funds seek to invest. No Operating History. Each of the Funds, the General Partner and Fivespan is a newly formed entity and does not have any operating history upon which prospective and current Investors can evaluate their anticipated performance. The investment professionals of Fivespan have been using investment strategies similar to the investment strategies described herein for several years. However, there can be no assurance that the Funds or Fivespan will be successful. Dependence on Fivespan. The success of the Funds is dependent upon the ability of Fivespan to manage and effectively implement the Funds’ investment program. The Funds’ Governing Documents do not permit the Investors to participate in the management and affairs of the Funds. If Fivespan were to lose the services of the Principal or the Co-Founder or the Funds managed by Fivespan were to incur substantial losses, Fivespan might not be able to provide the same level of service to the Funds as it has in the past or continue operations. The loss of the services of Fivespan could have a material adverse effect on the Funds and the Investors’ investments therein. Alternative Data. Fivespan uses alternative data in its investment process. Alternative data includes datasets that have been culled from a variety of sources, such as internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases. These data are sometimes referred to as “big data” or “alternative data”. Fivespan applies these alternative data to better anticipate micro- and macro-economic trends and otherwise to develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are expected to be borne—in whole or in part—by the Funds. No assurance can be given that Fivespan will be successful in utilizing alternative data in its investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for Fivespan and the Funds in numerous jurisdictions. Fivespan cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to Fivespan or to the Funds. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of the Funds. Liquidity of Special Investment Accounts. Fivespan intends to make certain investments in Special Investments. Such Special Investments may not be readily disposable and, in some cases, may be subject to contractual, statutory or regulatory prohibitions on disposition for a specified period of time. The market value of Special Investments may fluctuate with, among other things, changes in prevailing interest rates, general economic conditions, the condition of financial markets, developments or trends in any particular industry and the financial condition of the issuers of the securities or other financial instruments in which the Funds invest. Capital invested in Special Investments generally is not available for withdrawal or distribution until a realization or deemed realization occurs with respect to the respective Special Investment. An Investor will continue to participate in unrealized Special Investments irrespective of whether such Investor has otherwise withdrawn from the Funds, and the Funds may be required to hold Special Investments for several years, if not longer. Additionally, the General Partners may designate a new Special Investment after an Investor has submitted a withdrawal request, but before a withdrawal date relating to such withdrawal request, which may reduce such withdrawing Investor’s

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Currently, Fivespan provides investment advice only to the Funds. Each Fund’s Governing Documents set forth the eligibility criteria and minimum investment requirements for Investors. Generally, the minimum initial capital commitment for each Investor in the Fivespan Feeder funds is $10 million for individuals, family investment vehicles and family foundations and $25 million for all other Investors. The minimum initial subscription for investment in the SPV Funds is generally $1 million. Such minimum investment amounts may be waived by the General Partners, in their sole discretion.

As generally described in Item 5, the General Partners may receive an Incentive Allocation from Investors in the Funds. Investors should be aware that an Incentive Allocation may create an incentive for Fivespan to overvalue private investments which lack a market quotation. To address such conflict, Fivespan has adopted policies and procedures that require the Firm to "fairly value" investments that do not have a readily ascertainable value.

As noted in Item 4, the General Partners are affiliated with Fivespan as General Partners to certain of the Funds. Neither Fivespan nor any of its management persons are registered as, or have any applications pending to register as, a broker-dealer or a registered representative of a broker-dealer. Neither Fivespan nor any of its management persons are registered as, or have any applications pending to register as, futures commission merchants, commodity pool operators, commodity trading advisors, or an associated person of the foregoing entities. Fivespan currently shares office space with other office tenants that are investment advisers and, as a result, may come into possession of material non-public or other confidential information about the other office tenants or the public companies in which they invest, and these tenants may come into possession of the Firm’s material non-public or other confidential information or the public companies in which it invests. Fivespan has entered into contractual arrangements with these office tenants and maintains written policies and procedures and other physical and technological controls, all of which are designed to limit access to and prevent improper or unlawful use of any such material non-public or other confidential information. Fivespan does not recommend or select other investment advisers for the Funds. Potential Conflicts of Interest Fivespan, the General Partners and their affiliates will be subject, and the Funds will be exposed, to a number of actual and potential conflicts of interest. Any such conflict of interest could have a material adverse effect on the Funds and investments therein. However, the existence of an actual or potential conflict of interest does not mean that it will be acted upon to the detriment of the Funds. When a conflict of interest arises, the Firm will endeavor to ensure that the conflict is resolved fairly and in an equitable manner that is consistent with its fiduciary duties to the Funds. Fivespan has in place policies and procedures, that it believes are reasonably designed to identify and resolve actual and potential conflicts of interest. In addition, the Firm has established a “Management Committee” comprised of the Managing Partners and Chief Compliance Officer (“CCO”) that meets on a quarterly basis or more frequently as needed to provide continued oversight of the risk and conflict management of the Fivespan and the Funds. Unless the context indicates otherwise, references in this section to conflicts of interest that may apply to Fivespan should be understood to apply to Fivespan and its affiliates. Investors are encouraged to review the related Governing Documents and other sections of this Brochure for more information regarding these and other potential conflicts of interest not addressed below. Other Activities of the Investment Manager and its Affiliates. Conflicts of interest likely will arise from the fact that Fivespan, the General Partners and their affiliates may in the future provide investment management services to clients other than the Funds, including investment funds, managed accounts, proprietary accounts and other investment vehicles (collectively, “Other Accounts”, and together with the Funds, the “Accounts” and each, an “Account”), and may manage the assets of such Other Accounts formed to invest in the Fund, in parallel with the Fund (in whole or in part), or otherwise. Other Accounts may have investment objectives, programs, strategies and positions that are similar to those of the Funds, while others may conflict or compete with or have interests adverse to the Funds. Such conflicts could affect the prices and availability of securities in which the Funds invest. Even if an Other Account has investment objectives, programs or strategies that are similar to those of the Funds, Fivespan may give advice or take action with respect to the investments held by, and transactions of, the Other Accounts that may differ from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, the Funds for a variety of reasons, including differences between the investment strategy, financing terms, regulatory treatment and tax treatment of the Other Accounts and the Funds. As a result, the Funds and an Other Account may have substantially different portfolios and investment returns. Conflicts of interest may also arise when Fivespan makes decisions on behalf of the Funds with respect to matters where the interests of the Firm or one or more Other Accounts differs from the interests of the Funds.

Differing Terms of Other Accounts and Other Classes. Fivespan, the General Partners and their affiliates may provide investment management services to Other Accounts that have investment objectives, programs and/or strategies similar to those of the Funds, which could result in significant overlapping positions among the Funds and such Other Accounts. In addition, such Other Accounts may have different, additional and/or more favorable terms including different (and, in some cases, more favorable) fees, information rights and liquidity rights (including the right to withdraw from, wind down and/or terminate a managed account or fund-of-one without cause more frequently than an Investor may withdraw from the Fund). Additional information may affect an Investor’s decision to invest additional capital in, to remain invested in, to withdraw from or to terminate an Other Account. Any such withdrawals or terminations could cause any such Other Account to liquidate its positions ahead of the Funds, which may have a material adverse effect on the Funds and the Investors’ investments therein. For example, in the event that such Other Accounts were to exercise their withdrawal or redemption rights ahead of Investors, and the size of such withdrawal or redemption constitutes a significant portion of the Firm’s assets under management that utilize the same investment strategy as the Funds, such withdrawal or redemption could cause a temporary or long-term decline in the net asset value of the Funds because the sale of a significant number of securities in a short period of time may result in a decline (which may be substantial) in the price of such securities, particularly in times of broad market dislocations or significant corporate actions like proxy contests or material shareholder votes when there is a greater likelihood of a financial impact. In addition, in extraordinary circumstances, the Firm may suspend Investor withdrawals but likely will not have the right to do so with respect to some or all of the Other Accounts, particularly Other Accounts that are managed accounts. This could result in some Other Accounts receiving the proceeds of their investment before the Investors are able to withdraw. Similarly, to the extent that the Funds establish class of interests with different liquidity rights, certain Investors may be able to act on information before any Investor that has less frequent liquidity rights. Lack of Exclusivity. The Firm, its affiliates and personnel will devote as much of their time to the activities of the Funds as they deem necessary and appropriate. Fivespan, its affiliates and personnel will not be restricted from forming Other Accounts, from entering into other investment advisory relationships or from engaging in other business activities, even if such activities may be in competition with the Funds and/or may involve substantial time and resources of the Firm, its affiliates or personnel. These activities could be viewed as creating a conflict of interest in that the time and effort of Fivespan, its affiliates and personnel will not be devoted exclusively to the business of the Funds but will be allocated between the business of the Funds and the management of Other Accounts and businesses. From time to time, the Managing Partners and other Supervised Persons of Fivespan may serve as directors or advisory board members of certain portfolio companies or other entities. In connection with such services, such persons may receive directors’ fees or other similar compensation attributable to such employees’ services. Co-Investments. Fivespan and its affiliates, from time to time, offer one or more Investors or investors in Other Accounts and/or other third-party investors the opportunity to co-invest in particular investments. The Firm and its affiliates are not obligated to arrange co-investment opportunities, and no Investor will be obligated to participate in such an opportunity. Fivespan and its affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular Investor and may allocate co-investment opportunities instead to investors in Other Accounts or to third parties. If the Firm determines that an investment opportunity is too large for the Funds and the Other Accounts, Fivespan and its affiliates may, but will not be obligated to, make proprietary investments therein. The Firm or its affiliates intend to receive fees and/or allocations from co-investors, which may differ as among co-investors and also likely will differ from the fees and/or allocations borne by the Funds. Valuation. The Funds’ assets and liabilities are valued in accordance with Fivespan’s valuation policy. In making valuation determinations, the Firm is subject to a conflict of interest, especially with respect to illiquid securities, as the valuation of such assets and liabilities affects its compensation and the compensation of the General Partners. There is no guarantee that the value determined with respect to a particular asset or liability by the Firm will represent the value that will be realized by the Funds on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment.

Code of Ethics Fivespan has adopted a Code of Ethics pursuant to Rule 204A-1 of the Advisers Act (the “Code”) that establishes certain standards of conduct and rules for its employees and other personnel under the supervision and control of Fivespan (collectively, “Supervised Persons”). A summary of the Code is provided below. All Supervised Persons of Fivespan must acknowledge annually that they understand and agree to the terms of the Code. The Code incorporates the following general principles that all Supervised Persons are expected to uphold at all times: •

Supervised Persons must place the interest of clients first;

•

Supervised Persons must conduct all personal securities transactions in a manner consistent with the Code and seek to avoid both actual conflicts of interest and the appearance thereof, and;

•

Supervised Persons may not take inappropriate advantage of their own positions with Fivespan for their own personal benefit.

Among other things, the Code (i) requires that all Supervised Persons comply with federal securities laws, (ii) requires that all employees submit Fivespan reports containing their personal securities holdings and transactions in “reportable securities,” and that the Firm review such reports, (iii) generally restricts Supervised Persons from trading in reportable securities (except for the purpose of liquidating any such positions held prior to the commencement of their employment at Fivespan as well as trading in certain stocks and exchange-traded funds), (iv) requires Supervised Persons to disclose their outside business activities with appropriate preclearance, and (v) contains policies and procedures designed to prevent the misuse of material non-public information. All Supervised Persons of Fivespan are required to annually certify in writing their compliance with the Compliance Manual and Code of Ethics. Investors or prospective Investors may obtain a copy Fivespan’s Code upon request by contacting us at (415) 318-7900 or info@fivespan.com. Participation or Interest in Client Transactions The Managing Partners and certain other Supervised Persons of Fivespan expect to personally invest, directly and/or indirectly, in the Funds. Such Investors may be in possession of information relating to the Funds that is not available to other Investors and prospective Investors. The Managing Partners and Supervised Persons of the Firm are not required to keep any minimum investment in the Funds and may invest in Other Accounts. It is expected that the size and nature of these investments will change over time without notice to the Investors. Investments by the Managing Partners and Supervised Persons of Fivespan in the Funds and/or Other Accounts could incentivize the Managing Partners and Supervised Persons of Fivespan to increase or decrease the risk profile of the Funds. However, Fivespan believes these investments are intended to align the interests of the Managing Partners and Supervised Persons with those of the Funds; therefore, the Firm does not believe that those arrangements present any material conflicts of interest.

Fivespan has complete discretion in deciding which securities are bought and sold, the amount and price of those securities, the brokers-dealers to be used for a particular transaction, and commissions or markups and markdowns paid. Portfolio transactions for the Master Funds are allocated to brokers-dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers-dealers may provide other services that are beneficial to Fivespan and/or certain accounts, but not beneficial to all accounts. Subject to best execution, in selecting broker-dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, Fivespan may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the broker-dealers to effect the transaction; the broker-dealers’ facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the prices and commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to the Master Funds by broker-dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. Furthermore, the Firm executes nearly all Master Funds transactions through an outsourced trading firm (“Outsourced Trader”). As a result, the Funds’ expenses related to most, if not all, Fund securities transactions are higher than if the Firm traded directly with a broker or dealer, given the Funds additionally bear the expense of the Outsourced Trader’s fees for services. Soft Dollar Usage Fivespan uses “soft dollars” generated by our trading activities to purchase research services or products that would otherwise have been an expense. Fivespan pays broker-dealer commissions for effecting the Master Funds’ transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research products and services provided by the broker-dealer. The use of commissions to obtain brokerage and research products and services raises conflicts of interest. For example, Fivespan does not have to pay for the products and services itself. This creates an incentive for Fivespan to select or recommend a broker-dealer based on its interest in receiving those products and services. Fivespan effects such transactions, and receives such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). Under this provision, in exercising its discretionary authority to select or arrange for the selection of brokers for execution of transactions for the Funds, and, subject to its duty to obtain best execution, Fivespan considers the value of research and brokerage products and services (collectively, “Research”) provided by such brokers. Research includes, among other things, proprietary research from brokers. “Research products” include, among other things, databases and quotation services. “Research services” include, among other things, research concerning market, economic and financial data, a particular aspect of economics or on the economy in general, statistical information, pricing data and availability of securities, financial publications, electronic market quotations, performance measurement services, analyses concerning specific securities, companies, industries or sectors, market, economic and financial studies and forecasts, appraisal services, and invitations to attend conferences or meetings with management or industry consultants. Accordingly, if Fivespan determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and products or services provided by such broker, a Fund may pay commissions to such broker in an amount greater than the amount another broker might charge. The Firm allocates the costs of any “mixed use” products or services, so that only the portion of such products or services that relate to research or execution will be paid for with soft dollars, and the remainder will be paid for by the Firm. Once it is determined that a product or service has a mixed-use, a fair and reasonable allocation

of the anticipated cost of the product or service will be made by the CCO. The CCO reviews each allocation periodically and modifies each allocation in writing as appropriate. These records are maintained so as to satisfy the requirements of the record keeping provisions of the Advisers Act. Fivespan’s relationships with brokers that provide soft dollar services may influence Fivespan’s judgment in allocating brokerage business and create a conflict of interest in using the services of those broker-dealers to execute the Fund’s brokerage transactions. Fivespan believes that these relationships are beneficial to the Funds and the Firm and always seeks its duty to obtain best execution. The CCO is actively involved in setting up all soft dollar arrangements in advance. In addition, the CCO is responsible for complying with the recordkeeping responsibilities with respect to soft dollar arrangements (including keeping all invoices and correspondence with third party vendors and broker-dealers) so as to satisfy the requirements of the Advisers Act and other applicable laws and regulations. Trade Aggregation Fivespan will generally aggregate orders for the same security unless aggregation is not consistent with the Firm’s duty to seek best execution and the terms of the investment guidelines and restrictions of each Account for which trades are being aggregated. Aggregation opportunities would generally arise when more than one Account is capable of purchasing or selling a particular security based on investment objectives, available cash and other factors. When aggregating trades, no account will be favored over any other account. Any Account that participates in an aggregated order will participate at the average price for all of Fivespan’s transactions in that security on a given business day, with transaction costs shared pro rata, based on each Account’s participation in the transaction.

Fivespan does not currently use any placement agents or any other type of solicitors at this time.

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

Fivespan performs daily reviews of the Funds’ portfolios, as well as various other periodic formal and informal reviews. Investors in the Funds generally receive monthly account statements. Fivespan may, in its discretion, provide certain Investors with additional information on a more frequent basis upon request. In addition, Fivespan issues Investors tax reports, as well as audited financial statements concerning their respective Funds within 120 days of the end of the Funds’ fiscal year.

Fivespan is deemed to have custody of the funds and securities of each Fund because Fivespan has the authority to obtain funds or securities, for example, by deducting advisory fees from a Fund’s account or otherwise withdrawing funds from a Fund’s account. Account statements related to the Funds are sent by qualified custodians to Fivespan. Fivespan is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). Fivespan is not required, however, to comply (or Fivespan is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because Fivespan complies with the provisions of the “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund (i) be subject to an audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and (ii) distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

Fivespan has full discretionary authority to manage the Funds, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and the commissions paid. Fivespan, or one of its affiliates, has entered into an investment management agreement, or similar agreement with each Fund, pursuant to which Fivespan (or applicable affiliate) has been granted discretionary investment authority. Fivespan’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. These terms are set out in the Governing Documents of each Fund.

Proxy Voting Policies and Procedures Fivespan has established proxy voting policies and procedures as required by Rule 206(4)-6 under the Advisers Act. The Firm’s policy is to vote proxies with the aim of furthering the best interests of the Funds. Fivespan will generally vote proxies as directed by the Managing Partners, or their designee, with the assistance of other investment team personnel, as necessary. Fivespan reserves the right, on occasion, to abstain from voting a proxy or a specific proxy item when the Firm concludes that the cost of voting outweighs the potential benefit or when Fivespan otherwise does not believe voting serves the Funds’ best interests. The mechanics of proxy voting are expected to be handled by a third-party service provider. When voting proxies, Fivespan must identify and address material conflicts that may arise between Fivespan’s interests and those of the Funds. Specifically, Fivespan monitors the potential for conflicts of interest that might arise from personal relationships that Fivespan or its Supervised Persons may have with parties involved in the vote and other special circumstances. Fivespan takes steps to identify the existence of any material conflicts of interest relating to the securities to be voted and/or the issues at hand. For example, Supervised Persons of Fivespan must disclose to the CCO any potential personal conflicts known to them and potential conflicts based on business relationships or dealings. In considering whether a material conflict of interest exists, the CCO may consult with the Managing Partners of Fivespan and other persons she deems relevant in making a determination. In the absence of a finding of a material conflict of interest relating to the proxy vote at hand, the recommendation to vote the proxy as directed by the Managing Partners or their designee, with assistance from the investment team personnel, as necessary, or to abstain from voting the proxy, shall be deemed to have been made in the best interests of the Funds. If, however, the CCO determines that the recommendation may have been influenced by a material conflict of interest, the proxy shall be voted in accordance with one of the following methods: (i) if feasible, in the manner determined to be in the best interests of the Funds by a Fivespan Supervised Person not impacted by the conflict of interest or by Fivespan’s Management Committee, (ii) in the manner determined to be appropriate by the CCO in consultation with outside counsel, or (iii) in accordance with the recommendations of an independent third-party proxy voting service. Investors may also contact Fivespan to request a copy of its proxy voting policy. Class Action Participation Procedures To the extent that Fivespan has discretion to participate in class action lawsuits filed against companies or issuers in which the Funds are invested, Fivespan may participate in such class action lawsuits if it believes that such participation is in the best interest of the Funds on a case-by-case basis.

Fivespan has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to the Funds and has not been the subject of a bankruptcy proceeding.