FrontFour Capital Group LLC

A. General Description of Advisory Firm FrontFour Capital Group LLC (“Adviser,” “we,” “us” or “our”) is a Delaware limited liability company that was formed in December 2006. We are principally owned by David Lorber, Stephen Loukas and Zachary George (the “Portfolio Managers”). We serve as the investment adviser to FrontFour Capital Partners LP, a Delaware limited partnership (the “Domestic Fund”), FrontFour Capital Partners Ltd., a Cayman Islands exempted company (the “Offshore Fund” and together with the Domestic Fund, the “Feeder Funds”) and FrontFour Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund” and collectively with the Feeder Funds, the “Funds”), over which we have full discretionary authority. FrontFour GP LLC (the “General Partner”), an affiliate of the Adviser, is the general partner of the Domestic Fund. We also provide discretionary investment advice to separately managed accounts and may provide such advice to additional separately managed accounts in the future (the “Managed Accounts”). Through the Managed Accounts, the Adviser acts as a sub-adviser to three pooled investment vehicles, two of which are family offices. Together, the Funds and the Managed Accounts are referred to as the “Accounts” throughout this brochure. B. Description of Advisory Services We invest primarily on a long basis and opportunistically on a short basis in U.S. and Canadian equity and fixed income securities, with a focus on event-driven value-oriented investments. We employ extensive “bottom-up” fundamental research and analysis in an effort to identify and purchase long positions in securities we believe to be undervalued by the marketplace. In addition, in order to isolate events, minimize risk or increase portfolio performance, we may seek to identify and sell short securities we believe to be overvalued or have the potential to mitigate risk. We may also invest in securities of distressed or bankrupt companies. Our investment strategy is opportunistic and flexible in nature. It is anticipated that on an opportunistic basis, we may engage in shareholder activism. Such strategies are generally intended to encourage (or compel) the management of portfolio companies to unlock value and to affect corporate action. In such event, we, on behalf of our clients, may acquire significant positions in portfolio companies with a view toward influencing and/or exercising a level of control with respect to the management and/or business strategies of such companies (e.g. encouraging management to liquidate or sell their companies, encouraging third party premium-to-market bids for such companies, encourage restructurings, waging proxy contests to win representation on (or control of) the boards and/or management of such companies, or participating in buyout groups to gain control of such companies). C. Availability of Customized Services for Individual Clients We generally do not permit investors in the Funds to impose limitations on the investment activities described in the offering documents for those funds. Under certain circumstances, we may, however, contract with the owner of a Managed Account to adhere to limited risk and/or operating guidelines imposed by the client. We negotiate such arrangements on a case by case basis. (See Item 16 “Investment Discretion”).

D. Wrap Fee Programs We do not participate in any wrap fee programs. E. Assets Under Management As of December 31, 2019 we managed approximately $42,799,155 of regulatory assets on a discretionary basis. We do not manage any assets on a non-discretionary basis. F. Relying and Related Advisers FrontFour Capital Corp is a “Relying Adviser” and the General Partner is a “Related Adviser” as the terms are described in the SEC Staff No-Action Letter dated January 18, 2012, to the American Bar Association, Business Law Section. They are both principally owned by David Lorber, Stephen Loukas and Zachary George. The description of our business and activities throughout this brochure includes the business and activities of both entities.

A. Advisory Services and Fees Our fees and compensation are described in the advisory contracts we enter into with our clients. Currently, the Domestic Fund and the Offshore Fund invest substantially all of their assets in the Master Fund through a master-feeder structure. The Offshore Fund has an incentive allocation at the Master Fund level while the Domestic Fund has an incentive allocation at the Feeder Fund level. We receive a management fee at the rate of 0.1666% per month (equivalent to a rate of 2.0% per annum) of the assets of each of the Feeder Funds (excluding assets allocable to the Adviser or the General Partner), in consideration of the investment advisory, management and administrative services provided to the Funds and our assumption of various overhead and operating expenses. The management fee is calculated based upon the value of each investor’s capital account at the opening of business on the first business day of each calendar month (after giving effect to capital contributions and withdrawals) and is payable in advance. We or the General Partner (as applicable) may waive or reduce the management fee chargeable to an investor. At the end of each fiscal year (or partial year if capital is withdrawn from the Domestic Fund or the Offshore Fund), we (or the General Partner) receive an incentive allocation from the Offshore Fund or the Domestic Fund equal to 20% of the net profits (realized and unrealized) initially allocated to each investor, but only on a “high water mark” basis (i.e., any prior losses allocated to an investor’s capital account or shares, as applicable, must be recouped by subsequent allocations of net profits before we (or the General Partner) may receive an incentive allocation as to the capital account or shares, as applicable. We (or the General Partner), as applicable, in our/its sole discretion may waive or reduce the incentive allocation with respect to any investor.

We structure any fee arrangement in accordance with Section 205(a)(1) of the Advisers Act and the rules and regulations thereunder, including the exemption set forth in Rule 205-3 permitting performance fee or allocation arrangements with “qualified clients.” Any funds, or Managed Accounts, we advise currently, or in the future, may have different compensation structures than those described above.

B. Payment of Fees We directly deduct our management fees from the Feeder Funds on a monthly basis, in advance. Generally, the General Partner receives performance-based fees or allocations from the Feeder Funds on an annual basis in arrears and upon redemptions by investors in the Feeder Funds. The determination of whether fees are directly deducted from a Managed Account is determined on a case-by-case basis. C. Additional Expenses and Fees The Funds are generally responsible for all operating expenses and other costs of the Funds not required to be borne by the Adviser. In addition, the Domestic Fund and the Offshore Fund are responsible for their pro rata shares of the costs and expenses of the Master Fund. Such costs and expenses include, but are not limited to: (i) accounting and auditing fees, including tax return preparation and costs, relating to the Funds’ accountants, fees of bookkeepers and related services; (ii) legal fees and expenses; (iii) insurance and bonding costs; (iv) fees (including legal fees) or assessments in connection with any regulatory registrations, qualifications or approvals of the Funds or the Adviser deemed appropriate by the Adviser in connection with the activities of the Funds, including fees and expenses incurred in connection with preparing and filing reports relating to the Fund’s trading activities (including under investment advisory laws, such as Form PF); (v) all trading expenses and transaction costs, including brokerage commissions and expenses relating to short sales, clearing and settlement charges, interest on loans and debit balances, margin interest, broker service fees, other clearing and custodial expenses, and expenses associated with proxy contests; (vi) such research and portfolio management expenses as the Adviser shall deem appropriate, which may include, but are not limited to, costs of software programs related to investment modeling and screening, risk management systems and software, costs of research reports, data feeds and databases, news wires and quotation services, periodical subscription fees, and fees of outside consultants and experts; (vii) the cost of preparation and distribution of reports and statements to investors; (viii) the management fee; (ix) the fees and expenses of the administrator, the directors and other third parties retained by the Funds. Certain research and brokerage expenses of the Funds and/or the Adviser may be borne or reimbursed by broker-dealers executing transactions for the Funds. (See Item 12 “Brokerage Practices” below.) The expenses that are charged to the Managed Accounts are determined on a case by case basis. We may also allocate a portion of certain clients’ capital to money market funds or exchangetraded funds that are managed by other investment managers. In addition to the fees and expenses discussed above, clients will indirectly incur similar fees and expenses if we invest client’s capital in such money market funds or exchange traded funds, as these funds in turn pay similar fees to their investment managers and other service providers. D. Prepayment of Fees Management fees that are paid in advance are generally not refundable, and management fees that are paid in arrears are paid through the date of termination. E. Additional Compensation and Conflicts of Interest We do not accept compensation for the sale of securities or other investment products.

A. Methods of Analysis and Investment Strategies General The Accounts’ investment objective is to obtain superior risk adjusted returns, while preserving capital and having low correlation with the equity markets. The Accounts will invest primarily on a long basis and opportunistically on a short basis in U.S. equity and fixed income securities, with a focus on event-driven value-oriented investments. The Adviser will employ extensive

“bottom-up” fundamental research and analysis in an effort to identify and purchase long positions in securities it believes to be undervalued by the marketplace. In addition, in order to isolate events, minimize risk or increase portfolio performance, the Adviser may seek to identify and sell short securities it believes to be overvalued or have the potential to mitigate risk. The Adviser may also invest in securities of distressed or bankrupt companies and, at times, engage in shareholder activism. The investment strategy will be opportunistic and flexible in nature. Consequently, in addition to investments in equity and fixed income securities, the Accounts will be authorized to invest in any other securities, instruments and investments deemed appropriate by the Adviser including, without limitation, bank loans, trade claims, preferred stock, convertible debt and equity securities, warrants, options, rights, swaps, futures, forward contracts, indices and other derivatives, currencies, cash and cash equivalents. Investments may include securities of foreign issuers, thinly traded securities, and non publicly-traded (i.e., “restricted”) securities. The Adviser expects to utilize leverage, on behalf of the Accounts, on a moderate basis primarily for investment purposes, but may also utilize leverage for liquidity purposes. There is no assurance that the Accounts will achieve their investment objective or be profitable. The primary components of the Adviser’s investment methodology include: identification and sourcing of investment opportunities; extensive fundamental research, analysis and due diligence; ongoing monitoring of portfolio positions; and the application of risk management techniques. Investment Sourcing/Identification. The Adviser will utilize the combined experience and business and industry relationships of the Portfolio Managers to identify investment opportunities for the Accounts. Investment opportunities will include, without limitation: • Companies which are believed to have inexpensive valuations in light of, among other factors, earnings, cash flow and book value. For instance, companies with significant cash flows and cash generation that trade at low multiples, and companies trading at substantial discounts to net asset value. • Out of favor companies and industries which are not “structurally broken”, but are neglected, providing an opportunity for entry at inexpensive valuations. • Lesser known or misperceived companies, where the Portfolio Managers believe they can gain an investment edge via fundamental research and analysis. • Companies which are anticipated to experience events or catalysts that the Portfolio Managers believe will change the companies’ respective outlooks and, consequently, the market price of the companies’ securities. Such events may include, without limitation: asset sales, spin-offs, litigations, mergers and acquisitions, proxy contests, development and value creation, distributions and repurchases, turnarounds/restructurings, new management, refinance/ repurchase, ratings events, bankruptcies, liquidations and reorganizations. • Distressed or bankrupt companies with credit instruments that offer the potential for “equity-like” returns. • Other opportunities identified by the Portfolio Managers which are “contrarian” in nature, in that it is believed that “Wall Street” has not yet realized the inherent value in such investments.

• “Short” investment opportunities will most likely have opposite characteristics of long positions including deteriorating earnings, cash flow, operations, high financial leverage, or unsustainable or structurally flawed business models. Research, Analysis and Due Diligence. Once an investment opportunity has been identified, the Portfolio Managers will perform extensive fundamental research and analysis which will generally include reviews of company balance sheets, cash flows and earnings, with a view toward determining the “true” asset value, cash flow power and earnings power of the company. The Portfolio Managers will also seek to determine the “intrinsic” value of the company through a variety of valuation methodologies employed by the Adviser. The Portfolio Managers will generally implement a two-pronged due diligence process with respect to an investment opportunity prior to an investment being made by the Accounts: management-based due diligence; and business/industry due diligence. Management-based due diligence involves contact and communication with a company’s management and/or key personnel (including one or more of the following: Chief Executive Officer, Chief Financial Officer, division Presidents, and board members). The Portfolio Managers believe that management-based due diligence is an important component of the Adviser’s investment methodology, and that a significant amount of insight and knowledge can be obtained through such process. Business/industry due diligence involves contact and communication with a company’s competitors, suppliers and customers, which can provide additional insights into macro and micro developments within a sector or industry. The Portfolio Managers believe that their business relationships and due diligence processes will provide a recurring source of information regarding the Accounts’ investment opportunities and investments, which may assist the Portfolio Managers in anticipating favorable and unfavorable investment-related events, thus contributing materially to the implementation of the Accounts’ investment strategy. Based upon the Portfolio Managers’ research and analysis of, and due diligence with respect to, a company, a determination will be made by the Adviser as to whether, and to what extent, the Accounts should invest in the company. Monitoring. The Portfolio Managers will, on an ongoing basis, perform additional research, analysis and/or due diligence with respect to portfolio holdings of the Accounts. Based upon such reviews, as well as such other factors as the Portfolio Managers deem appropriate, the Portfolio Managers may determine to adjust the level of the Accounts’ investment in a company or to liquidate the Accounts’ investment in a company. Risk Management. The Adviser intends to monitor, and develop methods to control or “hedge”, investment and portfolio risk. Among other things, the Adviser intends to conduct portfolio and position analysis on an ongoing basis. In general, an adverse movement of 10% or more in the price of a security from cost or market will prompt an analysis of the position, followed by a determination as to whether the position should be liquidated in whole or in part. Notwithstanding the Adviser’s risk management practices, the Accounts’ investment strategy inherently involves certain significant risks. Moreover, there can be no assurance that the Adviser’s risk management practices will necessarily be applied in all cases, or if applied, will successfully limit risk to acceptable levels.

Activist Investing. It is anticipated that on an opportunistic basis, the Adviser may engage in shareholder activism. Such strategies are generally intended to encourage (or compel) the management of portfolio companies to unlock value and to affect corporate action. In such event, the Adviser, on behalf of its clients, may acquire significant positions in portfolio companies with a view toward influencing and/or exercising a level of control with respect to the management and/or business strategies of such companies (e.g., encouraging management to restructure, liquidate, or sell their companies, encouraging third party premium-to-market bids for such companies, waging proxy contests to win representation on (or control of) the boards and/or management of such companies, or participating in buyout groups to gain control of such companies). Flexible and Opportunistic Nature of Investment Strategy. The Accounts’ investment strategy is intended to be flexible and opportunistic; the Portfolio Managers will be authorized to adjust the their investment strategy and the Adviser’s investment methodology from time to time in order to capitalize on changes in the securities markets and/or to take advantage of new investment opportunities. Any such changes and/or adjustments may be expected to have an impact on the manner in which the Accounts’ assets are invested, as well as on the performance of the Accounts. Investments Clients’ capital is invested primarily in equity securities and debt instruments of companies that are domiciled in North America. However, we may invest in a broad variety of other securities, instruments and investments, whether traded on exchanges, over-the-counter or negotiated or electronic markets. As a result, the client’s investments, in our discretion, may also include: convertible and hybrid stocks and debt securities, including high-yield securities; preferred stocks, warrants, rights, bonds, debentures and options (including “market-basket options”), structured and other synthetic securities and related derivative instruments, such as swaps, forwards, options futures, caps and floors; other derivatives, including those relating to equity securities, equity indices, interest rate products, fixed-income products and indices; structured securities; corporate and government securities, money market instruments, foreign currencies and interests in currencies, such as options, spot, swap, futures and forward contracts, certificates of deposit, banker’s acceptances, trust receipts and trade and commercial obligations, loans, bridge loans, bank loans, advances, loan participations and creditor claims, trade claims, whether secured or unsecured, performing or nonperforming, and irrespective of ranking’ and any other instruments or other evidences of indebtedness, currencies, cash and cash equivalents. Clients’ capital may also be invested in securities of foreign issuers, including both those traded overseas, and those traded in the United States and Canada. We may also invest on behalf of our clients in thinly traded securities and non-publicly-traded or restricted securities. Investing in securities involves risk of loss that clients and investors should be prepared to bear. B. Risk of Loss All securities investments risk the loss of capital. There can be no assurance that the Accounts will be profitable or that they will not incur losses. Prospective investors should, among other matters, consider the risks summarized below before investing in the Funds or the Managed Accounts. An investment in the Funds or the Managed Accounts is speculative, involves a high degree of risk, and is suitable only for persons who are willing and able to assume the risk of losing their entire investment.

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We currently provide investment advice to the Funds and Managed Accounts. Investors in the Funds are generally high net worth individuals and institutional investors that qualify as “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended). The minimum investment in the Funds is generally $1,000,000, provided that we (or the General Partner) may reduce such minimum investment in our or its discretion. Managed Account owners are typically institutional investors, and minimum investments are negotiated on a caseby-case basis, depending on the size of the account and the specific mandate. Through the Managed Accounts, we provide investment advice to three pooled investment vehicles, two of which are family offices.

We or our affiliates receive annual performance-based allocations from the Funds, which are based on a percentage of the capital appreciation of client assets. However, other client accounts are not currently subject to performance-based fees or allocations (but may be in the future). These factors may result in a conflict of interest when we allocate opportunities among these accounts because we will have an incentive to favor accounts that have higher performance-based allocations. To avoid such a conflict of interest we generally follow documented procedures in allocating opportunities among such accounts, which does not take into account the performancebased allocations to which such accounts are subject (see Item 11, Section D, below). As the management fees and performance-based allocations are based directly on the net asset value of the client accounts, we have a conflict of interest in valuing the assets held in the accounts. We will follow our documented valuation policies and consult with the third-party administrator to the accounts in order to mitigate this risk. The Funds may from time to time enter into agreements with one or more investors, without the consent of, or notification to, other investors, whereby in exchange for large investments or other consideration deemed material by the Adviser or its affiliates, such investors may be afforded favorable rights not granted to other investors. These rights may include, without limitation, one or more of the following: investment capacity rights (rights to make future investments in the Funds; enhanced liquidity rights (enhanced rights under certain circumstances to withdraw invested capital from the Funds); rights regarding transparency of Fund positions and enhanced reporting of other Fund information; and rights to be charged reduced rates of the incentive allocation and/or the management fee.

A. Broker-Dealer Registration Neither we nor our management personnel (i) are registered as broker-dealers or (ii) have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Advisor Registration

Neither we nor our management personnel (i) are registered as a futures commission merchant, commodity pool operator, commodity trading advisor or an associated person of the foregoing; or (ii) have any application pending to register with respect to any of the foregoing. C. Material Relationships and Conflicts of Interests with Industry Participants

Our relationships and arrangements with our various clients and other industry participants are material to our advisory business and may raise actual or potential conflicts of interest. Please see Item 6, “Performance-Based Fees and Allocations and Side-By-Side Management – Conflicts of Interest,” above. Prospective investors should carefully consider the risks involved in an investment with us, including, but not limited to, those discussed below. Prospective investors should consult their own legal, tax and financial advisers as to all of these risks and as to an investment with us generally. 1. broker-dealer, municipal securities dealer, or government securities dealer or broker Not applicable. 2. investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund) We and our related persons manage the Funds and may manage other pooled investment vehicles in the future, all of which may be deemed to be our related persons.

Additionally, as stated above, through Managed Accounts, we act as a subadviser to two pooled investment vehicles. However, we do not believe that such pooled investment vehicles are our related person. The management of multiple pooled investment vehicles may result in conflicts of interests when we and our related persons allocate their time and investment opportunities among the Funds, the Managed Accounts and other client accounts. In addition, the compensation earned by us and our related persons from each of the Accounts differs from one another and other client accounts. We and our related persons will generally follow documented procedures in allocating trades among such Accounts and other clients (see Item 11, Section D below). The Portfolio Managers may have a significant portion of their personal assets invested in one or more of the Funds. As a result, we may have a conflict of interest in allocating investment opportunities among the Funds and other clients. We will generally follow documented procedures in allocating trades among Accounts. (See Item 11, Section D” below.) 3. other investment adviser or financial planner FrontFour GP LLC serves as the general partner to FrontFour Capital Partners LP. There are no material conflicts of interest resulting from the relationship between us and these other investment advisers other than any conflicts described in Item 10, section C.2 above. 4. futures commission merchant, commodity pool operator, or commodity trading advisor Not applicable. 5. banking or thrift institution Not applicable. 6. accountant or accounting firm Not applicable. 7. lawyer or law firm Not applicable. 8. insurance company or agency Not applicable. 9. pension consultant Not applicable.

10. real estate broker or dealer Not applicable. 11. sponsor or syndicator of limited partnerships. Not applicable. D. Material Conflicts of Interest Relating to Other Investment Advisers We do not recommend or select other investment advisers for our clients.

Trading A. We have adopted a Code of Ethics (the “Code of Ethics”) which provides that we are committed to conducting our business in accordance with all applicable laws and regulations and in an ethical and professional manner. In addition, we recognize that we have a fiduciary duty to the investors in the private investment funds and other accounts we manage, and that all of our employees must conduct their business on our behalf in a manner that enables us to fulfill this fiduciary duty. In this regard, we have developed policies and procedures in our Code of Ethics that are premised on maintaining the highest ethical standards. In addition, among other things, our Code of Ethics governs all personal investment transactions by our employees, reporting of such personal investment transactions, compliance with applicable federal securities laws, and the manner in which violations of our Code of Ethics are to be reported and sanctioned. Upon request, we will allow any client or prospective client to view a copy of our Code of Ethics in our offices. B. We offer the opportunity to prospective clients to invest in the Funds. Our principals and other management persons have significant personal investments in the Funds. In addition, we and our affiliates receive performance-based fees and allocations from the Funds. On behalf of our clients, we may acquire significant positions in portfolio companies with a view toward influencing and/or exercising a level of control with respect to the management and/or business strategies of such companies, encouraging management to liquidate or sell their companies, mergers, and/or acquisitions, encouraging third party premium-to-market bids for such companies, encourage restructurings, waging proxy contests to win representation on or control of the boards of such companies and/or take an active role in the management or such companies. Consistent with applicable laws and the investment strategies described in Item 8.A, we may recommend or have our clients sell or add additional shares of such portfolio companies depending on various factors. In sitting on a board or taking an active role in management of a portfolio company, one of our related persons may and likely will be entitled to receive compensation from such portfolio company based upon the board or management position held, whether it is cash reimbursements, salary, bonus, or board entitlements. Currently, our principals sit on the board of public portfolio companies and receive compensation from such companies for the positions held. These positions with portfolio companies, typically attained through our activist strategies with client capital, are intended to maximize value to shareholders of such portfolio companies, including our clients. As such, the related person’s roles with and duties for our clients and the portfolio companies are not viewed or intended to be in conflict. To the extent a related person’s role on a board or in management of a portfolio company appears to present an actual or potential

conflict, we may take steps to remove or mitigate such conflict (perceived or otherwise) if we deem reasonably necessary. As described above, the Portfolio Managers and other employees of the Adviser may earn compensation (including stock, options and warrants) in connection with board or other management positions held in portfolio companies. To the extent that the Accounts reimburse the Adviser for their pro rata portion of the related expenses, any such compensation received by the Portfolio Managers or other employees, after taking into account any tax consequences, will reduce or offset any fees or allocations payable by clients to the Adviser or its affiliates. Other Accounts will not receive such a credit and any remaining compensation will be deposited in FrontFour Foundation, a corporation organized exclusively for charitable purposes. Additionally, client accounts may, as a result of the Portfolio Managers (or other employees) serving in these roles, at times become restricted in trading the securities of the companies on whose boards or management teams the Portfolio Managers (or other employee) serve. Positions in the securities of these companies could subject clients to filing and/or disclosure requirements under the securities laws, and subject clients to the short-swing profit rules under Section 16(b) of the Securities Exchange Act of 1934, as amended. C. Under the Code of Ethics, the Adviser’s personnel are generally not permitted to purchase or sell for their own accounts, or for an account in which they have a beneficial ownership interest, any security which that person knows will be recommended for purchase or sale by a client on the same day. Additionally, the Adviser’s personnel are generally not permitted to sell any securities if the Adviser is long or short the same position until the Adviser has fully liquidated the position. Exceptions to this general policy include: purchases or sales effected in any account over with the personnel has no direct or indirect influence or control, purchases which are part of an automatic dividend reinvestment plan; or approved by the Chief Compliance Officer subject to sale or freeze. The Chief Compliance Officer is restricted from buying or selling any security the Funds are holding or have sold within the same month. In addition, the Adviser’s personnel are not permitted to cause or attempt to cause any client to acquire, dispose of, or hold any security of which such personnel has direct or indirect beneficial ownership unless it is first disclosed in writing to the Chief Compliance Officer or Chief Investment Officer with all facts reasonably necessary to identify the nature of the ownership of such personnel in that security. The Adviser’s personnel are also not permitted to directly or indirectly acquire beneficial ownership of a security in a private placement offering or an initial public offering without obtaining the prior written approval of the Chief Compliance Officer. D. We generally allocate investment opportunities so that each security held by the client accounts we manage is held on a pari passu basis. In certain circumstances, we may allocate securities among client accounts on a different basis. In such cases, the factors that we may consider when determining which securities to allocate to each client account include, but are not limited to, the relative size of such accounts, amount and available capital, size of similar positions in the same security, and impact of brokerage and investment objectives and strategy considerations including, without limitation, concentration and risk parameters, tax considerations, and other factors deemed appropriate by the Adviser. New issues (as defined by FINRA rule 5130) are allocated to client accounts in accordance with the criteria set forth above.

We may buy or sell securities for one client at the same time that we or our related persons buy or sell the same security for one or more other clients (including the client accounts which are our related persons). This will typically happen when more than one client is capable of purchasing or selling a particular security based on investment objectives, available cash and other factors. This may create a conflict of interest if one account may benefit from making the trade before or after the other account. We will generally aggregate trades, subject to best execution, to avoid any such conflict of interest (see Item 12, Section B “Aggregation of Orders”).

A. Selection of Broker-Dealers and Reasonableness of Compensation In placing portfolio transactions for our clients, we seek to obtain the best execution for clients’ accounts, taking into account the following factors: the amount of commission, quality of execution, the reputation, experience and financial stability of the broker-dealer involved and the quality of service, familiarity with the securities markets and investment techniques employed by the Adviser, research and analytic services, clearing and settlement capabilities, the availability of margin or other leverage, block positioning or other special execution capabilities or other services provided to the client accounts. In allocating brokerage to a prime broker or other brokers, the commissions paid to such brokers may not necessarily represent the lowest commission rates available, but will reflect the Adviser’s evaluation of the research and other brokerage related services supplied by such brokers and which benefit client accounts, either separately or together. In each case, the Adviser will make a determination that the amount of any increased commission costs on account of such research or other services is reasonable relative to the value of services so provided. Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. We will not commit to provide any level of brokerage business to any broker, and actual brokerage business received by any broker may be less than the suggested allocations, but can (and often does) exceed the suggestions, because total brokerage is allocated on the basis of all the considerations described above. The Adviser has established a Brokerage Committee (the “Brokerage Committee”) to evaluate, among other things, the execution that the Company is receiving from broker-dealers. The Brokerage Committee shall meet at least once each quarter. The Brokerage Committee will maintain a list of approved broker-dealers for which the Adviser may execute trades and provide an updated approved broker-dealer list to applicable employees after each meeting. Among the factors the Brokerage Committee may consider in evaluating best execution include: execution capability, execution quality, commission rate, confidentiality, trading expertise, facilities, reputation and integrity, reliability in keeping records, responsiveness, and with respect to a particular trade, the timing and size of the order, available liquidity and market conditions. 1. Research and Other Soft Dollar Benefits We enter into soft dollar arrangements with brokers. Soft dollar arrangements arise when an investment adviser obtains products and services, other than securities execution, from a broker in return for directing client securities transactions to the broker. Soft dollar arrangements pose a conflict of interest for us in that such arrangements allow us to pay with client commissions expenses that would otherwise be borne by us. When we use client brokerage commissions (or markups or markdowns) to obtain research or other products or services, we receive a benefit

because we do not have to produce or pay for the research, products or services. We believe that this conflict is mitigated because our clients will generally pay for research as a “hard dollar” expense pursuant to their respective investment management agreements. We may have an incentive to select a broker based on our interest in receiving the research or other products or services offered by such broker, rather than on our clients’ interests in receiving most favorable execution. When engaging in soft dollar transactions, we comply with the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended. Under this provision, in exercising our discretionary authority to select or arrange for the selection of brokers for execution of transactions for our clients, and, subject to our duty to obtain best execution, we may consider the value of research and brokerage products and services (collectively, “Research”) provided by such brokers. Research may include, among other things, proprietary research from brokers, which may be written or oral. Research products may include, among other things, databases and quotation services. Research services may 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 we determine 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 client may pay commissions to such broker in an amount greater than the amount another broker might charge. The research obtained through a client’s brokerage allocations, whether or not directly useful to it, may be useful to the Adviser in connection with services rendered by the Adviser and its affiliates to other clients managed by the Adviser, its affiliates or the Portfolio Managers. Since any particular research obtained by the Adviser may be useful to clients generally, the Adviser, in considering the reasonableness of brokerage commissions paid, will not attempt to allocate the relative costs or benefits of research among clients except in limited circumstances where appropriate. Where a product or service obtained with client commission dollars provides both research and non-research assistance to us, we will make a reasonable allocation of the cost which may be paid for with client commission dollars. Our prime broker provides us with front and back office services, including trading, securities lending, clearing, reporting, and settlement for equities, fixed income, foreign currency and options, as well as capital introduction and custodial services. The prime broker will also be allocated a portion of client transactions consistent with principles of best execution. We execute securities transactions on behalf of client accounts with broker-dealers that provide us with access to proprietary research reports (such as standard investment research and credit reports). To our knowledge, these services are generally made available to all institutional investors doing business with such broker-dealers. These bundled services are made available to us on an unsolicited basis and without regard to the rates of commissions charged or paid by client accounts or the volume of business that we direct to such broker-dealers. During our last fiscal year, we acquired with client brokerage commissions (or markups or markdowns) (i) research, such as proprietary research from brokers, which may have been written

and/or oral; (ii) research products, such as databases and quotation services; and (iii) research services, such as 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. Orders which we believe require more execution skill are allocated to broker-dealers primarily on the basis of their execution capability. Only orders which we believe can be executed equally well by broker-dealers providing research services will be allocated on this basis. Clients may pay commissions and other execution charges which are higher than the lowest rates obtainable from other broker-dealers that do not offer the same kind or quality of services. During our last fiscal year, we have taken into account the quality, comprehensiveness and frequency of available research services and products considered to be of value provided by brokers when directing client transactions to a particular broker. We directed transactions to such brokers only consistent with best execution. Brokers sometimes suggest a level of business they would like to receive in return for the research services and products they provide, however we have not committed to provide any level of brokerage business to any broker. Our Chief Compliance Officer, in conjunction with the Portfolio Managers, also evaluated, on a quarterly basis, the execution performance of the broker-dealers we use to execute client transactions and resolved any conflicts of interest that we may have had in selecting brokers to execute client transactions. 2. Brokerage for Client Referrals Subject to applicable law, we may direct some client brokerage business to brokers who refer prospective investors to the private investment funds we manage, consistent with best execution. Because such referrals, if any, are likely to benefit us but will provide an insignificant (if any) benefit to our clients, we have a conflict of interest with our clients when allocating client brokerage business to a broker who has referred investors to us. To prevent client brokerage commissions from being used to pay investor referral fees, we will not allocate client brokerage business to a referring broker unless we determine in good faith that the commissions payable to such broker are not materially higher than those available from non-referring brokers offering services of substantially equal value to the client account. 3. Directed Brokerage We do not recommend, request, require or permit our clients to direct us to execute transactions through a specified broker-dealer. B. Aggregation of Orders When the Adviser and its affiliates deem the purchase or sale of securities to be in the best interest of client accounts, the Adviser and its affiliates may aggregate the securities to be purchased or sold by all such client accounts in order to obtain superior execution or lower brokerage expenses. In particular, execution prices for identical securities purchased or sold on behalf of multiple entities and/or accounts in any one business day may be averaged. In such events, allocation of the securities purchased or sold, as well as expenses incurred in the transaction, will be made among any participating client accounts by applying such

considerations as the Adviser and its affiliates deem appropriate, including relative account size of such entities and clients, amount of available capital, size of existing positions in the same or similar securities, impact of leverage, investment objective and strategy considerations, including, without limitation, concentration parameters, tax considerations and other factors. As a result of such considerations, allocations among the client accounts will not necessarily be pro rata.

We have entered into arrangements with one or more third parties that we will compensate for referring clients to us. Typically, we will pay these third parties a portion of the management fees

and/or performance-based compensation that we receive from the clients introduced to us by these third parties. Any such arrangements will be on a fully-disclosed basis and in accordance with all applicable laws. We enter into soft dollar arrangements with brokers pursuant to which we obtain certain research and brokerage products and services in return for directing client securities transactions to the broker (see Item 12, Section A “Selection of Brokers”).

To the best of our knowledge, there are no legal or disciplinary events that are material to our clients’ evaluation of our advisory business or the integrity of our management.

A. Periodic Review of Client Accounts The Adviser monitors and develops methods to control or “hedge” investment and portfolio risk. Among other things, the Adviser conducts portfolio and position analysis on an ongoing basis. In general, an adverse movement of 10% or more in the price of a security from cost or market will prompt an analysis of the position, followed by a determination as to whether the position should be held, bought and sold in whole or in part. Portfolio reviews occur on a weekly basis. The Portfolio Managers are responsible for such reviews. B. Additional Review of Client Accounts We continuously review client accounts. C. Contents and Frequency of Account Reports to Clients Following the end of each fiscal year of the Funds, we (or our affiliates) deliver to each investor audited financial statements of the applicable Fund for such year, as well as a statement of such investor’s capital account for such year, and certain tax information for the preparation of income tax returns. We (or our affiliates) also send to each investor a report as to such Fund’s performance following the end of each month. The unaffiliated administrator sends monthly statements to investors in each Fund. We may provide certain investors in the Funds with access to more frequent and/or more detailed information regarding the private investment funds’ securities positions, performance, finances, and management and/or other information about the private investment funds or us (including, notification of the commencement of certain disciplinary actions, legal proceedings, investigations or similar matters against a fund, us and/or our personnel, or of redemptions from a fund by us and/or our personnel), possibly enabling such investors to better assess the prospects and performance of the funds. The Managed Accounts receive daily reports from the prime broker and/or custodian. In addition, since a managed account investor directly owns the positions in its Managed Account, such investor may have full, real-time transparency as to all transactions and holdings in such account, and may be better able to assess the future prospects of a portfolio that is substantially similar to the portfolio of the Funds managed by us. The investors in such separately managed accounts may have the right to withdraw all or a portion of their capital from such managed accounts on shorter notice and/or with more frequency than the terms applicable to an investment in the Funds.

As noted above in Item 13, Section C, owners of the Managed Accounts will receive account statements daily from the custodians of such accounts. Clients should carefully review these statements that are received from the custodians of such accounts.

We have discretionary authority to manage securities accounts on behalf of our clients. The investors in the Funds generally may not place any limits on our authority beyond the limitations set forth in the offering and governing documents of the Funds. On a case by case basis, we may agree with the owners of the Managed Accounts to certain risk and/or operating guidelines that we will adhere to when exercising our discretionary authority over such accounts.

We generally have voting discretion over securities held in clients’ accounts. Clients are generally not able to direct their votes in a particular situation. We will exercise our discretion in the best interests of our clients. In fulfilling our obligations to our clients, we will act in a prudent and diligent manner intended to enhance the economic value of the securities. We have adopted a proxy voting policy which is summarized below. Proxies will be voted in the best interests of our clients. Thus, the primary consideration in voting a proxy is the ultimate economic value of the security based on our independent analysis of the security’s investment considerations. On minor uncontested matters, we will generally vote with management. The Portfolio Managers will coordinate, review, and vote proxies for each security managed by them. The following raise potential conflicts of interest: (a) proxy issues involving corporations whose business is being solicited by the Adviser or with which the Adviser has done business within the past year; (b) proxy issues involving corporations whose funds (pension, corporate, etc.) we manage; (c) proxy issues involving corporations with which we have a significant financial relationship; and (d) proxy issues involving companies where officers or employees of the Adviser are members of the board of directors or officers of such companies. In proxy issues involving a potential conflict of interest, the Portfolio Manager responsible for voting will evaluate carefully the economic impact of any vote and provide written details to the Chief Compliance Officer to explain the rationale for the vote in detail. Any Portfolio Manager voting a proxy who has any relative in management of the corporation or an acquiring corporation will disqualify himself. Further, prior to voting, any Portfolio Manager

responsible for voting is required to determine if there is any conflict of interest in his voting. If there is, the Portfolio Manager will disqualify himself and advise the Chief Compliance Officer, who will review the voting of the proxy with the other Portfolio Managers. A client may obtain information about how we voted securities in the private investment fund in which it is invested or held by its Managed Account by contacting us at the address set forth on the cover page of this brochure.

A. Balance Sheet We are not required to attach a balance sheet because we do not require or solicit the payment of fees six months or more in advance. B. Contractual Commitments to Our Clients We have no financial condition that is reasonably likely to impair our ability to meet contractual and fiduciary commitments to our clients. C. Bankruptcy Petitions We have never been the subject of a bankruptcy petition.