Governors Lane LP

Governors Lane is an investment advisory firm with its principal place of business in New York, New York. Governors Lane is a limited partnership that was formed in November 2014 under the laws of the State of Delaware, and that became a registered investment advisor in June 2015. Governors Lane is owned and controlled by Governors Lane GP LLC, a Delaware limited liability company, of which Isaac Corré is the sole managing member. Mr. Corré also serves as Governors Lane’s Chief Investment Officer, and Bruce Haggerty serves as the firm’s Deputy Chief Investment Officer. Governors Lane provides investment advisory services to three private pooled investment vehicles: Governors Lane Onshore Fund LP, a Delaware limited partnership (the “Onshore Feeder”), Governors Lane Offshore Fund Ltd., a Cayman Islands exempted limited company (the “Offshore Feeder” and, together with the Onshore Feeder, the “Feeder Funds”), and Governors Lane Master Fund LP, a Cayman Islands exempted limited partnership (the “Master Fund,” together with the Feeder Funds, the “Funds”). The Feeder Funds invest substantially all of their investable capital in the Master Fund and conduct their investment and trading activities indirectly through their investment in the Master Fund. References in this brochure to the Funds’ investments and portfolio include investments by the Feeder Funds through the Master Fund. Governors Lane Fund General Partner LLC (the “General Partner”) is the general partner of the Onshore Feeder and the Master Fund. Isaac Corré is the sole managing member of the General Partner. Governors Lane’s investment objective is to generate attractive risk-adjusted returns across a broad variety of market cycles. Governors Lane intends to achieve this objective by focusing primarily on opportunities in both equities and credit in which an event or catalyst could significantly affect the future value of a security or has created an investment opportunity. The strategy encompasses traditional event-driven situations as well as other opportunities. Governors Lane may invest in situations with significant legal complexity and uncertainty. Governors Lane has broad and flexible investment authority with respect to the Funds. Investment advice is provided directly to the Funds in accordance with the governing and offering documents applicable to each Fund, including certain investment restrictions and guidelines applicable to each Fund, and not individually to underlying investors in the Funds (“Fund Investors”). Fund Investors generally do not have the ability to direct Fund investments or strategies. As of December 31, 2025, Governors Lane managed approximately $1.8 billion in regulatory assets under management. All assets are managed on a discretionary basis.

Current and prospective Fund Investors should consult the governing and offering documents applicable to each Fund for more details regarding the calculation of fees and expenses. A brief summary of such fees and expenses is provided below. Management Fee Governors Lane is generally entitled to receive a management fee for management services provided to the Funds (the “Management Fee”). The Management Fee, which is generally 1.5% per annum, is paid quarterly in arrears and accrued based on the ending balance of each Fund Investor’s capital account or series of shares as of the end of each calendar month. While subscriptions and withdrawals or redemptions typically are not permitted other than at the beginning of a calendar month and at the end of the last calendar month of each calendar quarter, respectively, the Management Fee will be prorated for subscriptions and withdrawals or redemptions that are effective other than at the beginning of a calendar month and at the end of the last calendar month of each calendar quarter, respectively. Performance Allocation At the end of each fiscal year, the General Partner is generally entitled to receive a performance allocation (the “Performance Allocation”). The Performance Allocation ranges generally from 025% of the net capital appreciation (after reduction for the Management Fee and other expenses) attributable to each Fund Investor’s capital account or series of shares for such fiscal year (the percentage amount typically determined by the category of interests or shares held by the applicable Fund Investor), subject to a customary high-watermark. In the event that a Fund Investor is permitted or required to withdraw or redeem completely or partially other than at the end of the fiscal year, the Performance Allocation calculated with respect to such Fund Investor for such year will be determined, at the time of withdrawal or redemption, with respect to the portion being withdrawn or redeemed through the applicable withdrawal or redemption date. Fee Waivers While the Management Fee and Performance Allocation generally are not negotiable, both may be and have been waived, reduced, or rebated with respect to certain Fund Investors, including with respect to Fund Investors affiliated with Governors Lane or such person’s family members and close friends. Expenses In addition to the fees and compensation described above, each Fund will generally bear its pro-rata share of all its expenses as more fully described in its governing and offering documents, including the following non-exhaustive list: organizational and offering expenses, including all costs and expenses incurred in connection with the initial and ongoing offer and sale of interests, operating and other expenses, including but not limited to investment-related expenses (e.g., brokerage commissions, clearing and settlement charges, custodial fees, interest expenses, initial and variation margin, broken deal expenses and other transactional charges, fees or costs, consulting, advisory, investment banking, valuation, legal and other professional fees relating to particular investments or contemplated investments, research-related expenses, including, without limitation, investment data warehouse and data analytics systems, research management systems and news and quotation

equipment and services, market data services, and expenses related to obtaining, processing and analyzing “big data” or “alternative data”, fees to third-party providers of research and/or portfolio risk management services), legal expenses (including with respect to litigation and threatened litigation, if any), any expenses associated with regulatory filings made in connection with the Funds’ operations and portfolio holdings (e.g., filings with the SEC), but excluding the preparation of Form ADV, Form PF or Form CPO-PQR), expenses related to the maintenance of the Funds’ registered office, corporate licensing, costs relating to communications with investors (including maintenance of the website for the benefit of investors), accounting, audit and tax advice and preparation expenses (including compilation and preparation costs of financial statements, tax returns, reports to the Fund Investors and schedule K-1s), printing and mailing costs, market information systems and computer software and information expenses, fees of pricing, data and exchange services, valuation firms and financial modeling services, the costs and expenses of thirdparty Profit and Loss or risk analytics, order, trade, and commission management products and services (including, without limitation, the costs of risk management and trading software or database packages), Bloomberg data and interface fees and user license fees of the investment professionals, insurance costs (including, without limitation, directors’ and officers’ liability or other similar insurance policies, errors and omissions insurance and other similar policies for the benefit of the Funds), filing and registration fees (e.g., blue sky and corporate filing fees and expenses), fees of the administrator, directors’ fees (including fees of the independent members of the Master Fund advisory committee), the Management Fee, any extraordinary expenses (including indemnification or litigation expenses and any judgments or settlements paid in connection therewith), all other costs and expenses arising out of the Funds’ indemnification obligations, any and all taxes and governmental fees or other charges payable by or with respect to or levied against the Funds, the Funds’ investments, or to federal, state or other governmental agencies, domestic or foreign, including real estate, stamp or other transfer taxes and expenses related to complying with tax reporting and withholding regimes, wind-up and liquidation expenses and other similar expenses related to the Funds. For the avoidance of doubt, “similar expenses” refers to any expenses that are similar in type and nature to the expenses described in the previous sentence, and any expenses determined by the General Partner to be primarily related to providing the proper infrastructure for the General Partner and Governors Lane in connection with the Funds’ investments and operations; for instance, fees and expenses relating to the installation, servicing and maintenance of, and consulting with respect to, information technology items that primarily serve Governors Lane’s investment and accounting professionals in connection with the Funds’ investments; as another example, corporate governance services used by Governors Lane to monitor securities, vote proxies and comply with related books and records requirements. As another example, under Directive 2011/61/EU on Alternative Investment Fund Managers (the “AIFMD”), “similar expenses” borne by the Funds could include expenses relating to the offering and sale of Interests in compliance with the AIFMD. For the further avoidance of doubt, the Funds will not bear the cost of any researchrelated travel and entertainment expenses of Governors Lane or its affiliates, “general” technological infrastructure (such as computers, servers, internet and telephony), expenses attributable to government filings or regulatory compliance of Governors Lane or its affiliates, including relating to Governors Lane’s registration with the SEC, membership with the National Futures Association or any other similar membership, expenses of consultants, agents or other experts engaged by the Funds, Governors Lane or their affiliates on an ongoing basis with respect to investments or contemplated investments (but the Funds shall bear the expenses of consultants, agents and other experts who Governors Lane believes ordinarily spend a not-insignificant portion

of their business time providing services to bona fide third-party clients not affiliated with the Funds, Governors Lane or their affiliates), or expenses of Governors Lane middle or back-office employees (such as compensation and fees and expenses relating to the acquisition, installation, servicing and maintenance of, and consulting with respect to, information technology items to be used in the middle- and back-office of operations of Governors Lane or its affiliates). The allocation of expenses between Governors Lane and the Funds and / or among Funds could represent a conflict of interest. Governors Lane will at all times allocate expenses in accordance with the governing and offering documents applicable to each Fund. Additionally, Governors Lane has adopted an expense allocation policy that is designed to further mitigate any such conflict. Generally, to the extent an expense relates to a specific Fund, the expense will be borne entirely by the specific Fund. If an expense is incurred jointly for multiple Funds, such expenses will be allocated among the applicable Funds pro rata based on their respective assets under management, or in such other manner as Governors Lane considers fair and reasonable under the circumstances. To the extent that any of the Funds’ expenses are provided or paid for by Governors Lane, the Fund generally will reimburse Governors Lane for such expenses. Governors Lane has and may again in the future, in its sole and absolute discretion, choose to bear any of the Funds’ expenses, but, in doing so, Governors Lane will not be required to continue to bear such expenses and may thereafter cause the applicable Fund to bear such expenses, at all times in accordance with the governing and offering documents applicable to such Fund as well as the expense allocation policy. Deduction of Fees and Expenses Governors Lane (or an affiliate) deducts fees and expenses from each Fund Investor’s capital account balance within the Funds. Fund Investors do not have the ability to choose to be billed directly for fees and expenses incurred.

For additional detail on Governors Lane’s methods of analysis and investment strategies, as well as risks of loss, current and prospective Fund Investors should consult the governing and offering documents applicable to each Fund. Investment Objective and Strategy Governors Lane’s strategy focuses primarily on opportunities in both equities and credit in which an event or catalyst could affect the future value of a security or has created an investment opportunity. The strategy encompasses traditional event-driven situations such as distressed debt, mergers, spin-offs, and restructurings as well as other opportunities and opportunistic investments. Governors Lane believes that through analysis of both events and issuers’ underlying business fundamentals, the Funds can achieve attractive risk-adjusted returns. Governors Lane believes that a wide range of events and catalysts can create opportunities. For example, in any part of the business cycle, companies undertake actions to improve business performance or enhance shareholder value. Such actions may include, among others, spin-offs and other divestitures, operational transformations, balance sheet optimizations, and mergers and acquisitions. Governors Lane also believes opportunities may arise from significant challenges that fall outside of the ordinary course of an issuer’s business, such as financial distress, regulatory changes, and litigation. The complexity inherent in such situations can introduce market uncertainty which Governors Lane believes often obscures the underlying value of businesses, securities and financial instruments. In addition to credit and equity expertise, Governors Lane believes that the evaluation of such challenges often requires significant legal or regulatory knowledge. Investment Risks Investing in any securities involves risk of loss that investors should be prepared to bear. A description of the material risks that relate to Governors Lane’s investment strategy are described in this section, but the following is not intended to be comprehensive. The governing and offering documents applicable to each Fund provide a summary of additional risks

investors face when investing in the Funds. Current and prospective Fund Investors should review those materials to understand additional risks. General Economic and Market Conditions. The success of the Funds’ activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Funds’ investments), trade barriers, currency exchange controls, national and international political circumstances (including wars, terrorist acts or security operations), and natural disasters, including pandemics and other public health disasters. These factors could seriously disrupt global, national and/or regional economies, impair the Funds’ operations, and. may affect the level and volatility of securities prices and the liquidity of the Funds’ investments. Volatility or illiquidity could impair the Funds’ profitability or result in losses. The Funds may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets; the larger the positions, the greater the potential for loss. The economies of non-U.S. countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, asset reinvestment, resource self-sufficiency and balance of payments position. Further, certain non-U.S. economies are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. The economies of certain non-U.S. countries may be based, predominantly, on only a few industries and may be vulnerable to changes in trade conditions and may have higher levels of debt or inflation. Highly Volatile Markets. The prices of financial instruments that the Funds will trade and all derivative instruments, including futures and options prices, can be highly volatile. Price movements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instrument futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. The Funds are also subject to the risk of the failure of any of the exchanges on which their positions trade or of their clearinghouses. In recent years, retail investors have benefitted from increased access to the financial markets due to new smartphone and computer applications. Many of these retail investors have little or no experience investing in financial markets. The simultaneous rise of online social media platforms has created opportunities for these new market participants and established investors to discuss and share information about potential investments, whether or not such discussions or information is accurate or based on verifiable data. These social media interactions could motivate investors with a large amount of capital or large groups of investors with small amounts of capital (but which in the aggregate constitute a large amount of capital) to make investment decisions that may result in significant price fluctuations that

appear divorced from common principles of fundamental analysis. A concomitant sudden and dramatic increase in trading volume of securities and derivatives could lead to a loss of liquidity by certain brokers and clearinghouses, which could have further adverse effects on market participants or the market as a whole. See “Systemic Risk” below. Market volatility of this type is difficult to predict and can lead to significant losses to holders of implicated or related investments, including the Funds. Risk of Merger Arbitrage Strategy. The Funds may from time to time engage in merger arbitrage transactions, in which the Funds take a long position in an announced target company (and a corresponding short position in the acquirer should the deal consideration include shares in the acquirer). This may include both friendly and hostile transactions. In general, the Funds will acquire the target company’s securities at a discount to the offer price, although if the Investment Manager determines that the offer price is likely to be increased, either by the original bidder or by another party, the Funds may purchase securities above the offer price. In the event that a proposed merger is not consummated or is delayed, or if the value of the transaction is reduced, the market price of the target company may decline, exposing the Funds to the risk of loss. In addition, with respect to transactions that include shares as a component of the deal consideration, the Funds may suffer losses with respect to the short position if the acquirer’s share price rises without a corresponding increase in the target’s share price. Risk of Relative Value Strategy. The Funds may attempt to take advantage of perceived price discrepancies of identical or similar financial instruments, on different markets or in different forms. The magnitude of these discrepancies may correlate with the macroeconomic environment – including credit availability and liquidity – and there may not be a mechanism available to force convergence in this discrepancy. The Funds may suffer losses with respect to relative value transactions if price discrepancies increase, and these losses may be asymmetric in magnitude relative to the potential gains from convergence. Risk of Investing in Legal and Regulatory Situations. The Funds may invest in situations involving litigation, governmental or administrative actions, or accounting issues, as well as those involving other forms of legal or regulatory complexity. It may be difficult to predict the outcome of these events, and information that may be essential to predict correctly the outcome of such events may be confidential, scarce, or difficult to verify. The resolutions of such events may take significantly longer than anticipated by the Investment Manager, which may impact negatively the Funds’ capital planning and balance sheet management. Merger Arbitrage Transactions and Net Asset Value. Risk arbitrage transactions tend to be discrete events with binary outcomes in which is potentially a material and abrupt adjustment to net asset value (a “gapping” net asset value) at the point that the consummation/non-consummation result is determined. While the market prices of the Funds’ positions will be affected by the perceived change in probability of consummation during the progress of a transaction, until the final resolution of the consummation/non-consummation outcome there is a material potential uncertainty in the net asset values as currently determined. Subscriptions and withdrawals will, however, be processed without factoring in any such “gapping” (which the Investment Manager believes cannot be reasonably predicted, much less quantified). As a result, continuing, redeeming and subscribing Fund Investors are subject to the risk of economic dilution, i.e., to the risk of a

subscription or withdrawal being processed in accordance with a net asset value which is suddenly and materially changed by a non-consummation or consummation event. The risk of such economic dilution will typically increase the nearer an outstanding transaction in which the Funds are invested comes to its “decision date.” Convertible Arbitrage. Convertible arbitrage strategies involve investing in convertibles that appear incorrectly valued relative to their theoretical value. The strategy consists of the purchase (or short sale) of a convertible security coupled with the short sale (or purchase) of the underlying security for which the convertible security can be exchanged to exploit price differentials. The Investment Manager typically will seek to hedge out the risk inherent in the stock; the remaining interest rate risk may or may not be hedged. Convertible arbitrage strategies generally involve spreads between two or more positions. To the extent the price relationships between such positions remain constant, no gain or loss on the position will occur. Such positions do, however, entail a substantial risk that the price differential could change unfavorably, causing a loss to the spread position. Substantial risks also are involved in borrowing and lending against such investments. The prices of these investments can be volatile, market movements are difficult to predict, and financing sources and related interest and exchange rates are subject to rapid change. Certain corporate securities may be subordinated (and thus exposed to the first level of default risk) or otherwise subject to substantial credit risks. Government policies, especially those of the Federal Reserve Board and foreign central banks, have profound effects on interest and exchange rates that, in turn, affect prices in areas of the investment and trading activities of convertible arbitrage strategies. Many other unforeseeable events, including actions by various government agencies and domestic and international political events, may cause sharp market fluctuations. Hybrid and Other Strategies. The strategies to be executed by the Investment Manager may combine elements of more than one general strategy types. Often, in the course of implementing a particular strategy an opportunistic trade representing a different trading approach will be made. For example, in seeking to identify a relatively mispriced pair of assets, the Investment Manager may conclude that an asset is sufficiently over- or underpriced to merit taking an outright directional position. The Investment Manager is continually developing new, and adapting and refining existing, strategies. There is no material limitation on the strategies which the Investment Manager may apply and no assurance as to which types of strategies may be applied at any one time. Risks of Systematic Investment Strategy. Under the risk arbitrage strategy that the Investment Manager intends to pursue on behalf of the Funds, while the Investment Manager may on occasion decline to make an investment in connection with a transaction that meets the identified criteria under the strategy, the Funds will generally make investments in connection with all transactions meeting the criteria. Accordingly, the Funds may make investments that depend on the successful completion of a transaction even where other factors, such as political considerations, suggest a heightened risk of non-consummation. Further, the Funds will generally not exit or reduce a previously established position based on announcements or other developments that may increase the risk associated with the position. In these situations the systematic nature of the Funds’ strategy

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As described in Item 4, above, Governors Lane provides investment advice to the Funds. Each of the Funds is a private investment fund exempt from registration as an investment company under Section 3(c)(7) of the Investment Company Act of 1940. In general, the minimum initial investment in the Funds is $5,000,000 and the minimum additional investment amount is $1,000,000, although these requirements may be waived or modified by the General Partner or, in the case of the Offshore Feeder, the board of directors, in its sole discretion. Other eligibility requirements for Fund Investors are detailed in the governing and offering documents applicable to each Fund. Fund Investors generally consist of institutional and other sophisticated investors. Governors Lane has entered, and may in the future enter, into side letters or similar written agreements with Fund Investors, which have the effect of establishing rights under, or altering or supplementing the terms of, the relevant governing documents including receipt of additional, more frequent, or specialized reporting.

As described in Item 5 above, Governors Lane receives performance-based compensation from the Funds. As a result, Governors Lane may have a conflict of interest between its responsibility to manage the Funds’ investment portfolios and its interest in maximizing performance-based compensation. For example, the performance-based fee may create an incentive for Governors Lane to make investments that are riskier or more speculative than would be the case if such arrangement were not in effect. Governors Lane’s employees’ and affiliates’ investments in the Funds serve to mitigate this risk by aligning the interests of the Fund Investors with those of Governors Lane’s employees and affiliates. Additionally, since performance-based fees will be calculated on the basis of realized and unrealized gains and losses, such compensation may be based on gains that clients might never realize. This dynamic could incentivize Governors Lane to overvalue unrealized positions. To mitigate this potential conflict, Governors Lane has established a Valuation Committee that meets periodically to review, as applicable, pricing calculated by the Fund’s administrator and sign off on the fair valuation of the Funds’ investments. Additionally, the net asset values of the Funds generally are independently calculated by the Funds’ third party administrators.

The General Partner is an affiliate of Governors Lane by common ownership and control, and is deemed to be registered as an investment adviser under the Advisers Act. The General Partner manages and controls the Funds. All investment advisory activities of the General Partner are subject to the supervision and control of Governors Lane.

Trading Code of Ethics and Personal Trading Governors Lane’s Code of Ethics (the “Code”) is designed to meet the requirements of Rule 204A1 under the “Advisers Act. The Code is applicable to all Governors Lane employees. A copy of Governors Lane’s Code will be provided to any current or prospective Fund Investor upon request. The Code sets forth a standard of business conduct that takes into account Governors Lane’s status as a fiduciary and requires employees to place the interests of the Funds above their own interests and the interests of Governors Lane. The Code requires employees to comply with applicable federal securities laws. Employees are required to promptly bring violations of the Code to the attention of Governors Lane’s Chief Compliance Officer. All employees are provided with a copy

of the Code and are required to acknowledge receipt of the Code upon hire and on at least an annual basis thereafter. The Code also places restrictions on the personal trading activity of Governors Lane’s employees. Governors Lane’s employees are generally prohibited from trading in single-name securities. Subject to preclearance by the Chief Compliance Officer, employees may divest single-name securities held prior to becoming employed by Governors Lane, and may acquire interests in certain private companies and pooled investment vehicles. As a general matter, Governors Lane permits employees to transact without preclearance in mutual funds, broad-based indices (including options on/derivatives thereof), and ETFs/ETNs (including options on/derivatives thereof). These restrictions apply equally to Governors Lane employees and any of their immediate family members living in the same household. Interest in Client Transactions Governors Lane does not buy or sell securities for its own account. However, Governors Lane or an affiliated person of Governors Lane may have an interest, as general partner or otherwise, in one or more of the Funds. In addition, certain members, directors, officers and employees of Governors Lane and its affiliates are permitted to own, buy and/or sell interests in certain of the Funds. Accordingly, Governors Lane and/or its affiliates and employee investments could become a substantial portion in certain of the Funds managed by Governors Lane. If Governors Lane’s or its affiliates’ interests in a Fund are substantial, the Fund may be treated as a proprietary account of Governors Lane for principal transactions, within the meaning of Section 206(3) of the Advisers Act. To the extent any such proprietary account participates in transactions in securities or other instruments in which other Funds or accounts participate, Governors Lane will ensure that it follows appropriate principal transaction protocol and that the transactions are done in compliance with Section 206(3) of the Advisers Act.

Governors Lane has discretionary authority to determine what securities are bought or sold, the amount and price of those securities, the broker-dealer(s) that will affect those transactions, and any commissions or markups or markdowns paid. Governors Lane has engaged certain financial institutions to serve as prime brokers (the “Prime Brokers”) to the Funds. The Prime Brokers serve certain administrative functions, among other things, including the issuance of broker account statements and recordkeeping on all custody transactions. In addition to the Prime Brokers, Governors Lane uses any number of broker-dealers to execute transactions for the Funds. Governors Lane selects broker-dealers based upon factors such as price, transaction costs, a broker’s ability to effect the transactions, its facilities, reliability and financial responsibility, commitment of capital, access to company management, access to deal flow and the provision or payment by the broker of the costs of research and research-related services which are of benefit to the Funds, the General Partner, and Governors Lane, as well as other factors that are deemed appropriate to consider under the circumstances. Accordingly, the commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged

to the Funds by brokers in the foregoing circumstances may be higher than those charged by other brokers who may not offer such services. At all times, brokers-dealers are subjected to principles of best execution. Governors Lane maintains policies and procedures to review the quality of execution, including periodic reviews by Governors Lane’s Best Execution Committee. Section 28(e) of the Exchange Act is a “safe harbor” that permits an investment manager to cause a client to pay more than the lowest possible commissions rate in order to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. Among other things, the safe harbor permits an investment manager to use client commissions to offset certain expenses that it would otherwise be obligated to pay for itself. The governing documents of the Funds describe the expenses that are to be borne by the Funds and those expenses which are to be borne by Governors Lane. Pursuant to the governing documents, the Funds bear all research expenses. Accordingly, any portion of commissions that can be attributable to research expenses does not cause Governors Lane to receive any benefit, since the commissions and the research expenses are both the expenses of the Funds. As a result, Governors Lane does not face the kind of conflict of interest that Section 28(e) is intended to address, since it does not use client commissions to pay for research that it would otherwise have paid for itself. Nonetheless, Governors Lane assesses the value and quality of the brokerage and research services provided by the brokerdealers with which it does business to determine that the cost of such services is appropriate and reasonable in light of the brokerage and research services provided (see the foregoing paragraph). Governors Lane addresses the potential conflicts of interest in connection with its brokerage practices through its best execution review process. Governors Lane's best execution review process is overseen by the Best Execution Committee and includes an analysis of overall performance of broker-dealers in light of the amount of business directed to such broker-dealers. To the extent Governors Lane determines that the amount of business directed to a particular broker-dealer is inconsistent with the overall performance of such broker-dealer, Governors Lane will work towards scaling back the amount of business directed to the broker-dealer unless there is a compelling reason for such allocation, including, but not limited to, the availability of a particular security or their expertise in a particular sector. On occasion, trades may be executed on behalf of the Funds that are inconsistent with the trading instructions given or are the result of some other error in the trading process. The Funds will benefit from any gains, and be responsible for any losses, resulting from such trading errors (and other similar errors), absent bad faith, willful misconduct, fraud, or gross negligence by Governors Lane. Generally, in determining gross negligence, Governors Lane will evaluate and consider, among other things, the adequacy of supervisory procedures in place to prevent such errors from recurring with any frequency. To the extent a trade error is caused by a third party, such as a broker, Governors Lane generally will seek to recover any losses associated with the trade error from such third party; however Governors Lane will not be liable for such losses if it does not seek to recover such losses from such broker.

As noted above in Item 12, from time to time, Governors Lane may pay a broker-dealer commissions for effecting 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 services provided by the broker-dealer. Governors Lane will effect such transactions, and receive 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. Additionally, from time to time, Governors Lane participates in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to a Fund managed by Governors Lane or recommend investments in the Funds as investments to the Funds of the brokerdealer. Governors Lane places the Funds' portfolio transactions with firms who have provided capital introduction opportunities if Governors Lane determines that it is otherwise consistent with seeking best execution. In no event will Governors Lane select a broker-dealer as a means of remuneration for recommending Governors Lane or any other product managed by Governors Lane (or an affiliate) or affording Governors Lane with the opportunity to participate in capital introduction programs. In addition, while Governors Lane recognizes that it has an incentive to favor broker-dealers that provide capital introduction services to Governors Lane or otherwise refer prospective investors for an investment in a Fund, Governors Lane does not select broker-dealers in recognition of the opportunity to participate in such capital introduction events or the referral of investors. Governors Lane does not have any arrangements in place to compensate anyone or be compensated for the referral or placement of clients or investors.

Neither Governors Lane nor its employees have been involved in any legal or disciplinary events in the past 10 years that would be material to a client’s or prospective client’s evaluation of Governors Lane’s business or its personnel.

Governors Lane’s investment professionals continuously monitor and review positions held by the Funds, including to ensure that the Funds’ investments are consistent with the Funds’ stated

investment objectives. More frequent reviews may be triggered by material changes in variables such as the Funds’ individual circumstances, or the market, political, or economic environment. Fund Investors receive monthly capital statement prepared by the Funds’ administrator. Governors Lane also prepares and delivers to Fund Investors additional information related to the performance of the Funds, among other things. Governors Lane provides Fund Investors with annual audited financial statements and other information necessary to enable each Fund Investor to prepare its income tax returns.

Governors Lane is deemed to have custody of the Funds’ assets because it has the authority to obtain client funds or securities, for example, by deducting advisory fees or otherwise withdrawing funds from a Fund account. Governors Lane is also deemed to have custody of the Funds’ assets because the General Partner (a related person of Governors Lane) serves as general partner of the Master Fund. Governors Lane is thus subject to Rule 206(4)-2 under the Advisers Act. Each Fund is subject to an annual financial statement audit by an independent public account registered with, and subject to regular inspection by, the Public Company Accounting Oversight

Board. The audited financial statements are prepared in accordance with generally accepted accounting principles in the U.S., and are distributed to each Fund Investor within 120 days of the applicable Fund’s fiscal year end.

Governors Lane has discretionary authority to determine which securities and the amounts of securities that are bought or sold for the Funds, as well as the broker-dealer to be used and the commission rates to be paid. Fund Investors generally do not have the ability to place any limits on Governors Lane’s authority beyond the limitations set forth in the applicable Fund’s offering and governing documents. Each Fund has entered into an investment management agreement granting to Governors Lane discretionary trading authority.

Proxy Voting Rule 206(4)-6 under the Advisers Act requires investment advisers that exercise voting authority over client securities to implement proxy voting policies. Governors Lane has accordingly adopted written policies and procedures for the voting of client proxies in the best interests of Fund Investors. Governors Lane, under all circumstances, votes proxies in the direction believed to be most advantageous for the Funds. In some instances, Governors Lane may abstain from voting altogether if doing so is deemed to be in the best interests of the Funds. Governors Lane does not accept requests from investors to vote proxies in a particular direction. Additionally, Governors Lane is required to annually file Form N-PX with the SEC as it relates to "say-on-pay” votes comprising: (i) periodic advisory votes on the approval of executive compensation; (ii) votes on the frequency with which those advisory votes should occur; and (iii) votes to approve “golden parachute” compensation in connection with mergers and acquisitions. This filing will be available on the SEC.gov website. Governors Lane has retained the services of Institutional Shareholder Services (ISS), a nationally recognized and independent proxy service firm, to provide research, recommendations and proxy voting services. Governors Lane generally relies on ISS to ensure soliciting materials that are received close to the submission deadline are incorporated into voting recommendations and votes proxies in accordance with ISS recommendations. However, there may be instances in which Governors Lane departs from ISS recommendations, consistent with the investment strategy of the Funds. Governors Lane also uses ISS to facilitate the voting process and to provide recordkeeping with respect to the voting of client proxies. Conflicts of interest rarely arise in connection with Governors Lane’s proxy voting since, as noted above, it is generally the firm’s policy to vote proxies in accordance with ISS recommendations. However, if a material conflict is determined to exist between Governors Lane and/or its employees,

on one hand, and the Funds, on the other hand, in connection with such proxy vote, Governors Lane’s CCO will determine with the portfolio manager the appropriate course of action. Fund Investors may request a copy of Governors Lane’s complete proxy voting policies and procedures as well as the results of any individual proxy vote. Class Action Litigation From time to time, securities held in the accounts of the Funds will be the subject of class action lawsuits. Governors Lane has engaged ISS Securities Class Action Services (“ISS Class Action”) to provide a review of the Funds’ possible claims to a settlement throughout the class action lawsuit process. When notified of a class action lawsuit, settlement, or decision affecting securities owned by the Funds, Governors Lane will work with and rely on ISS Class Action in the gathering of required information and submission of claims. The Funds will not participate in class action litigation unless Governors Lane determines it would be in the best interest of the Funds. ISS Class Action’s fee is contingent upon the successful completion and distribution of settlement proceeds from a class action lawsuit. The Funds will bear the cost (i.e., receive a reduced amount of any class action proceeds) of any recoveries that come as a result of ISS Class Action’s services.

Governors Lane has never filed for bankruptcy. Governors Lane also is not aware of any financial condition that is expected to impair its ability to meet its contractual commitments to clients.