Gumshoe Capital Management LLC

Gumshoe Capital is a Delaware limited liability company that was formed in February 2023. The Firm is principally owned and controlled by Eric Wolff, the Firm’s Founder and Portfolio Manager (the “Principal”). The Firm provides discretionary investment advice to the Gumshoe Master Fund LP (the “Fund”, and together with the onshore and offshore feeders, the “Funds”). The Firm also provides investment advice to a special purpose vehicle (“SPV”) organized as a private fund for the purpose of investing in a single private investment. References throughout this document to “Clients” refer to the Funds and the SPV, and any other private funds that the Firm may advise in the future. Clients are managed in accordance with their own investment and trading objectives, as described in their respective offering documents and governing agreements (collectively, the “Governing Documents”). The Firm does not permit investors in private funds managed by the Firm to impose limitations on the investment activities described in the respective Governing Documents. Gumshoe Capital GP LLC (the “Fund GP”) and Gumshoe SPV 1 GP LLC (the “SPV GP” and collectively the “General Partners”) are affiliates of the Firm and serve as the general partners to certain Funds. As of December 31, 2025, the Firm managed $570,609,605 of regulatory assets under management on a discretionary basis. The Firm does not manage any assets on a non-discretionary basis.

Management Fees The Firm’s fees and compensation are described in each Client’s Governing Documents. All of the Firm’s Clients and fund investors are expected to be “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended). The SPV does not pay a management fee. The Funds pay the Firm a management fee, which is deducted from investors’ capital accounts in advance of each calendar quarter. In the event the Fund GP exercises its right to waive the 90-day notice period required for redemptions, any fee paid in advance will generally not be refunded. In addition, investors withdrawing all or a portion of their capital before their anniversary date will be subject to a withdrawal fee as stated in the Funds’ Governing Documents. Subject to a loss carryforward provision as described in the Governing Documents, the Fund GP will be entitled to receive an Incentive Allocation (as defined in Item 6 below) on an annual basis and upon withdrawals by investors. Investors should carefully review the Governing Documents for a full description of fees. In calculating the value of the Fund’s net assets, the fund administrator is entitled to rely on information provided by the Firm. Because the Firm and the Fund GP are entitled to receive a management fee and the Incentive Allocation, respectively, the Firm's involvement regarding valuation of the Fund’s portfolio presents a potential conflict of interest because the Firm and the Fund GP would benefit from higher valuations. Higher valuations, which are generally associated with better performance, result in higher management fees paid to the Firm and easier marketing conversations when marketing the Firm’s investment management services. Notwithstanding this potential conflict of interest, the Firm relies on

the fund administrator for its net asset value calculation services, and the fund administrator, in most cases, relies on pricing from independent sources such as brokers and exchange data to value the Fund’s portfolio. In the event the Fund GP suspends a Limited Partner’s right to withdraw capital and/or the payment of withdrawal proceeds, and such suspension remains in effect for a period in excess of six consecutive months, the Firm will waive the management fee until such suspension is lifted, beginning on the sixmonth anniversary of such suspension. The Firm may, in its sole discretion, waive or modify the aforementioned fees paid by investors who are members, partners, principals, employees or affiliates of the Firm or the Fund GP, and relatives, former colleagues or entities of such persons, and for certain strategic and/or large investors. Operating Expenses The Funds and the SPV will bear all expenses relating to ongoing structure and operation (either directly or indirectly by reimbursing the General Partners or the Firm for amounts incurred by either of them on behalf of the Clients). Expenses are disclosed to investors in the respective Governing Documents, which investors should review carefully The Funds’ operating expenses include: the management fee; all investment-related costs and expenses (i.e., expenses that, in the Firm’s sole discretion, are related to the investment of the Funds’ assets, whether or not such investments are consummated), including commissions and charges, interest on margin accounts and other indebtedness, expenses relating to short sales, clearing and settlement charges, option premiums and custodial and service fees, research-related expenses (including researchrelated travel expenses) and expenses relating to consultants, attorneys, brokers or other professionals or advisors who provide research, advice or due diligence services with regard to investments; fees and expenses related to portfolio exposure, portfolio and/or performance analytics and performance management systems, risk management services and software related to trade reconciliation, treasury, margin, financial and counterparty management, risk monitoring, performance reporting, valuation quotation services (e.g., Bloomberg terminals, historical and live financial data and other similar services and data feeds) and trade order management systems (including systems that facilitate trade compliance, commission management, stock locates and transaction cost analysis, and third party service providers used for implementation, custom reporting, updates, consultations, support, maintenance, monitoring and data extracts); the Funds’ legal, accounting, tax preparation and other tax-related expenses (including preparation and mailing costs of financial statements, tax returns and other reports to investors), auditing, consulting and other professional expenses; third-party administration costs, fees and expenses (including any costs, fees and expenses related to investor communications, relations, reporting or other investor materials, performance information, data extraction and other types of reporting and any audit or accounting services provided by a third-party administrator); fees of any third-party shareholder proxy voting firms; compliance and reporting expenses and expenses attributable to regulatory filings that are made with respect to the Fund or its assets (including Section 13, Section 16, Form D, Form PF, the Foreign Account Tax Compliance Act, anti-money laundering compliance, state security filings, general regulatory compliance and non-U.S. position reporting filings, if applicable, and any other non-U.S. filings); a Fund’s pro rata share of Fund-related insurance costs (including a Fund’s pro rata portion of no more than 60% of the cost of director’s and officer’s insurance, the pro rata portion of no more than 60% of the cost of errors and omissions insurance, fidelity insurance and other similar policies covering the Fund GP, the Firm and/or the members of any governance committee); any taxes (including, without limitation, any

withholding taxes, transfer taxes, stamp duties and other governmental or self-regulatory agency-related charges or duties); all costs and expenses incurred in attempting to protect and enhance the value of Fund investments (including any fees and expenses associated with any pending or threatened litigation, audit, investigation, administrative or other proceeding, as well as any settlement costs); fees and expenses related to any activist-related activities; independent governance committee members’ fees and expenses; any fees and expenses related to the Funds’ liquidation, if applicable; fees paid to proxy and securities class action advisory firms; expenses relating to the offer and sale of Interests and withdrawals and transfers thereof; the Funds’ pro rata share of the expenses of a master fund (which may include expenses of any Fund or other investment vehicles that invest in the master fund); other reasonable expenses related to the purchase, sale, preservation or transmittal of a Fund’s assets; and any extraordinary expenses (e.g., indemnification expenses). The SPV's operating expenses are substantially similar to that of the Funds except that it is not subject to Governance Committee insurance policies, fees, and expenses, anti-money laundering officer fees, or fees and expenses related to maintaining a registered office in the Cayman Islands. The Clients may also invest in money market funds or exchange-traded funds. In addition to the fees and expenses discussed above, Clients will indirectly incur similar fees and expenses if the Clients invest in such funds, as these funds in turn pay similar fees and expenses to their investment managers and other service providers. For a detailed discussion of brokerage and transaction costs, see Item 12 – Brokerage Practices. Organizational Expenses Clients will bear all costs and expenses relating to: (i) their organization; and (ii) the offer and sale of Interests (including government filing fees, stamp duties or other taxes, legal and accounting fees, printing and mailing expenses and any other organizational costs) (collectively, “Organizational Expenses”). To the extent that the General Partners or the Firm pay any Organizational Expenses attributable to the Clients, the General Partners or the Firm will be reimbursed by the relevant Client for the applicable amounts unless waived by a General Partner or the Firm. Clients’ Organizational Expenses are being amortized over a period of up to 60 months from the date the Client commenced operations, although, if deemed to be appropriate, amortization of such amounts may be accelerated as determined by the respective General Partner in its sole discretion. Firm Expenses The Firm is responsible for its overhead expenses of an ordinary and recurring nature, such as rent, supplies, secretarial expenses, its direct compliance expenses, stationery, charges for furniture and fixtures, salaries and bonuses of its employees, employee insurance, employee benefits, and payroll taxes. Expense Allocations Common expenses may be incurred on behalf of one or more Clients. The Firm will seek to allocate those common expenses among the Clients in a manner that is fair and reasonable over time. However, expense allocation decisions involve potential conflicts of interest (e.g., an incentive to favor accounts that pay higher incentive compensation, or conflicts relating to different expense arrangements with certain clients). Under its current expense allocation policies, the Firm generally expects to allocate common

expenses among the Clients pro rata based on relative assets under management. The Firm may, however, use other methods to allocate certain common expenses among the Clients if it deems another method more appropriate based on relative use of the product or service, the nature or source of the product or service, the relative benefits derived by the Clients from the product or service, or other relevant factors. Nonetheless, the portion of a common expense that the Firm allocates to a Client for a particular product or service may not reflect the relative benefit derived by the Client from that product or service in any particular instance. The Firm’s expense allocations often depend on inherently subjective determinations and, accordingly, expense allocations made by the Firm in good faith will be final and binding on the Clients.

Methods of Analysis and Investment Strategies Generally The investment objective of the Fund is to seek to generate attractive risk-adjusted returns for investors by employing a long-short equity strategy. All trading and portfolio management activities occur in the Fund. The Firm established the SPV (and may establish similar vehicles in the future) solely for the purpose of facilitating a co-investment opportunity to invest in one private investment. With regard to the Fund, the Firm seeks, using a bottom-up stock selection process, to identify companies in the Fund’s investment universe that the Firm believes are mispriced relative to their intrinsic value. The Firm runs a strategy that includes both long and short positions. On the long side of the Fund’s portfolio, the Firm seeks to buy securities at times when sentiment is low as a result of company, sector, or geographic factors. The Firm seeks companies that have had poor recent performance, poor (perceived) short- or long-term future prospects, and have frequently resided in parts of the market that are out of favor, misunderstood, or subject to technical selling pressure. On the short side of the Fund’s portfolio, the Firm seeks companies that have unusually favorable sentiment, valuation, or investor interest relative to historical trends and the Firm’s view of go forward prospects. The Firm seeks companies that have had unusually good recent performance and high levels of recent investor enthusiasm that the Firm believes are likely to be short lived. The Firm uses a rigorous research process to identify stocks it believes are mispriced and goes long or short on these securities as appropriate. The Firm believes that the bigger the investable universe, the easier it is to find mispricings. As such, the Firm seeks investments in a broad investable universe. This includes global securities predominately, but not exclusively, focused on developed markets in North America, Europe, and Asia. The Fund’s investment strategy utilizes a generalist approach allowing investments in any sector where the Firm believes it can properly identify mispricing and research the key issues impacting the relevant businesses. The Fund’s investments can include, but are not limited to, publicly traded equity and debt instruments in these markets. The Firm focuses the majority of the Fund’s investments in small and mid-capitalization companies in these markets, typically with market caps below $5 billion. The Firm intentionally seeks out areas of the market it believes to contain the most mispricings, which typically the Firm believes are smaller companies with less analyst coverage, fewer public peers, newly issued securities, often with liquidity levels below the threshold that makes them investable to larger investment managers. The Firm generally expects to maintain the Fund’s portfolio in accordance with the foregoing ranges and levels, however, these ranges and levels are in no way limits or restrictions on the Firm or the Fund, and the Firm can change these ranges and levels at any time in its discretion without notice. The SPV exists to invest in one private investment and was offered as a co-investment opportunity to one or more of the Funds’ investors and/or third parties. The SPV’s single investment was researched and the decision to make said investment was made using a similar process to that of the Funds. Subsequently, the SPV monitors the investment on an ongoing basis according to the same principles. However, unlike the Funds, the SPV does not invest in short positions. See related disclosure on the risks of co-investment opportunities below. Investing in securities involves risk of loss that clients and investors should be prepared to bear.

Risk Factors The Firm’s investment strategy involves significant risks. A discussion of the material risks is provided below. Prospective clients and investors are strongly urged to review the applicable Governing Documents carefully and consult with their own financial, legal and tax advisers before investing with the Firm. An investment with the Firm may be deemed to be highly speculative and is not intended as a complete investment program. It is designed only for experienced and sophisticated investors who are able to bear the economic risk of the loss of their entire investment, who have a limited need for liquidity in their investments, and who meet the conditions set forth in the Governing Documents. There can be no assurances that Clients will achieve their investment objective. The following risks should be carefully evaluated before making an investment with the Firm. The list of risks below does not purport to be an exhaustive list of the risks relating to an investment with the Firm. Nature of Investments In accordance with the Clients’ investment objectives, the Firm has broad discretion in making investments for the Fund and narrower discretion to make investments for the SPV. Investments consist of assets that may be affected by business, financial market or legal uncertainties and are subject to a number of risks. There can be no assurance that the Firm will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on the Clients’ investments. Prices of investments may be volatile and are inherently difficult to predict. Any of these factors may significantly affect the results of the Firm’s activities and the value of its Clients’ investments. The risk considerations summarized in the Governing Documents only address a subset of the risks applicable to certain types of investments. Other risks applicable to these types of investments or other types of investments not described in the Governing Documents may have an adverse impact on the Clients. No guarantee or representation is made that the Clients’ investment objectives will be achieved. Equity Securities and Equity-Related Instruments in General The Clients invest in equity securities, which represent ownership interests in their respective issuers and generally carry the most risk associated with a specific issuer’s capital structure. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and “growth” stocks can react differently from “value” stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally. The Firm may also use equity-related instruments in the Clients’ investment program. Certain options and other equity-related instruments may be subject to various types of risks, including market risk, liquidity risk, counterparty credit risk, legal risk and operations risk. In addition, equity-related instruments can involve significant economic leverage. Any investment in equities or equity-related instruments entails a significant risk of loss.

Small to Medium Capitalization Companies The Firm may invest a portion of its Clients’ assets in the stocks of companies with small-to medium-sized market capitalizations. While the Firm believes these investments often provide significant potential for appreciation, those stocks, particularly smaller-capitalization stocks, involve higher risks in some respects than do investments in stocks of larger companies. For example, prices of such stocks are often more volatile than prices of large-capitalization stocks. In addition, due to thin trading in some such stocks, an investment in these stocks may be more illiquid than that of larger capitalization stocks. Private Investments The Firm has no history of managing investment funds solely focused on investing in private companies compared with their management of funds that invest in publicly traded securities. Investments in the private equity of companies at various stages in their development involve a high degree of business and financial risk. Private companies with limited operating history may require substantial additional capital to support expansion or to achieve or maintain a competitive position, may produce substantial variations in operating results from period to period, or may operate at a loss. There can be no assurance that any efforts by the Firm to create value for its Clients will be successful. Private company investments may be managed by their own officers (who are not affiliated with the Firm). The use of leverage in a private company investment may increase the exposure of such investment to adverse economic factors such as downturns in the economy or deterioration in the conditions of such company or its industry. In the event the private company investment cannot generate adequate cash flow to meet debt service or operating expenses, the Clients may suffer a partial or total loss of capital invested in the private company, which would adversely affect the return on the capital of the Clients. A Client’s ability to realize value from a private company investment will depend largely upon successful future completion of the private company’s initial public offering or the sale of the private company to another company, which may not occur for a period of several years after the date of a Client’s investment, or may not occur at all. There can be no assurance that the private company will complete a public offering or be sold, or, if such events occur, as to the timing and value of such offering or sale. In addition, the Client is, or is likely to be, subject to lock-up periods and/or other restrictions on the transfer of the securities of the private company prior to and subsequent to an initial public offering or other liquidity event. The Client may also lose all or part of its entire investment if the private company fails, its technology fails or is deficient, or its product line(s) otherwise fails to achieve an adequate level of market recognition or acceptance. In addition, the Client may directly or indirectly hold common shares and/or certain preferred shares of a private company that are subject to differing terms, rights and preferences, and as such, certain shares may hold significantly less value than other shares in the event of a sale of the private company to another company or a liquidation and the Client may have different rights with respect to certain shares than to others. Short Sales Short sales create potential risks that are not otherwise associated with a long-only portfolio. For example, a short sale involves the risk of a theoretically unlimited increase in the market price of the particular investment sold short, which could result in an inability to cover the short position and a theoretically unlimited loss. There can be no assurance that securities necessary to cover a short position will be available for purchase, which might prevent or limit a Client’s ability to exit the short position.

Read the rest in the brochure

Investors in the Firm’s Clients 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) and qualified purchasers. The minimum initial investment in the Funds is $1,000,000 subject to waiver or change in the sole discretion of the Fund GP.

The Fund GP is entitled to receive a percentage of the net profits generated by the Funds (the “Incentive Allocation”). The Incentive Allocation is based on net profits attributable to each investor’s capital account, including realized and unrealized gains and losses. The Incentive Allocation to the Fund GP may create an incentive for the Firm, an affiliate of the Fund GP, to cause the Funds to make investments that are riskier or more speculative than would be the case if this allocation were not made. Since the incentive allocation is calculated on a basis that includes unrealized appreciation of assets, such allocation may be greater than if it were based solely on realized gains. Lastly, the SPV GP is entitled to profits interest distributions from the SPV. These distributions are paid after each co-investor receives its capital contribution and a preferred return. The existence of these distributions may provide an incentive to realize profits from an investment held in the SPV sooner than would otherwise be in the best interest of the SPV and its co-investors. The Firm's fiduciary duty compels Gumshoe Capital to act in its Clients' best interests at all times. The Firm has adopted a Code of Ethics, as further described in Item 11 of this Brochure, which codifies the Firm's fiduciary duty. The Code of Ethics is designed to address certain conflicts that may arise in connection with the Firm's advisory activities. The Firm's policies and procedures are designed to identify, monitor, and where appropriate mitigate conflicts of interest. Where conflicts cannot be eliminated, the Firm seeks to manage them through disclosure to affected clients and, where applicable, through the governance structures established in the relevant Fund documents.

As noted above, Gumshoe Capital GP LLC and Gumshoe SPV 1 GP LLC serve as the General Partners to certain Clients. The General Partners are affiliated with the Firm. The Firm does not engage in any other financial industry activities nor does it have any other affiliations.

Code of Ethics Overview The Firm has adopted a Code of Ethics which is designed to help ensure that it conducts its business in accordance with all applicable laws and regulations and in an ethical and professional manner. In addition, the Firm’s Code of Ethics sets forth standards of conduct for its employees to ensure that they conduct their business on the Firm’s behalf in a manner that enables the Firm to fulfill its fiduciary duty to its Clients. Among other things, the Firm’s Code of Ethics: (i) governs personal trading by the Firm’s employees, (ii) contains the Firm’s policies with respect to gifts and entertainment, (iii) contains the Firm’s policies regarding certain outside activities of its employees, and (iv) sets forth the manner in which employees

may report violations of law or the Firm’s policies and procedures. The Firm will provide a copy of its Code of Ethics to any client or prospective client upon request. Co-Investments There are conflicts of interest associated with the offering of co-investment opportunities and related expenses. The Firm may, but is not required to, provide co-investment opportunities to one or more investors and/or third parties. For the avoidance of doubt, no investor is entitled pursuant to the Governing Documents to be offered or participate in any co-investment opportunity sourced or identified by the Firm. When offering a co-investment opportunity to a particular investor, the Firm considers a variety of factors, including, without limitation: (i) whether the investor may provide strategic value to the Firm; (ii) the Firm’s prior experience with the investor; (iii) legal, tax and regulatory matters; and (iv) whether such investor has previously expressed an interest in participating in co-investment opportunities. The General Partners, the Firm and their respective principals, directors, members, partners, shareholders, managers, officers, employees, agents, affiliates, and representatives may also participate, directly or indirectly, in co-investments; accordingly, this may reduce the availability of coinvestment opportunities for investors and third parties. The terms applicable to any co-investment opportunity will be established in the sole discretion of the Firm, and co-investors may not be subject to any fees or other compensation in relation to the co-investment opportunity. Personal Trading Policy Employees are generally prohibited from engaging in personal trading, but are able to transact in: (i) municipal bonds, exchange-traded funds and exchange traded notes, mutual funds, treasuries, and money market securities without obtaining prior approval from the Firm’s CCO, and (ii) private investments (e.g., hedge funds) after obtaining prior approval from the CCO. Additionally, employees are required to provide the CCO with periodic reporting relating to their trading activity and personal accounts. The Firm’s policies relating to personal trading also generally apply to an employee’s spouse or minor child, or an immediate family member of an employee living in the same household as such employee. Participation or Interest in Client Transactions The Firm makes available to qualified prospective investors the opportunity to invest in the Funds. The Firm’s Principal has a significant personal investment in the Funds and SPV. In addition, the General Partners are entitled to receive incentive allocations and/or profits interests from the Clients. The Firm does not engage in a principal transaction unless it has determined that the transaction is in the relevant Clients’ best interests and has obtained client consent in accordance with the Firm’s written procedures and applicable law. The Firm’s personnel have and may choose to personally invest, directly and/or indirectly, in the Clients. As investors in the Clients, these investment management personnel are in possession of information relating to the Firm and the Clients’ portfolios that is not available to other investors of the Clients and prospective investors of the Clients. It is expected that, if such investments are made by these investment management personnel, the size and nature of these investments will change over time without notice to other investors of the Clients.

Selection of Brokers The Firm has an obligation to seek to obtain “best execution” for Clients with respect to their trading activity. While not defined by statute or regulation, best execution generally means the execution of Client trades at the best net price considering all relevant circumstances. The Firm seeks best execution with respect to all types of Client transactions, taking into account various factors. Such factors are expected to include, among others: financial stability and reputation of brokerage firms, creditworthiness, efficiency of execution and error resolution, the actual executed price and the commission, custodial and other services provided for the enhancement of the Firm’s portfolio management capabilities, the size and type of the transaction, the difficulty of execution and the ability to handle difficult trades, and the operational facilities of the brokers and/or dealers involved (including back office efficiency) and the research, brokerage or other services provided by such brokers. The Firm’s senior managers meet on a quarterly basis to evaluate, among other things, the execution that it is receiving from brokers. In conducting its analysis, the senior managers consider the factors listed above, among others, and will review gifts and entertainment received, and any known conflicts of interests (e.g., directing commissions to a broker that employs a family member of one of the Firm’s employees). Outsourced Trading The Firm has engaged one or more broker-dealers on behalf of the Funds to execute and/or direct a portion of the Fund’s trades on an outsourced basis (each, an “Outsourced Trading Desk”). The Firm believes that such engagement (i) benefits the Funds and its investors by providing access to each Outsourced Trading Desk’s knowledge and experience, connectivity to execution venues, proprietary and third-party trading technology and other services and (ii) is consistent with the Firm’s duty to seek best execution. However, such an arrangement differs from the practices of certain asset managers, which rely on their employees to perform certain of these trading functions. Under the terms of its engagement, an Outsourced Trading Desk — unless directed by the Firm to do otherwise — will have discretion on matters such as price, execution timing, venue, broker, and other aspects of trade execution. While the Firm reviews the services performed by any Outsourced Trading Desk on a periodic basis (see below), it is possible that, in the exercise of its discretion, an Outsourced Trading Desk will execute and/or direct trades under sub-optimal conditions or make trading-related errors that will negatively impact Clients. Use of an Outsourced Trading Desk, and the manner in which the Firm compensates the Outsourced Trading Desk, exposes Clients to potential conflicts of interest that would be different than the conflicts of interest posed if the Firm employed its own trading desk personnel. Specifically, when using an Outsourced Trading Desk, Clients bear the fees paid to such desk, which is not the case if the Firm traded internally. As a result, Client expenses are expected to be higher than if the Firm traded with brokers directly. The Firm has engaged an Outsourced Trading Desk on what it considers to be “arm’s-length” and commercially reasonable terms. In addition, any Outsourced Trading Desk has, and is expected to continue to have, clients other than the Firm and its Clients. Other Client demands could place limitations on, or reduce the responsiveness of, an Outsourced Trading Desk, which may adversely affect the Firm’s Clients.

Arrangements with Outsourced Trading Desks may expose Client transactions to information leakage similar to trading with other executing brokers. The Firm evaluates and monitors any Outsourced Trading Desk in a manner similar to other brokers and may incorporate additional elements to such review process. Research and Other Soft Dollar Benefits The Firm has entered into soft dollar arrangements with certain 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 create a potential incentive for the Firm to select a broker based on the Firm’s interest in receiving the research or other products or services offered by such broker, rather than on its Clients’ interests in receiving most favorable execution. Further, soft dollar arrangements pose a possible conflict of interest for the Firm in that such arrangements potentially allow the Firm to pay with client commissions expenses that would otherwise be borne by the Firm. However, the Firm only expects to use client commissions to pay for expenses that would otherwise be borne by its Clients (and not by the Firm). When engaging in soft dollar transactions, the Firm will comply with the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended. Under this provision, in exercising the Firm’s discretionary authority to select or arrange for the selection of brokers for execution of transactions for its Clients, and, subject to the Firm’s duty to obtain best execution, the Firm may consider the value of research and brokerage products and services provided by such brokers. Accordingly, if the Firm determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and products or services provided by such broker, a client may pay commissions to such broker in an amount greater than the amount another broker might charge. Research provided by such brokers may be used to service all Clients and not exclusively in connection with the management of the Clients that generated the particular soft dollar credits. Where a product or service obtained with client commission dollars provides both research and nonresearch assistance to the Firm, the Firm will make a reasonable allocation of the cost which may be paid for with client commission dollars. The Firm also executes transactions on behalf of its Clients with brokers that may provide the Firm with access to bundled services, including access to proprietary research reports (such as standard investment research and credit reports) and invitations to attend conferences. To the best of the Firm’s knowledge, these services are generally made available to all institutional investors doing business with such brokers. These bundled services are made available to the Firm on an unsolicited basis and without regard to the rates of commissions charged or paid by Clients or the volume of business that the Firm directs to such brokers. Brokerage for Client Referrals During our last fiscal year, the Firm acquired with client brokerage commissions (or markups or markdowns): (i) research, such as proprietary research from brokers and (ii) research services, such as consultation with industry consultants concerning specific companies, industries, or sectors. Subject to applicable law, the Firm may direct client brokerage business to brokers that refer prospective investors to the Firm. Because such referrals, if any, are likely to benefit the Firm but may not provide a benefit to the Firm’s Clients, the Firm would have a conflict of interest with its Clients when allocating brokerage

business to such brokers. To mitigate this potential conflict, the Firm will not allocate brokerage business to a referring broker unless it determines that such allocation is consistent with its best execution duties. Trade Errors The Firm may on occasion experience errors with respect to trades made on behalf of client accounts. The Firm will reimburse each client account for losses resulting from trade errors in accordance with the terms of such Client’s Governing Documents. Aggregation of Orders The Firm will not aggregate trades while the Funds are its only Clients that actively trade, since they operate through a single master-feeder structure.

Other than the products and services that the Firm receives from broker-dealers (described above in Item 12), the Firm does not receive any economic benefits from third parties in connection with the provision of investment advice to the Funds. The Firm does not compensate any third-party marketers for introductions to potential investors or Clients.

This item is not applicable.

Review of Accounts Client portfolios are reviewed, and their performance analyzed, by the Principal on a regular basis. In addition, the Principal and the CCO regularly review client portfolios to confirm that the securities held by them remain consistent with their investment strategies, objectives, and guidelines. Reporting The Firm furnishes investors in the Funds with at least quarterly reports, which generally include unaudited performance information and related commentary from the Principal. In addition, on an annual basis, investors receive a copy of the relevant Client’s annual audited financial statements and, if applicable, a statement of taxable income (Schedule K-1). In addition to the reporting above, investors may be provided with certain information in response to questions and requests, such as mid-month performance estimates and formal transparency reports. This information may not be distributed to all investors or prospective investors. Each investor is responsible for asking such questions as it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited information provided by the Firm is sufficient for its needs.

For purposes of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), the Firm is deemed to have custody over Client assets. In accordance with the Custody Rule: (i) the Funds and SPV are audited by an independent public accountant that is registered with, and subject to inspection by, the Public Company

Accounting Oversight Board, (ii) the Funds’ and SPV’s audited financial statements are prepared in accordance with U.S. generally accepted accounting principles, and (iii) the Firm delivers such annual audited financial statements to investors within 120 days after the end of each Client’s fiscal year.

The Firm has discretionary authority to manage securities and other investments on behalf of client accounts. The investors in the Funds generally will not be able to place any limits on the Firm’s authority beyond the limitations set forth in their respective Governing Documents.

The Firm generally has voting discretion over client securities and has adopted proxy voting policies and procedures, which are summarized below. In the absence of conflicts of interest, the Firm votes all proxies in the best interests of each Client. Gumshoe Capital’s policy is generally to vote in favor of management’s recommendations unless otherwise directed by Principal and the investment team. In addition, the Firm may determine to abstain from voting a proxy if it believes that such action is in the best interests of a particular Client. When the Firm does not vote with management, it may take into account the following factors, among others, in determining if a specific proposal is in the best interests of a particular Client: (i) management of the issuer’s views and recommendations on such proposal; (ii) whether the proposal may have the effect of entrenching existing management and/or making management less responsive to shareholders’ concerns (e.g., instituting or removing a poison pill, classified board of directors and/or other antitakeover measure); and (iii) whether the Firm believes that the proposal will fairly compensate management for its and/or the issuer’s performance. If the Firm deems that the issue being voted upon is not material for the Firm and its Clients or it determines that the cost of voting a proxy would exceed the expected benefit to the Firm’s Clients, the Firm will not be obligated to vote on such matter. If the CCO believes that a material conflict exists between the Firm and the Clients with respect to a voting decision, the CCO will work with the relevant investment professionals to determine the appropriate course of action, which may include consulting with an independent third party or having the conflicted person abstain from the decision-making. Upon the request by a Client, the Firm will disclose to such Client how it voted proxies for securities owned by such Client. The Firm will also provide a copy of its proxy voting policies and procedures to clients upon request.

This item is not applicable.