HAYMAN CAPITAL MANAGEMENT, L.P.

Hayman, a Delaware limited partnership with its principal place of business in Dallas, Texas, was founded in December 2005 and is wholly owned, directly or indirectly, by J Kyle Bass. Hayman has been registered with the SEC as an investment adviser since April 2008. As of December 31, 2020, Hayman managed approximately $304 million in assets under management on a discretionary basis on behalf of its clients. Hayman provides investment management services to private pooled investment vehicles (individually, a “Fund” and collectively, the “Funds”) and Separate Accounts (as defined below) (collectively with the Funds, “Clients”). Investors in the Funds are typically institutions, funds-of-funds, family offices, and highnet-worth individuals. The investment mandates and restrictions of the Funds are described in their respective offering documents. Investors are not permitted to impose their own investment restrictions on the Funds. The Hayman Funds Hayman is the general partner of Hayman Capital Partners, L.P., a Delaware limited partnership (“HCP” or the “Hayman Onshore Fund”) and is the managing general partner of Hayman Capital Master Fund, L.P., a Cayman Islands exempted limited partnership (the “Hayman Master Fund”). Hayman Offshore Management, Inc., a Cayman Islands exempted company (“HOM”) and affiliate of the Adviser, serves as the general partner of Hayman Capital Offshore Partners, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“HCOP” or the “Hayman Offshore Fund”) and the Hayman Master Fund. The Adviser serves as investment manager to HCP, HCOP, and the Hayman Master Fund (collectively, the “Hayman Funds”). HCP and HCOP invest substantially all of their assets in, and conduct substantially all of their investments and trading activities through, the Hayman Master Fund. The primary purpose of the Hayman Master Fund is to achieve a superior risk-adjusted return by investing primarily in securities which will be influenced by macro-economic trends or event-driven situations. The Hong Kong Funds Hayman is the general partner of Hayman Hong Kong Opportunities Onshore Fund LP, a Delaware limited partnership (“Hong Kong Onshore Fund”) and is the managing general partner of Hayman Hong Kong Opportunities Fund LP, a Cayman Islands exempted limited partnership (the “Hong Kong Fund”). Hayman Offshore Management, Inc., a Cayman Islands exempted company (“HOM”) and affiliate of the Adviser, serves as the general partner of Hayman Hong Kong Opportunities Offshore Partners LP, an exempted limited partnership organized under the laws of the Cayman Islands (“Hong Kong Offshore Fund”) and the Hong Kong Fund. The Adviser serves as investment manager to the Hong Kong Fund, Hong Kong Onshore Fund, and Hong Kong Offshore Fund, (collectively, the “Hong Kong Funds”). The Hong Kong Offshore Fund and Hong Kong Onshore Fund invest substantially all of their assets in, and conduct substantially all of their investments and trading activities through, the Hong Kong Fund. The purpose of the Hong Kong Fund is to achieve a superior risk-adjusted return by primarily investing in various Asian currencies; most specifically the Hong Kong dollar, versus certain developed market currencies, including the US dollar and euro. Investments include

foreign currency forward and option contracts, and may invest in interest rate derivatives among other types of securities. The Hong Kong Funds intend to execute an investment strategy that benefits from stress on the Hong Kong Monetary Authority. Separate Accounts Hayman may provide investment management services to separately managed accounts, including “funds of one” (collectively, “Separate Accounts”). The investment mandates and other terms of Separate Accounts are negotiated with each Client.

Investors in the Funds and the owners of the Separate Accounts are subject to the fees and expenses described below. Hayman has the authority to negotiate these fees and expenses at its discretion. Hayman has waived or negotiated lower fees or expenses for certain Clients and/or employees and their family members. The management fee is prorated for investments made in the middle of a billing period. In the event that the advisory services of the Adviser are terminated prior to the end of any calendar quarter, a proportionate amount of the applicable management fee will be refunded to such or investor, as applicable. As described below, certain investments may be Client subject to withdrawals fees. The following is illustrative of fees that investors can typically expect. Investors in the Funds should consult the offering documents for the relevant Fund for a detailed description of the fees and expenses applicable to their investment. The Hayman Funds Incentive Fees are assessed annually and subject to a high water mark. Investors in the Hayman Onshore Fund and the Hayman Offshore Fund are subject to the following fee schedule: •

Share Sub-Class A-1 o Management Fee: 0.4625% quarterly, in advance (1.85% annualized) o Incentive Fee: 20%

•

Share Sub-Class A-2 o Management Fee: 0.25% quarterly, in advance (1.0% annualized) o Incentive Fee: 20% o Minimum: $20,000,000 Early Withdrawal Fee:

None

The Hong Kong Funds Each share sub-class has the same rights and obligations. Incentive Fees are assessed on distributions after the return of initial capital. Investors in the Hayman Hong Kong Opportunities Onshore Fund and the Hayman Hong Kong Opportunities Offshore fund are subject to the following fee schedule:

•

Share Sub-Class A-1 o Minimum: $1MM o Management fee: 0.1875% quarterly, in advance (0.75% annualized) o Incentive Fee: 15% of distributions after return of initial capital up to 100% net return on capital contributed, thereafter 20% of distributions.

•

Share Sub-Class A-2 o Minimum: $50MM (and all day one investors on January 1st 2017) o Management fee: 0.125% quarterly, in advance (0.50% annualized) o Incentive Fee: 15% of distributions after return of initial capital up to 100% net return on capital contributed, thereafter 20% of distributions.

•

Share Sub-Class A-3 o Minimum: $150MM o Management fee: 0.0625% quarterly, in advance (0.25% annualized) o Incentive Fee: 15% of distributions after return of initial capital up to 100% net return on capital contributed, thereafter 20% of distributions.

•

Share Sub-Class B o Minimum: $100,000 o Management fee: one-time 2% management fee o Incentive Fee: 15% of distributions after return of initial capital up to 100% net return on capital contributed, thereafter 20% of distributions.

Early Withdrawal Fee:

None

Covalent Funding Partners Covalent Funding Partners LP is a private fund organized for the purpose of investing in a single private security of a development stage start-up company. This fund is closed to new investors. Separate Accounts Hayman does not maintain a fee schedule for Separate Accounts. Fees and expenses applicable to each account are negotiated separately. Expenses Clients of Hayman, including the Funds, will generally bear costs associated with management of their accounts, including (a) broker’s commissions, exchange fees, interest expenses, withholding and other taxes, custodial fees, clearing fees and account fees; (b) securities lending fees and expenses; (c) interest on margin accounts and other indebtedness, (d) regulatory costs and expenses, (e) expenses related to third-party research, publications, data and data services, including real-time pricing and market information (such as Bloomberg and Reuters services and including but not limited to the Order Management System and Bloomberg Terminals) and historical pricing and other data; (f) outside professional fees and expenses, including those of attorneys, accountants, consultants, administrators and independent advisors and board fees; (g)

travel expenses incurred in connection with evaluating, negotiating, managing, or disposing of investments; and (h) indemnification payments, insurance costs and extraordinary expenses (including, but not limited to, litigation expenses). Please see the Brokerage Practices section of this brochure for further information regarding commissions and other transaction costs incurred by Clients.

Side Letters Hayman, the Managing General Partner, has previously and may, from time-to-time, enter into letter agreements or other similar agreements (collectively, “Side Letters”) which may amend, vary, waive, or modify terms of the Funds’ partnership agreements with respect to a particular limited partner; provided, however, such a Side Letter may not be entered into if it would reasonably be expected to have a material adverse effect upon any other limited partner. Side Letters do not require consent of any other limited partner.

of Loss Hayman’s investment process generally begins with idea generation driven by its Investment Team members’ monitoring of a defined set of sovereign actions, corporate events, global market conditions, and internal and external sources. Once an idea is generated, a preliminary evaluation of intrinsic value and risk/reward characteristics is conducted by the broader Investment Team. Potential investments are subject to further evaluation, generally including a fundamental analysis of government and/or company economics and an assessment of pricing discrepancies and identified catalysts. Country risk(s) (government, GDP, capital account, political situation, and currency assessment) are also assessed by the Investment Team. Based on this process, Kyle Bass, as the Chief Investment Officer (“CIO”) makes the final decision whether to proceed with an investment idea and position sizing (subject to any limitations in the agreements for the Separate Accounts). Capital is allocated on a position-by-position basis, depending on the specific opportunity and risk/return profile of a potential investment. However, concentration of exposures to certain industries or product types is monitored closely by the CIO and the Investment Team, who help formulate portfolio construction. Hayman invests in securities which will be influenced by macro-economic trends, special or event driven situations. Depending on the investment mandate of the specific Client, the Adviser may invest in any type of asset, including swaps, options, futures, commodities, currencies, distressed debt, and other types of equity and fixed-income securities. Hayman does not invest directly in real estate. Investment advisers, including Hayman, must rely in part on digital and network technologies (“cyber networks”) to maintain substantial computerized data about activities for Client accounts and otherwise conduct their businesses. Such cyber networks might in some circumstances be subject to a variety of possible cybersecurity incidents or similar events that could potentially result in the inadvertent disclosure of confidential computerized data or Client data to unintended parties, or the intentional misappropriation or destruction of data by malicious hackers seeking to compromise sensitive information, corrupt data, or cause operational disruption. Cyber-attacks might potentially be carried out by persons using techniques that could range from efforts to electronically circumvent network security or overwhelm websites to intelligence gathering and social engineering functions aimed at obtaining information necessary to gain access. Hayman maintains policies and procedures (which it developed in conjunction with its third-party information technology provider) on information technology security, it has certain technical and physical safeguards intended to protect the confidentiality of its internal data, and takes other reasonable precautions to limit the potential for cybersecurity incidents, and to protect data from inadvertent disclosure or wrongful misappropriation or destruction. Nevertheless, despite reasonable precautions, the risk remains that cybersecurity incidents could potentially occur, and such incidents, in some circumstances, might result in unauthorized access to sensitive information about Hayman or its Clients or their investors, and/or cause damage to Client accounts or Hayman’s activities for Clients or

their investors. Hayman will seek to notify affected Clients and investors of any known cybersecurity incident that may pose a substantial risk of exposing confidential personal data about such Clients or investors to unintended parties. The risks involved with the Hayman’s investment strategies and techniques are discussed below. All of these investments involve a risk of loss of invested capital, which Clients and investors should be prepared to bear. Currencies. The Adviser invests portions of its Clients’ assets in instruments denominated in non-U.S. currencies or instruments the prices of which are determined with reference to currencies other than the U.S. dollar, including, without limitation, options on non-U.S. currencies. The Adviser, however, values its Clients’ securities and other assets in U.S. dollars. The Adviser may or may not seek to hedge all or any portion of the foreign currency exposure of its Client portfolios. To the extent unhedged, the value of the assets of Client portfolios will fluctuate with U.S. dollar exchange rates as well as the price changes of the positions of Client portfolios in the various local markets and currencies. Thus, an increase in the value of the U.S. dollar compared to the other currencies in which Client portfolios make their investments will reduce the effect of increases and magnify the effect of decreases in the prices of the securities and other financial instruments owned by Client portfolios in the local markets of such other currencies. Conversely, a decrease in the value of the U.S. dollar will have the opposite effect on the non-U.S. dollar securities and other financial instruments owned by Client portfolios. Special Situation Companies/Distressed Investments. The Adviser may invest in securities of issuers in weak financial condition, experiencing poor operating results, having substantial financial needs or negative net worth, facing special competitive or product obsolescence problems, or that are involved in bankruptcy or reorganization proceedings. Investments of this type involve substantial financial business risks that can result in substantial or total losses. Among the problems involved in assessing and making investments in troubled issuers is that it may be difficult to obtain information as to the condition of such issuer. The market prices of the securities of such issuers are also subject to abrupt and erratic market movements and above-average price volatility, and the spread between the bid and asked prices of such securities may be greater than normally expected. It may take a number of years for the market prices of such securities to reflect their intrinsic values. Some securities may not be widely traded and the Adviser’s positions in such securities may be substantial in relation to the overall market for such securities. These types of securities require active monitoring and, at times, may require participating in bankruptcy or reorganization proceedings by the Adviser. To the extent that the Adviser becomes involved in such proceedings, Client accounts may have a more active participation in the affairs of the issuer than originally contemplated. In addition, the Adviser’s participation in such proceedings may restrict or limit Clients’ ability to trade securities of the subject company. Risk Arbitrage Transactions. The Adviser may engage in risk arbitrage transactions where it purchases securities at prices slightly below the anticipated value of the cash, securities or other consideration to be paid or exchanged for such securities in a proposed

merger, exchange offer, tender offer or other similar transaction. Such purchase price may be substantially in excess of the market price of the securities prior to the announcement of the merger, exchange offer, tender offer or other similar transaction. If the proposed merger, exchange offer, tender offer or other similar transaction later appears likely not to be consummated or it is not consummated or is delayed, the market price of the security purchased by the Adviser may decline sharply and result in losses if such securities are sold, transferred or exchanged for securities or cash, the value of which is less than the purchase price. In certain transactions, the position may not be “hedged” against market fluctuations. Even if the proposed transaction is consummated, this can result in losses. In addition, a security to be issued in a merger or exchange offer may be sold short by the Adviser in the expectation that the short position will be covered by delivery of such security when issued. If the merger or exchange offer is not consummated, the Adviser may be forced to cover its short position at a higher price than its short sale price, resulting in a loss. Concentration. Although the Adviser generally intends to diversify investments made by its Clients, investments may at times be concentrated in a limited number of companies or industries. If such an investment performs poorly, this concentration could cause a proportionately greater loss than if a larger number of investments were made, and if such proportionately greater loss occurs, it may adversely impact the overall return on investment realized by Clients. Illiquid Investments. Certain investments may not be able to be sold except pursuant to a registration statement filed under the Securities Act or in accordance with Rule 144 or another exemption under the Securities Act. Furthermore, because of the speculative and non-public nature of some investments, the Adviser may, from time to time, sell or otherwise dispose of investments that later prove to be more valuable than anticipated at the time of such disposition. Any premature sales or dispositions may prevent Clients from realizing the same overall return on investment as may have been realized if such sales or dispositions had been made at a later date. Certain securities may be difficult or impossible to sell at the time and price that the Adviser desires. The Adviser may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on the performance of the affected Client accounts. Leverage. When permitted, leverage increases the account’s exposure to losses. Moreover, if an account’s revenues were not sufficient to pay the principal of and interest on the debt when due, the Client could sustain a total loss of investment. Counterparty Creditworthiness. When the Adviser engages in certain transactions, including, but not limited to, swap transactions, forward foreign currency transactions and bonds and other fixed-income securities, the Adviser relies on the creditworthiness of its counterparty. In certain instances, counterparty risk or credit risk is affected by the lack of a central clearinghouse. In times of market distress consistent with current economic conditions, a counterparty may default rapidly and without notice to the Adviser, and the Adviser may be unable to

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Hayman provides investment management services to private pooled investment vehicles and Separate Accounts. Investors in the Funds are typically institutions, fundsof-funds, family offices, and high-net-worth individuals. The minimum initial capital contributions for the various funds are: The Hayman Funds The Hong Kong Funds

$1 million. $1 million. ($100,000 for Class B)

The general partner of the Funds has previously and may grant exceptions to these minimums. Hayman shall determine from time to time the minimum investment for each Separate Account. Investors in each of the U.S. Funds and U.S. investors in the each of the offshore Funds must each be (i) an “accredited investor” as defined in Regulation D under the U.S. Securities Act of 1933, as amended (“Securities Act”), and (ii) a “qualified purchaser” as that term is defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended.

Management

Based

Fees

and

Side-by-Side

As described above, Hayman receives performance-based fees or allocations from all of its Clients. Management of accounts that do not pay performance-based compensation side-by-side with accounts that do pay such compensation may create an incentive for an adviser to favor the accounts with performance compensation. In order to mitigate this potential conflict, the Adviser does not manage accounts that pay performance-based compensation side-by-side with accounts following a similar strategy that do not pay such compensation.

Hayman and its partners, affiliates and employees engage in other activities, including providing investment management and advisory services to other funds and accounts, and shall not be required to refrain from any activity, to disgorge profits from any such activity or to devote all or any particular amount of time or effort of any of their officers,

directors or employees to the Clients and their affairs. Such activities may require a substantial amount of time. Hayman and its affiliates may allow certain investors in the Funds to invest side-by-side with a Fund in connection with certain investments, and Hayman and its affiliates may receive fees in connection with such investments. None of the Funds, its investors or any other Clients have any right to participate or to obtain an interest in any such investment opportunities or any other outside activities of Hayman, its partners, affiliates and employees. In addition, such other activities could subject Clients to trading restrictions or position limits that could prevent Hayman from acting in the best interest of the Fund. The Adviser faces conflicts of interest when allocating investment opportunities among its Clients. Hayman and any of its affiliates may give different advice or take different action with respect to any Funds or Separate Accounts. Allocation of investment opportunities among Clients will be made on a basis that Hayman determines in good faith to be fair and reasonable taking into account considerations that it deems relevant, such as the investment objectives and investment portfolio of the Clients. If permitted under applicable law and the governing documents of each Client, Hayman may, on behalf of a Client for liquidity, portfolio rebalancing, trade allocation or other reasons, purchase investments from, sell investments to or enter into agreements with other Clients (i.e. “cross transactions”). The terms of any such cross transactions will be commercially reasonable and will not be materially less favorable to a Client than those available in the market. Hayman will receive no special fees or other compensation in connection with cross transactions. Expenses incurred in a cross transaction will be allocated equitably in the sole discretion of Hayman between the Clients that are parties to the cross transaction. Similarly, if a transaction is cancelled, any costs incurred will be allocated equitably in the sole discretion of Hayman between the Clients that are parties to the cross transaction. The Adviser is registered as a commodity pool operator and commodity trading adviser with the CFTC and is a member of the National Futures Association.

Transactions and Personal Trading Subject to Hayman’s Code of Ethics, neither the Adviser nor its employees are prohibited from buying or selling securities for their own accounts, and take investment positions similar or contrary to those acquired for Clients. Certain Hayman employees invest in the Funds as limited partners. The Adviser waives the management fee and performance allocation with respect to Fund investments held by employees. Hayman has adopted a written Code of Ethics (the “Code”) that is applicable to all of its officers and employees. Among other things, the Code requires such officers and employees to adhere to high ethical standards, act in Clients’ best interests, and abide by all applicable regulations. The Code includes an Insider Trading Policy that is designed to prevent officers and employees from misusing material non-public information, including information regarding the Clients’ transactions. The Code also includes a Personal Trading Policy which generally requires officers and employees to

pre-clear most personal securities transactions with the Chief Compliance Officer. Officers and employees are prohibited from engaging in transactions in securities on Hayman’s restricted list, as well as from trading ahead of Clients or otherwise engaging in transactions that may harm Clients. Any personal investment opportunities that may be appropriate for Clients must be presented to Hayman’s Investment Team for consideration as a Client investment prior to an officer or employee making an investment. Restrictions on personal trading apply to officers and employees, as well as family members living in the same household and certain other beneficial owners. A copy of the Code is available to any Client, prospective Client, investor or prospective investor upon request.

The Adviser has discretion to select broker-dealers to execute transactions on behalf of Clients. Some Separate Account Clients may be permitted to direct Hayman to use specific broker-dealers. Hayman may be unable to achieve best execution for Client transactions when a Client limits the Adviser’s ability to direct securities transactions. Hayman’s primary consideration in placing transactions with particular broker-dealers is to obtain execution in the most effective manner possible. Hayman also takes into account certain other factors, which may include, the size of order, difficulty of execution and operational facilities of a brokerage firm, the firm’s risk in positioning a block of securities, financial strength, integrity and stability of the brokerage firm, value of research and/or brokerage related services provided by the brokerage firm and the competitiveness of commission rates in comparison with other brokers satisfying Hayman’s other selection criteria. Consistent with seeking best execution, Hayman places brokerage orders with brokers that provide Hayman with supplemental research, market and statistical information (“soft dollar” items), including advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities, and furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. The term “soft dollars” refers to the receipt by an adviser of products and services provided by brokers without any cash payment by the adviser, based on revenue generated from brokerage commissions for transactions executed for clients of the investment manager. Using soft dollars to obtain investment research and/or brokerage related services creates a potential conflict of interest between an adviser and its clients because the soft dollars may be used to acquire products and services that are not exclusively for the benefit of the client accounts that generated the commissions and may primarily or exclusively benefit the Adviser. To the extent that the Adviser is able to acquire these products and services without expending its own resources (including management fees paid by Clients), the Adviser’s use of soft dollars would tend to increase the Adviser’s profitability. Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides a “safe harbor” to investment managers who use soft dollars generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the investment manager in the performance of investment decision-making responsibilities.

Hayman is authorized to pay higher prices for the purchase of securities from or accept lower prices for the sale of securities to brokerage firms that provide it with such soft dollar items or to pay higher commissions to such firms if Hayman determines such prices or commissions are reasonable in relation to the overall services provided. Because commission rates in the United States are negotiable, selecting brokers on the basis of considerations that are not limited to applicable commission rates may at times result in higher transaction costs than would otherwise be obtainable. Hayman obtains research and/or brokerage related services from some broker-dealers at which its Client accounts generate commissions, which benefits the Adviser. Research and brokerage related services furnished within the last year include written information and analysis concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing services; and discussions with research personnel. The Adviser does not, however, negotiate higher rates on fees and expenses to be paid by its Client accounts in exchange for lower rates on fees and expenses to be paid by the Adviser. The Adviser has an arrangement with Bloomberg Tradebook LLC (“Bloomberg”) whereby a portion of the commissions charged on Client trades is used to offset the cost of other products and services provided by Bloomberg. Products and services that may be paid for under this arrangement include securities and market research, Bloomberg analytical and compliance tools, execution platforms for various products, market data, and order management systems (“Bloomberg Services”). A portion of the Bloomberg Services used by Hayman may not be deemed investment research or execution services within the safe harbor provisions of Section 28(e) of the Exchange Act. Aside from its arrangement with Bloomberg, Hayman does not maintain soft dollar agreements with brokers or other third-parties. Hayman may receive capital introduction services from some of the broker-dealers it uses to execute and/or settle its transactions. Although such services may benefit Hayman by increasing its assets under management, the Adviser does not direct brokerage transactions based on the availability of capital introduction services or the referral of Clients or investors. Aggregated Trades In many instances, Hayman may determine that it is in one or more of its Clients’ best interests to engage in a block trade comprised of shares to be purchased or sold by more than one Client account. Such a block trade may result in a lower brokerage commission, thereby benefiting the Client accounts. Block trades are allocated based on the capital allocated to the trade by the CIO for each account. Intended allocations are documented prior to execution, and partial fills are allocated pro-rata to the intended allocation, within round lot parameters.

Hayman previously engaged one third party placement agent to introduce prospective investors from certain countries to the Funds. The fees paid to the placement agent would be based on a point-in-time negotiation and all such fees would be fully disclosed to investors referred by the placement agent. The fees and expenses of the placement agent would be paid solely by Hayman. In addition, where applicable, Hayman will continue to pay a portion of its advisory fees for certain legacy investors referred to the Adviser who remain investors.

On May 28, 2015, Hayman entered into a settlement with the CME Group, Inc.’s New York Mercantile Exchange Business Conduct Committee (an SRO) concerning certain commodities futures contract positions held by the Hayman Funds. Under the terms of the settlement, Hayman, without admitting or denying the findings or rule violation, agreed to the entry of notice of a disciplinary action finding that in January 2015 Hayman exceeded the spot month position limits for expiring crude oil future contracts on the NYMEX exchange. Further, Hayman agreed to pay a fine of $25,000 and for the Hayman Funds to disgorge the profits earned from the January crude oil futures contracts held in excess of the spot month limit.

Accounts under Hayman’s management are monitored on a regular basis by the CIO, the Chair of the Risk Committee (“Risk Officer”), and the rest of the Investment Team. With

respect to accounts that are actively managed, the Risk Officer regularly reviews reports that are designed to identify accounts or positions that are outside of the Adviser’s risk guidelines. The CIO and Investment Team are alerted if a risk guideline has been breached. Fund investors receive capital account statements electronically via a web-portal on a monthly basis prepared by the Funds’ administrator and receive audited financial statements annually. Tax reporting documents (e.g. Forms K-1) are provided to Clients and fund investors (as appropriate). Separate Account Clients would receive account statements directly from their chosen custodian on at least a quarterly basis. Hayman may supplement these custodial statements with additional reports, as negotiated with each Client.

All of the Funds’ accounts are maintained at unaffiliated broker-dealers or banks. Hayman is generally deemed to have custody over the cash and securities held by the Funds based on its status as the general partner of each Fund. Hayman employs robust internal controls designed to protect the Funds’ assets, including a dual signature requirement for transfers from a Client account to non-client account. All investors in the Funds receive audited financial statements annually. The Adviser does not have custody over cash or securities held by Separate Accounts.

Hayman has discretionary authority to manage the assets of each Client pursuant to an investment management agreement or other governing agreement applicable to such Client and to which Hayman is a party. These agreements include an explicit grant of discretionary authority to manage the applicable Client’s assets. With respect to the Funds, there are no specific limitations placed on this authority, provided that Hayman will exercise its discretionary authority in accordance with the investment objectives and strategy and applicable limitations, if any, set forth in applicable offering documents of each Fund. With respect to each Separate Account, the Adviser’s investment authority is subject to negotiation with each Separate Account owner.

In accordance with its fiduciary duty to Clients and Rule 206(4)-6 of the Investment Advisers Act of 1940, as amended, Hayman has adopted and implemented written policies and procedures governing the voting of Client securities. All proxies that Hayman receives will be treated in accordance with these policies and procedures. The Adviser’s proxy voting policies and procedures are designed to vote proxies in the best interests of Clients. These proxy voting policies, together with information regarding how the Adviser has voted past proxies with respect to each Client, is available to Clients and investors upon written request. Upon agreement with Hayman, owners of Separate Accounts can take responsibility for voting their own proxies, or can give Hayman instructions about how to vote their shares. Hayman generally considers the reputation, experience, and competence of a company’s management and board of directors when it evaluates a prospective investment. In general, Hayman votes in favor of routine corporate matters, such as the re-approval of an auditor or a change of a legal entity’s name. Hayman also generally votes in favor of compensation practices and other measures that are in line with industry norms, that allow companies to attract and retain key employees and directors, that reward long-term performance, and that align the interests of management and shareholders. The Chief Compliance Officer oversees the proxy voting process. In the absence of a conflict of interest, the Chief Compliance Officer consults with relevant members of the Investment Team in determining how to vote a proxy. If a conflict arises with respect to a security held by a Fund, the Chief Compliance Officer may, among other courses of action, consult with outside counsel or other consultants as necessary, in determining how and whether to vote the proxy. For short-term and liquid investments, Hayman may decline to vote. If a conflict arises with respect to a security held by a Separate Account for which Hayman votes proxies, the Chief Compliance Officer will consult with the Client in deciding how to vote the proxy.

Hayman has never been the subject of any bankruptcy proceeding and is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to Clients.