Irenic Capital Management LP

Irenic Capital Management LP (hereinafter “Irenic”, “we”, “us”, “our” or the “Firm” or the “Investment Manager”) was organized in October 2021 as a Delaware limited partnership with a principal place of business in New York, New York. Adam Katz, the Chief Investment Officer (“CIO”), and Andrew Dodge, the Director of Research (“Director of Research”), are the majority beneficial owners of the Firm. We are an affiliate of Irenic Capital Evergreen Fund GP LLC, Irenic Capital Opportunity Fund GP LLC, Irenic Adelaide GP LLC, Irenic Capital Panther GP LLC, Irenic Wilshire GP LLC, Irenic Ascend GP LLC, Irenic Mayfair GP LLC, Irenic Rise GP LLC, and Irenic McLaren GP LLC (the “General Partners”, each a “General Partner”). We serve as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles, the securities of which are offered through a private placement memorandum to accredited investors, as defined under the Securities Act of 1933, as amended, and qualified purchasers, as defined under the Investment Company Act of 1940, as amended. We do not tailor our advisory services to the individual needs of any particular investor. Irenic manages the following private, pooled investment vehicles:

Irenic Capital Evergreen Cayman Fund Ltd., a Cayman Islands exempted company; Irenic Capital Evergreen US Fund LP, a Delaware limited partnership; Irenic Capital Evergreen Master Fund LP, a Cayman Islands exempted limited partnership; Irenic Capital Opportunity Cayman Fund LP, a Cayman Islands exempted limited partnership; Irenic Capital Opportunity US Fund LP, a Delaware limited partnership; Irenic Capital Opportunity Master Fund LP, a Cayman Islands exempted limited partnership; Irenic Capital Panther Aggregator Master Fund LP, a Delaware limited partnership; Irenic Capital Panther Aggregator Feeder Fund LP, a Delaware limited partnership; Irenic Harpoon LLC, a Delaware limited liability company, Irenic Harpoon Aggregator LLC, a Delaware limited liability company; Irenic Harpoon Cayman LP, a Cayman Islands exempted limited partnership; Irenic McLaren Aggregator LP, a Cayman Islands exempted limited partnership; Irenic McLaren LLC, a Delaware limited liability company; Irenic McLaren Cayman LP, a Cayman Islands exempted limited partnership; Irenic Mayfair LLC, a Delaware limited liability company; Irenic Ascend LLC, a Delaware limited liability company; Irenic Wilshire LLC, a Delaware limited liability company; Irenic Schooner LLC, a Delaware limited liability company; and Irenic Adelaide SPV LP, a Delaware limited partnership, each referred to as a “Fund” or “Client”, and collectively referred to as the “Funds” or the “Clients”.

The Funds’ “Limited Partners” or “Shareholders” are hereafter collectively referred to as the “Investors” where appropriate. Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents.”

We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, Irenic managed approximately $2,398,726,617 regulatory assets under management on a discretionary basis.

The fees applicable to each of the Funds are set forth in detail in the corresponding Offering Documents. A brief summary of such fees is provided below. Management Fee Irenic is paid an investment management fee (“Management Fee”) per annum of the net asset value of the Funds. Generally, Irenic’s Management Fee will range from 1.00% to 2.00%. The Investment Manager, in its sole discretion, may waive or modify the Management Fee for any Investor. Other Types of Fees or Expenses Irenic is authorized to incur and pay in the name and on behalf of the Funds all expenses which we deem necessary or advisable. The Funds will bear all of their operating expenses (collectively, the “Fund Expenses”), which expenses will include, without limitation: (a) organizational and offering expenses; (b) expenses associated with all investments and transactions considered, evaluated and/or consummated by the Funds, as well as overall consideration and evaluation of the Funds’ portfolios, including, without limitation, those expenses incurred before the initial closing of the Funds, including, without limitation, expenses associated with sourcing, negotiating, investigating, researching, financing and structuring of investments and potential investments, whether or not consummated, including, without limitation, data and research onboarding, ingestion, aggregation, and analysis, third-party research, data, analytics, modeling, risk, structuring, pricing, execution and other third-party information systems, including, without limitation, installation and maintenance, software and service fees (including, without limitation, the expenses with respect to data, data feeds, subscriptions, expert networks, political intelligence providers and reports); (c) the costs of research-related computer hardware and software expenses, including, without limitation, Bloomberg terminals and subscriptions and other market information systems, as well as the costs of research management systems and corporate access tracking systems; (d) the costs of the Investment Manager’s portfolio management system and any other software used for accounting and/or monitoring of the portfolio, including, without limitation, subscriptions relating to, among other things, trading and order management systems and services; (e) expenses associated with holding, financing, monitoring, hedging, maintaining and disposing of all investments of the Funds and all transaction and other costs associated therewith, including, without limitation, expenses associated with proxy research and voting services; (f) travel and related expenses associated with investments and potential investments; (g) professional fees associated with investments and potential investments, including, without limitation, consulting, due diligence, accounting, valuation, financial, legal and other advisory fees and expenses; (h) transaction fees, brokerage commissions, custodial fees, clearing and settlement charges and similar fees and expenses associated with the acquisition, disposition and settling of investments and potential investments, including, without limitation, in connection with outsourced trading; (i) expenses associated with legal and regulatory filings of the Funds in the United States, the Cayman Islands or in any other jurisdiction (including,

without limitation, pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as the expenses associated with preparation and filing of the Investment Manager’s Form 13F, Form 13H and Form PF, if applicable, and any other similar filing in any other U.S. or non-U.S. jurisdiction; (j) administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting, advisory and similar fees and expenses associated with the Funds’ operations, investments and transactions, including, without limitation, fees and expenses of the Administrator (defined below) and the costs of Client relationship management systems; (k) expenses incurred in connection with responding to requests or inquiries from any U.S. federal, state, local or non-U.S. governmental entity or authority, regulatory body or self-regulatory organization with respect to the Funds; (l) broken-deal, failed transaction, break-up and similar fees, costs and expenses (if any); (m) costs and expenses of leverage or any other borrowings of the Funds, including, without limitation, interest charges and fees; (n) expenses incurred in the collection of monies owed to the Funds, as applicable; (o) auditing and accounting expenses of the Funds, including, without limitation, expenses associated with the preparation of financial statements, tax returns and Schedules K-1 and the fees and expenses of the auditor; (p) any entity-level taxes, fees or other governmental charges on the Funds, including, without limitation, any withholding taxes not due to the status or noncompliance of a particular Investor; (q) costs and expenses associated with Investor communications and reports and the delivery thereof to Investors; (r) the costs of service providers or software to measure or monitor risk metrics, to aggregate positions and/or to provide reporting with respect to risk metrics and/or positions; (s) costs and expenses associated with meetings of the Investors including without limitation the reasonable costs of the Investment Manager’s travel to such parties; (t) insurance expenses, including, without limitation, general partner liability insurance and other policies, if any, as well as the Funds’ share of expenses with respect to directors’ and officers’ liability insurance and errors and omissions insurance and other policies, if any; (u) costs and expenses (including, without limitation, entity-level taxes, fees or other governmental charges) associated with the formation, organization and operation of any subsidiary, special purpose vehicle, alternative investment vehicle, holding company or similar entity formed with respect to investments, credit facilities or other transactions entered into for the benefit of the Funds; (v) wind-up, liquidation, termination and dissolution expenses; (w) costs, fees and expenses related to registration, qualification and/or exemption under any applicable U.S. federal, state, local or non-U.S. laws, rules or regulations, including, without limitation, blue sky fees, Form D, Form 8.3, CFTC filings and notices and other securities and/or investmentrelated filing expenses; (x) costs related to any transfers of Interests, unless otherwise charged to or borne by the applicable transferor and/or transferee; (y) expenses incurred in connection with the preparation of any amendment to the respective Offering Documents, as well as the preparation or amendment of any side letter; (z) expenses incurred in connection with pursuing, defending or participating in any litigation, arbitration, mediation or similar proceeding by the Funds; (aa) any extraordinary expenses (including, without limitation, all litigation-related and indemnification and contribution expenses, including, without limitation, the amount of any judgment or settlement paid in connection therewith); (bb) fees and expenses of the Advisory Boards of the Funds, as applicable, including, without limitation, the fees of the independent members of the Advisory Boards of the Funds, as applicable; (cc) the Management Fee; and (dd) all other fees, costs, charges and expenses associated with the business, affairs and/or operations of the Funds, including, without limitation, any other cost that may otherwise be paid by the Funds with soft dollars pursuant to Section 28(e) of the Exchange Act. In general, each Investor will bear its proportionate share of the Fund Expenses on a pro rata basis with respect to the size of its capital account(s). The General Partner may, however, allocate expenses on another basis, including by allocating certain expenses to certain (but not all) Investors or capital accounts, if the General Partner determines that such an allocation

is more equitable. In addition, any Fund Expenses attributable solely to investments in “new issues” or solely to designated investments will be allocated solely to those Investors who participate in the relevant investments with respect to their relative interest in such investments. Further, the General Partner will have the right to charge any partner, and not treat as a Fund Expense, any expense attributable to a single Investor or a small group of Investors, including, without limitation, additional accounting expenses incurred in providing a calculation of “unrelated business taxable income” (“UBTI”), if any, to particular Investors. From time to time, the General Partner, the Investment Manager and/or their affiliates may elect to bear certain expenses on behalf of the Funds that would otherwise be Fund Expenses. The General Partner, the Investment Manager and/or their affiliates will not have any obligation to bear such expenses and may elect at any time (in whole or in part) to no longer bear such expenses on behalf of the Funds. To the extent that Fund Expenses are attributable to multiple Clients (defined below), such amounts will be allocated in accordance with the Investment Manager’s expense allocation policy, pursuant to which the Investment Manager will generally allocate such expenses pro rata based upon the respective net asset values of such applicable Clients. Notwithstanding the foregoing, the Investment Manager may make non-pro rata allocations as permitted by its expense allocation policy. The Investment Manager, the General Partner and/or the principals have advanced funds on behalf of the Funds prior to the launch of the Funds and may advance funds on behalf of the Funds, and the Investment Manager, the General Partner and the principals, as the case may be, will be reimbursed by the Funds for such advanced amounts.

The descriptions set forth in this Brochure of specific advisory services that we offer to Clients, and investment strategies pursued and investments made by us on behalf of our Clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any

not described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines as set forth in the Offering Documents. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. Investment Objective The investment objective of the Funds is to produce superior risk-adjusted returns through (i) the purchase of publicly-traded securities that the Investment Manager believes are likely to experience a substantial increase in value due to the improved financial performance of the underlying businesses, a change in Investor perception, or other idiosyncratic event while; (ii) entering into various securities transactions (e.g., short-sales, the purchase of equity derivatives) designed to hedge underlying exposures to industry risks and broader market dislocations. The Funds expect that in many situations the Investment Manager or its Affiliates will engage the management and boards of directors of the issuers of the securities it will acquire in order to help facilitate the desired performance improvements. In connection with such engagements, the Investment Manager or its affiliates may, from time to time, obtain representation on the boards of directors of the issuers of the securities. Irenic may invest certain Funds in privately placed unregistered securities that do not have a readily ascertainable market value or other illiquid securities which may be valued but are not freely transferable. The investment strategies described herein are those that the Investment Manager expects to employ on behalf of the Funds. However, except as expressly set forth herein, there are no limitations on the investment strategies that the Funds may employ in order to opportunistically respond to, or to take advantage of, changing market conditions and new investment opportunities. There can be no assurance that the Funds’ investment objective will be achieved, and investment results may vary substantially on a monthly, quarterly and annual basis. Risk of Loss Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. An investment involves significant risks and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in the Offering Documents. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly-traded stocks and bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective Investor should carefully review the Offering Documents and the documents referred to herein before deciding to invest with Irenic. Defined terms below shall have the same meaning as those in the Offerings Documents. Trading Risks General Investment and Trading Risks. All securities investments present a risk of loss

of capital. Volatile financial markets increase that risk. If the Investment Manager’s evaluation of an investment opportunity should prove incorrect, the Funds could experience losses as a result of a decline in the market value of securities in which the Funds hold a long position or an increase in the value of securities in which the Funds hold a short position. The Funds’ investment program may include short sales, which can involve substantial volatility and can, in certain circumstances, substantially increase the adverse impact to which the Funds may be subject. The risk management techniques that may be used by the Investment Manager do not provide any assurance that the Funds will not be exposed to a risk of significant investment losses. No guarantee or representation is made that the Funds’ investment program will be successful, that the Funds will achieve their targeted returns or that there will be any return of capital to Investors. In addition, investment results may vary substantially over time. Investment Judgment. The profitability of a significant portion of the Funds’ investment program depends to a great extent upon correctly assessing the future profitability of companies and future price movements of securities and other investments. There can be no assurance that the Investment Manager will be able to accurately predict the long-term results of any security or other investment. General Economic 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), tax considerations and tax treatment, trade barriers, currency exchange controls and national and international political circumstances (including wars, terrorist acts and security operations). These factors may affect the level and volatility of the prices and liquidity of the Funds’ investments and could impair the Funds’ profitability or result in losses. The Investment Manager may consider some or all of these factors when making trading decisions. The Funds could incur material losses even if the Investment Manager reacts quickly to difficult market conditions, and there can be no assurance that the Funds will not suffer material losses and other adverse effects from broad and rapid changes in market conditions in the future. Investors should realize that markets for the financial instruments in which the Funds will seek to invest can correlate strongly with each other at times or in ways that are difficult for the Investment Manager to predict. Even a well-analyzed approach may not protect the Funds from significant losses under certain market conditions. Availability of Suitable Investments. The success of the Funds’ investment and trading activities depend on the ability of the Investment Manager to identify overvalued and undervalued investment opportunities and to manage market risk. Identification and exploitation of the investment strategies to be pursued by the Funds involve a high degree of uncertainty. No assurance can be given that the Investment Manager will be able to identify suitable investment opportunities in which to deploy all of the Funds’ capital. A reduction in overall market volatility and liquidity, as well as other market factors, may reduce the pool of profitable investments for the Funds. Certain of the investment strategies employed by the Funds may be based on historical relationships among securities prices, exchange rates, interest rates and bond prices. There can be no assurance that these historical relationships will continue. No representation is made by the Investment Manager as to what results the Funds will or are likely to achieve based on these trends and relationships. Available Information. The Investment Manager may select investments, in part, on the basis of information and data filed by the issuers of securities with various government regulators or made directly available to the Investment Manager by such issuers, or through sources other than the issuers. Although the Investment Manager evaluates all such information and data, and seeks independent corroboration when the Investment Manager considers it appropriate and when it is reasonably available, the Investment Manager is not in

a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information is not readily available. Concentration of Investments; Limited Diversification. The Funds may hold a limited number of positions at any given time and the Funds may hold relatively large positions in few securities. As a result of the Funds’ possible lack of diversification, a significant loss in any one position may have a material adverse effect on the net asset value of the Funds’ rate of return. Certain Funds’ Investment Strategy. The success of certain Funds’ strategy may require, among other things: (i) that the Investment Manager properly identify portfolio companies whose securities prices can be improved through corporate and/or strategic action; (ii) that the Funds acquire sufficient securities of such portfolio companies at a sufficiently attractive price; (iii) that the Funds avoid triggering anti-takeover and regulatory obstacles while aggregating their positions; (iv) that management of portfolio companies and other security holders respond positively to the Investment Manager’s proposals; and (v) that the market price of a portfolio company’s securities increases in response to any actions taken by portfolio companies. There can be no assurance that any of the foregoing will succeed. Successful execution of an investment strategy will depend on the cooperation of security holders and others with an interest in the portfolio company. Some security holders may have interests which diverge significantly from those of the Clients and some of those parties may be indifferent to the proposed changes. Moreover, securities that the Investment Manager believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Firm anticipates, even if the Clients’ strategy is successfully implemented. Even if the prices for a portfolio company’s securities have increased, there is no assurance that the Clients will be able to realize any increase in the price of such securities. Allocation of Investment Opportunities. The Investment Manager may allocate investment opportunities among Funds in any manner that it reasonably determines to be necessary, desirable or appropriate, consistent with its fiduciary duties. Certain Funds have investment programs that overlap with or may be similar to those of other Funds and therefore participate with each other in investments. If the Investment Manager determines that it would be in the best interests of more than one Fund to participate in an investment opportunity, then the Investment Manager will seek to allocate the investment among, or execute orders for, all the participating Funds, on a fair and equitable basis, taking into account, among other things, investment program and investment objectives, investment capacity, amount of deployed and undeployed capital, fixed investment periods (if any), available leverage, desired leverage or available cash, tax, legal, and regulatory considerations, overall portfolio composition, tolerance for volatility and risk, desired concentration, exposure and diversification targets, liquidity needs, transaction costs involved, different terms governing the Funds or client accounts, risk profile, investment guidelines and restrictions, to avoid odd lots, when a pro rata allocation would result in a de minimis allocation to one or more Funds and/or such other factors that the Investment Manager determines are consistent with fair and equitable treatment of all Funds over time. Such considerations will frequently result in allocations among the Funds on other than a pari passu basis. Notwithstanding the foregoing, the Investment Manager and its affiliates are not obligated to allocate to all Funds all potential investment for which they might be eligible pursuant to their respective investment guidelines and procedures. Depending on the circumstances, the Investment Manager or its affiliates may allocate certain transactions on a disproportionate basis among the Funds and/or may allocate all of certain other investments to other Funds. Similarly, although sales of investments held by multiple Funds generally will be sold by the Funds on a pari passu basis, the Investment Manager may, in its sole and

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Our Clients are the Funds, as described in Item 4 above, and the Funds are generally open to, among others, institutions, pension plans, endowments, high net-worth individuals, financially sophisticated individuals, and other sophisticated Investors.

We and our affiliates are entitled to a performance-based compensation. As a result, we and our affiliates do not face certain conflicts of interest that may arise when an investment adviser accepts performance-based fees from some Clients, but not from other Clients. Performance-based allocation arrangements may create an incentive for us to recommend investments which may be riskier or more speculative than those which we would recommend under a different arrangement.

Neither we nor our management persons are registered as broker-dealers, and neither of us has any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer, respectively.

Code of Ethics Irenic has adopted a “Code of Ethics” that establishes the high standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Employees also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles:

Employees must at all times place the interests of the Funds and Investors first; Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics’ Employee Personal Investment Policy (described below); and Employees should not take inappropriate advantage of their position at the Firm.

Employees are not permitted to maintain personal brokerage accounts for the purpose of trading “Reportable Securities” (as defined in the Code of Ethics, and which includes a wide

variety of investments such as stocks, bonds, fixed income, options, warrants, futures, and derivatives) except for the purpose of holding or liquidating any such holdings after the commencement of employment. Employees are permitted to liquidate positions held at the time of employment in Reportable Securities (a “Liquidating Trade”) subject to pre-clearance by the CCO. Employees are prohibited from participating in Initial Public Offerings (“IPOs”). Employees are also prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List. Employees must obtain pre-approval from the CCO before: (i) engaging in any outside business activities; or (ii) making any private investments. We provide a copy of our Code of Ethics to our Investors, or any prospective Investor, upon request, to be viewed on the premises.

Irenic is authorized to determine the broker-dealer to be used for executing securities transaction for the Funds. In selecting broker-dealers to execute transactions, we do not need to solicit competitive bids and do not have an obligation to seek the lowest available commission cost. It is not our practice to negotiate “execution only” commission rates; therefore, the Funds may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. We also have the authority to select and appoint custodians of the assets of the Funds. The Firm’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. Best Execution In selecting an appropriate broker-dealer to effect a Client trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a Client in such a manner that a Client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, we take into consideration the price of a security offered by the broker-dealer, as well as a broker-dealers’ full range and quality of their services including, among other things, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to us, brokerage and research services provided to us (for example, research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. Soft Dollars The Firm may use “Soft Dollars”. In such cases, Soft Dollar credits, generated by the Funds’ trading activities, are used to purchase brokerage and research services or products that would otherwise have been a Fund expense. We intend to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act. Neither Irenic nor any related person receives Client referrals from any broker-dealer or third party. However, subject to best execution, we may consider, among other things, capital introduction and marketing assistance with respect to Investors in the Funds in selecting or recommending broker-dealers for the Funds.

The provision by a broker of research and other services and property to us creates an incentive for us to select such broker since we would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a Client. Any research, services or property provided by a broker may benefit any Client and such benefits may not be proportionate to commission dollars related to the provision of such research, services or property.

We do not receive economic benefits from non-Clients for providing investment advice and other advisory services. Neither we nor any of our related persons, directly or indirectly, compensate any person who is not a supervised person for Client referrals.

To the best of our knowledge, there are no legal or disciplinary events that are material to an Investor's or prospective Investor's evaluation of our advisory business or the integrity of our management.

Our Chief Investment Officer, Director of Research and investment professionals continuously monitor and analyze the transactions, positions, and investment levels of the Funds to ensure that they conform with the investment objectives and guidelines that are stated in the Funds’ Offering Documents. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Account Reporting We perform various periodic reviews of each Client’s portfolio. Such reviews are conducted by our officers. We distribute an audited financial report with respect to the previous fiscal year to all Investors within 120 days of fiscal year end. We may also distribute quarterly unaudited net asset value statements, quarter-end performance reports, and a quarterly Investor letter to all Investors.

We are deemed to have custody of Client funds and securities because we have the authority to obtain Client funds or securities, for example, by deducting management fees from a Client's account or otherwise withdrawing funds from a Client's account. Account statements related to the Clients are sent by qualified custodians to Irenic. We comply with Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., the “custody rule”) by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), we distribute the Fund’s audited financials to Investors within 120 days of such Fund’s fiscal year end.

We have full discretionary investment authority with respect to the Funds, including authority

to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities.

In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), we have adopted proxy voting policies and procedures. The general policy is to vote all proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable Client’s best interests and is in line with the Client’s investment objectives. We may take into account all relevant factors, as determined by us in our discretion, including, without limitation: • the impact on the value of the securities or instruments owned by the relevant Client and the returns on those securities; • the anticipated associated costs and benefits; • the continued or increased availability of portfolio information; and • industry and business practices. Generally, Clients may not direct our vote in a particular solicitation. Clients may obtain a copy of our Proxy Voting Policies and our Proxy Voting Record upon request.

We are not required to include a balance sheet for our most recent fiscal year, are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to Clients and have not been the subject of a bankruptcy petition at any time during the past ten years.