JANA Partners Management, LP

General Description of Advisory Firm

JANA Partners Management, LP (“JANA”, “Adviser,” “we,” “us,” or “our”) is a Delaware limited partnership headquartered in New York City. JANA, through its previous affiliate JANA Partners LLC, has been in business since April 2001. Barry Rosenstein serves as the Founder & Executive Chairman of JANA, and Scott Ostfeld serves as the Managing Partner of JANA. Cannae Holdings, Inc., a publicly traded company listed on the New York Stock Exchange (ticker: CNNE), through its affiliate Cannae Holdings, LLC (collectively, “Cannae”) holds a 50% interest in each of JANA, JANA Partners Management GP, LLC (the general partner of JANA, the “JANA GP”), and JANA Partners Capital LLC (the general partner of JANA’s private fund Clients, the “Funds General Partner”). An operating committee (the “Operating Committee”), consisting exclusively of the partners of JANA, is responsible for the investment strategy, investment team, and operations of JANA’s Clients. These responsibilities have been delegated to the Operating Committee by the board of managers (the “Board”), comprised of two JANA appointees and two Cannae appointees. Please see Item 10, “Other Financial Industry Activities and Affiliations” below for additional information related to Cannae. B.

Description of Advisory Services

JANA provides Investment Advisory Services (as defined below) on a discretionary basis to the following private investment vehicle and managed account clients: •

JM IV, L.P., JANA Strategic Investment Fund IX, L.P., JANA Strategic Investment Fund X, L.P., JANA Special Situations Investments LLC, and JANA Special Situations Investments II, LLC, as well as other investment vehicles and managed accounts which pursue identical or substantially similar strategies (the “Drawdown Funds”);

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JANA Strategic Investments Benchmark Fund, L.P. and JANA Strategic Investments Benchmark Offshore Fund, Ltd., both of which invest in JANA Strategic Investments Benchmark Master Fund, L.P. and any related co-investment vehicles (the “Benchmark Funds”); and

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Funds, investment vehicles and managed accounts that pursue other strategies, including but not limited to proprietary accounts and co-investment vehicles (the “Other Accounts”).

JANA or an affiliate of JANA may also serve as investment manager, investment adviser, adviser, sub-adviser and/or in a similar capacity to other funds, investment vehicles, managed accounts and non-discretionary accounts whose investment programs are substantially similar to, overlap with, or are different from the Investment Advisory Services JANA provides on a discretionary basis.

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JANA may, in the future, advise other clients and private investment funds and similar investment vehicles. As used herein, the terms “Client” or “Client Account” refer to the Drawdown Funds, the Benchmark Funds, and the Other Accounts and to any other private investment vehicles and managed accounts JANA may advise in the future. As an investment adviser, we source potential investments, conduct research and due diligence on potential investments, structure investments, and monitor investments on behalf of our Clients. We also provide certain administrative services to Clients or arrange for such services to be provided by a third party. We refer to all of these services as “Investment Advisory Services.” We generate all of our advisory fees from Investment Advisory Services. Client assets are managed on a discretionary basis according to the stated investment objectives and policies of each Client. We have the authority and responsibility to formulate the investment strategy on behalf of our Clients, including deciding which securities to buy and sell, when to buy and sell, and in what amounts. We do not limit the types of Investment Advisory Services we offer and there are no material limitations on the types of securities in which we may invest or advise on behalf of our Clients. We may invest in any security and any sector of the market to carry out the overall objectives of our Clients. We have flexibility to create or organize (alone or in conjunction with others), or otherwise utilize special purpose subsidiaries or other special purpose investment vehicles, swaps or other derivatives or structured products. The foregoing is subject to the provisions of any relevant investment management agreement or similar agreement (“IMA”), offering memorandum, or organizational documents (together with the IMA and the offering memorandum, the “Offering Documents”). This Brochure generally includes information about JANA and its relationships with its Clients and affiliates. While much of this Brochure applies to all such Clients and affiliates, certain information included herein applies to specific Clients or affiliates only. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of certain Clients are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended, and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering may be made. Investors in our Clients must meet the qualifications set forth in the applicable Offering Documents. Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of any of the Clients described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. C.

Tailored Advisory Services for Client Accounts

JANA’s Offering Documents provide detailed descriptions of each Client’s investment objectives and may contain investment guidelines, policies or restrictions specific to such Client Account. The Drawdown Funds and the Benchmark Funds hold investments that follow an active shareholder engagement strategy. JANA intends for the Drawdown Funds and the Benchmark -5-

Funds to hold similar investments, to the extent practicable, subject to investment guidelines, tax, regulatory, and other considerations which may cause investments to differ. The Drawdown Funds consist of dedicated, non-commingled drawdown investment vehicles. The Benchmark Funds currently offer series A ("Series A"), series A-1 (“Series A-1” and, together with Series A, “Series A/A-1”), series B ("Series B"), and series B-1 (“Series B-1” and together with Series B, “Series B/B-1”) pursuant to the applicable Offering Documents. While the investment program for Series A/A-1 and Series B/B-1 are generally the same (other than with respect to net cash holdings, as described in Item 8, "Methods of Analysis, Investment Strategies, and Risk of Loss" below), each series shall be treated as separate and distinct Clients or Client Accounts for allocation, investment and accounting purposes. D.

Wrap Fee Programs

We do not participate in any wrap fee programs. E.

Assets Under Management

JANA manages, on a discretionary basis, approximately $2,286,390,000 of Client regulatory assets under management. This figure for regulatory assets under management was determined as of December 31, 2025. JANA does not manage any assets on a non-discretionary basis.

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Advisory Services and Fees JANA, either directly or indirectly through an affiliated entity, receives asset-based management fees and performance-based compensation (each, a “Fee” and collectively, “Fees”) for the Investment Advisory Services we provide to our Clients. The fee structure varies between Client Accounts. Applicable Fees for Client Accounts are set forth in detail in the Offering Documents, as amended from time to time, for each Client Account. A brief summary of such Fees is provided below. Asset-Based Management Fees Investors in Client Accounts (“Investors”) typically pay a fee based on a percentage of its assets that JANA manages. •

Benchmark Funds: The standard management fee ranges between an annual rate of 1% and 1.5% of the net asset value of each Investor’s investment and is paid at the beginning of each fiscal quarter; and

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Drawdown Funds: The standard management fee is equal to an annual rate of 1% of an Investor’s capital commitment and is paid at the beginning of each fiscal quarter.

Performance-Based Compensation Investors also are typically subject to the following incentive allocation or carried interest, based on investment performance: •

Benchmark Funds: o Series A: The standard incentive allocation is equal to 25% of the net return above the benchmark of the S&P 500 Total Return Index, realized at the end of the investment term as specified in the Clients' Offering Documents. o Series A-1: The standard incentive allocation is equal to 25% of the net return above the benchmark of the S&P 500 Total Return Index, realized at the end of each fiscal year. o Series B/B-1: The standard incentive allocation is equal to 17.5% of an Investor's net realized and unrealized capital appreciation for the year above a 4% hurdle rate, realized at the end of each fiscal year; and

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Drawdown Funds: The standard carried interest allocation is equal to 15% of net investment proceeds above an 8% preferred return allocated at the time investments are realized.

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The Fee structures of other Clients may vary. In addition, JANA occasionally enters into side letters arrangements with certain Investors which provide for, different or additional terms than those described above including, without limitation, the Fees charged, minimum subscription amounts, redemption rights and other rights. The terms of such side letters will be determined by JANA. We structure any Fee arrangement in accordance with Section 205(a)(1) of the Advisers Act and the rules and regulations thereunder, including the exemption set forth in Rule 205-3 permitting performance-based fee or allocation arrangements with “qualified clients.” Additional Expenses Our Fees are exclusive of other expenses associated with the provision of Investment Advisory Services that are paid by Clients. Each Client of JANA generally bears all of its own expenses, including but not limited to expenses related to its operations and the investments of its assets. Such expenses are listed in our Offering Documents and may vary depending on the particular Client. Please refer to the relevant Offering Document for a more detailed description of such applicable charges, fees and expenses. Each Client (or each series of a Client) shall bear those expenses as set forth in the applicable Offering Documents, as amended from time to time, including but not limited to some or all of the following expenses: (i) expenses related to the research, due diligence and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments, including commissions, interest on margin accounts and other indebtedness, borrowing charges on securities sold short, expenses relating to short sales, clearing and settlement charges and interest expenses; expenses relating to maintaining investments; corporate licensing fees; custodial fees; bank service fees; research-related fees and expenses; expenses related to valuations; fees and expenses of third-party risk management products, models and services; and the costs of any litigation or investigation involving activities of the Client (e.g., expenses related to the use of a third party class action recovery firm); (ii) operational expenses, including fees and expenses relating to information technology software or other technology (including costs of software licensing, implementation, data management and recovery services and custom development) related to risk-monitoring, cash management, execution of trades, settlement of trades, the broker vote process, portfolio management systems, and order management systems; (iii) costs and expenses related to facilitating compliance with the rules and regulations applicable to the Client (including expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Clients, including any governmental, regulatory, licensing, filing or registration fees or taxes (e.g., fees and expenses incurred in connection with Section 13 filings, Section 16 filings and other similar regulatory filings)); (iv) fees and expenses of third-party professionals and service providers, including consultants, valuation service providers, attorneys and accountants; third-party audit and tax preparation expenses; expenses relating to the Clients' obligations under tax information exchange regulations; and fees to the administrator; (v) insurance expenses, including fees or expenses associated with insuring the Clients' assets; premiums for cybersecurity insurance and liability insurance covering Client Accounts and JANA, its partners, officers, employees and agents; fidelity bonds or insurance fees; (vi) costs of preparing and distributing reports and notices; (vii) extraordinary expenses, including the following: indemnification expenses; taxes; fees and expenses incurred in -8-

connection with any tax audit by any U.S. federal, state or local authority, including any related administrative settlement and judicial review; (viii) fees and expenses incurred in connection with the organization, reorganization, dissolution, winding-up or termination of Client Accounts; (ix) any management fee or similar asset-based fee; (x) expenses incurred in connection with the offering and sale of the shares or interests in the Client and other similar expenses related to the Client; (xi) fees and expenses of related to any applicable advisory committee and (xii) any other reasonable expenses related to the purchase, sale or transmittal of the Clients' assets as will be determined by JANA in its sole discretion. In addition, research related fees and expenses that the Clients may incur include fees and expenses relating to obtaining research and market data, third party research providers, any compensation paid to individuals considered for nomination, nominated and/or appointed, to the board of a company in which the Client is or was invested (including any compensation paid in relation to serving in such capacity) and any related expenses (including costs incurred in connection with recruiting such persons), proxy related expenses (including proxy solicitors, investment bankers, public relations experts, and costs associated with providing and distributing analysis and other materials), other experts or consultants (including any contingency or success fees associated therewith) that have been reasonably employed by JANA to assist with an investment or prospective investment, and investment and research-related travel expenses (which are travel expenses incurred by JANA related to the purchase or sale of, or due diligence regarding, the Clients' investments (including but not limited to travel related to the engagement with companies, shareholders, proxy advisors, and related parties), whether or not such investments are consummated, including lodging and meals). The expenses identified above are detailed but do not contemplate every possible expense a Client may incur. We do not receive any portion of these expenses and shall not receive a brokerage commission or other compensation attributable to the sale of a security or other investment product. When expenses are incurred on behalf of multiple Client Accounts, we will use reasonable best efforts to allocate the expenses among the applicable Client Accounts in a fair and reasonable manner; However, it is not always possible or reasonable to allocate expenses related to certain investments to a Client Account because of circumstances surrounding the applicable investment, and, as a result, there may be occasions where Client Accounts do not bear a proportionate share of such expenses. Additionally, JANA may, at its discretion, elect to incur an expense on behalf of a Client as long as doing so does not increase the expense paid by any other Client. For an in-depth discussion of the factors that we consider in selecting or recommending brokerdealers for Client transactions and determining the reasonableness of commissions and compensation for such broker-dealers, please see Item 12, “Brokerage Practices -- Selection of Broker-Dealers and Reasonableness of Compensation,” below. Prepayment of Fees In certain cases, Clients pre-pay management fees in advance. If an Investor on behalf of which a Client pre-pays a management fee and then terminates its relationship with JANA before the end of the billing period pursuant to the applicable Offering Document, such Client may obtain a refund on behalf of such Investor of the unearned portion of the management fee (prorated for the partial -9-

period) by contacting us, or the refund will automatically be credited as specified in the relevant Offering Document. Additional Compensation and Conflicts of Interest We do not receive a brokerage commission or any other compensation attributable to the sale of securities or investment products and our personnel do not receive such compensation. JANA and its affiliates, from time to time, receive directors' fees or similar fees, payments or compensation (whether in the form of cash, options, warrants, stock or otherwise) in connection with investments made by Client Accounts. These fees, payments, or compensation shall be credited to Client Accounts (upon their reduction to cash, if applicable), on a pro-rata basis if other Client Accounts have invested in the investment generating such payment, in the form of a management fee offset or as may be otherwise agreed by Client Accounts and JANA.

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The Drawdown Funds and the Benchmark Funds pursue a strategy focused primarily on active shareholder engagement. We refer to this strategy as the JANA Strategy. The JANA Strategy seeks to capitalize on the value-maximizing strategy of JANA by making significant investments in undervalued public companies and seeking value-creating change to generate enhanced returns across concentrated portfolios. As part of the JANA Strategy, we seek to bring about change at companies in which we have invested by either working with management to effect change or, where management is unwilling to do so, pursuing a shareholder activist strategy. We may take actions including but not limited to initiating dialogue with management and potentially shareholders and taking other steps as may be reasonably needed (including, taking a role in management or otherwise influencing control), through an investment in the voting securities or other securities of public companies. The JANA Strategy is a long-only investment strategy and investments span a broad spectrum of industries, typically located in North America or Western Europe and typically with market capitalizations in excess of $500 million. Series A/A-1 and Series B/B-1 are treated as separate and distinct portfolios and Clients for allocation, investment and accounting purposes. While the investment program of the Series A/A1 and Series B/B-1 are generally the same (other than with respect to net cash holdings), JANA, in its sole discretion, may make different investments, and structure the investments differently, for Series A/A-1 and Series B/B-1 and may buy and sell the same investments held by Series A/A1 and Series B/B-1 at different times. The Benchmark Funds seek to minimize net cash holdings relating to Series A/A-1 by investing in instruments tracking the S&P 500 Total Return Index (including, without limitation, S&P 500 futures, exchange traded fund shares, swaps and options), and may take other positions in order to hedge currency risk. The net cash holdings relating to Series B/B-1 are held in cash or cash equivalents. Our investment team conducts fundamental market research and draws on diverse sources of information such as company reports, research from third parties, press releases, prospectuses, SEC filings, financial and trade newspapers and magazines, government and trade association data, scholarly journals, market data, on-line quotation services and databases compiled by government agencies and others, and meetings with management, suppliers, competitors and industry consultants. B.

Risk of Loss

Investing with us involves significant risks and is suitable only for those Investors who can bear the economic risk of the loss of their entire investment and who have limited need for liquidity in their investment. There can be no assurance that Clients will achieve their investment objective.

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An investment with us carries with it the inherent risks associated with investments in equity securities, corporate debt, and other instruments. Risk Factors Subject to the applicable Offering Documents, prospective Investors should carefully consider the risks involved in an investment with us, including, but not limited to, those discussed below. Prospective Investors should consult their own legal, tax, and financial advisers as to all of these risks and as to an investment with us generally. Highly Concentrated. Client portfolios generally are expected to have higher position concentrations than many investment funds, including other funds and accounts managed by JANA. Certain Clients overall return may depend in part on the success of certain concentrated positions from time to time. Client's assets generally are expected to become highly concentrated within a particular company, industry, asset category, trading style or financial or economic market. In that event, a Client's portfolio will be more susceptible to fluctuations in value resulting from adverse economic conditions affecting the performance of that particular company, industry, asset category, trading style or economic market, than a less concentrated portfolio would be. As a result, such Client's aggregate return may be volatile and may be affected substantially by the performance of only one or a few holdings. JANA generally will not hedge its positions. Long-Only, Not Market-Neutral. Our Clients' largest positions will tend to be long positions. The success of our Clients' investments depends upon JANA's ability to identify and purchase securities that are undervalued and its ability to effect value-creating change. The identification of investment opportunities in the implementation of a Client's long-only investment strategy is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying a Client's positions were to fail to converge toward, or were to diverge further from values expected by JANA, a Client may incur a loss. In addition, the correlation of a Client's portfolio to the overall market and exposure to adverse markets may be higher than for other alternative strategies. Idle Funds. From time to time, a significant portion of certain Clients' assets may be held in cash and cash equivalents. The investment returns on such "idle funds" may not meet the overall return objective JANA seeks through a Client's investment program. To the extent a Client holds a significant portion of its assets in cash and cash equivalents, the investment returns of such Client may be adversely impacted. Illiquidity. Because of the limitations on withdrawal or redemption rights and the fact that shares or interests are not tradable, an investment in a Client Account is a relatively illiquid investment and involves a high degree of risk. A subscription for shares or interests in a Client Account should be considered only by persons financially able to maintain their investment and who can afford the loss of all or a substantial part of such investment. Furthermore, a Client Account may hold investments of an illiquid nature which may be difficult to sell except at substantially discounted prices in the event the Client Account has need to monetize such investments to meet Investor withdrawals or redemptions.

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Different Rights. Certain Investors may invest on terms that differ from the terms generally applicable to other Investors in the same Client Account and, in addition to the other investment vehicles and classes and series of interests that exist with differing fee and liquidity terms, other investment vehicles and classes or series or sub-series of interests or shares may be established with terms that differ. JANA and its affiliates manage (and may in the future manage) Client Accounts with the same (or a similar or overlapping) investment program as another Client Account under terms that differ. Such waivers, modifications or grants of special or more favorable rights of interest may be effected by a Client, or in some cases by us, through agreements without notice to, or consent of, other Investors. Such differing terms may be more favorable and may include, but are not limited to, terms relating to the ability to withdraw or redeem capital, access to information (including but not limited to portfolio composition and investment analysis), management and performance-based compensation, and special rights to make future investments in a Client Account. Such modifications may in some cases be based upon, among other things, the size of an Investor 's investment, an agreement by an Investor to maintain such investment for a specified period of time, a transfer from a Client Account, or other commitments by an Investor. Although certain Investors may invest with different material terms, we generally will only offer terms if we believe other Investors will not be materially disadvantaged. Partners and employees of JANA also invest on terms that differ from those of Investors. Equity Securities Generally. The value of equity securities of public, listed companies generally varies with the performance of the issuer and movements in the equity markets. As a result, a Client Account may suffer losses if it invests in equity instruments of issuers whose performance diverges from JANA's expectations or if equity markets generally move in a single direction and a Client Account has not hedged against such a general move. Derivative Instruments Generally. Certain swaps, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, the risk of nonperformance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk and operations risk. Derivatives traded over-thecounter may not have an authoritative source of valuation and the models used to value such derivatives are subject to change. Special risks may apply in the future that cannot be determined at this time with respect to certain other derivative instruments that are not presently contemplated for use or that are currently not available. Call and Put Options. A Client Account may incur risks associated with the sale and purchase of call options and put options. Under a conventional cash-settled option, the purchaser of the option pays a premium in exchange for the right to receive upon exercise of the option (i) in the case of a call option, the excess, if any, of the reference price or value of the underlier (as determined pursuant to the terms of the option) above the option's strike price or (ii) in the case of a put option, the excess, if any, of the option's strike price above the reference price or value of the underlier (as so determined). Under a conventional physically-settled option structure, the purchaser of a call option has the right to purchase a specified quantity of the underlier at the strike price, and the purchaser of a put option has the right to sell a specified quantity of the underlier at the strike price. A purchaser of an option may suffer a total loss of premium (plus transaction costs) if that option expires without being exercised. An option's time value (i.e., the component of the option's value -16-

Read the rest in the brochure

JANA currently provides Investment Advisory Services to private investment vehicles, as described in Item 4, “Advisory Business” above. Investors include high net worth and financially sophisticated individuals, institutional investors, trusts, estates, charitable organizations, banking or thrift institutions, corporations, private and public pension plans, foundations and endowments, fund of funds and government plans. The Benchmark Funds typically require a minimum investment of $10,000,000 for Series A/A-1 and $5,000,000 for Series B/B-1, subject to the discretion of JANA to accept a lower amount. The Drawdown Funds require a greater initial minimum investment. Depending upon which exclusion from the definition of “Investment Company” under the Investment Company Act that the Client Account relies, Investors generally must be “Accredited Investors,” and may also need to be “Qualified Clients” or may need to be both an “Accredited Investor” and a “Qualified Purchaser” (as those terms are defined under Federal securities laws). Depending on individual circumstances (including the size, strategy, and level of portfolio servicing), we may impose a different minimum, in our discretion. The minimum initial investment of other Client Accounts may vary.

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While the specific terms may vary by Client, we typically receive Fees (defined in Item 5, “Fees and Compensation,” above) from our Clients in consideration of our provision of Investment Advisory Services (defined in Item 4, “Advisory Business,” above). We do not charge Clients any other type of fee, such as an hourly or flat fee. We, either directly or indirectly through the Funds General Partner, accept performance-based compensation from every Client. As a result, we do not face certain conflicts of interest that may arise when an investment adviser accepts performance-based compensation from some Clients, but not from other Clients. For a more detailed discussion of our performance-based compensation, please see Item 5, “Fees and Compensation,” above. The performance-based compensation paid to JANA and its affiliates may create an incentive for us to make investments that are riskier or more speculative than we would otherwise make. In addition, because the performance-based compensation is calculated based on unrealized appreciation of a Client’s net assets (except as it relates to certain Drawdown Funds), it may be greater than if such compensation were based solely on realized gains. These conflicts are disclosed in our Offering Documents. These conflicts are addressed through rigorous attention given to the management of our Client Accounts and the adoption and implementation of our policies and procedures relating to trade allocation and the determination of the fair value of Client assets. Conflicts of Interest. We are subject to a number of actual and potential conflicts of interest. We serve as the investment manager to several Client Accounts, described in Item 4, “Advisory Business.” Each Client Account may be subject to Fees, liquidity terms and other terms which differ from those of another Client Account. Such differing terms may be more favorable and may include, but are not limited to, terms relating to the ability to redeem capital, access to information (including but not limited to portfolio composition and investment analysis), management and performance-based compensation, and special rights to make future investments in Clients or other investment vehicles or managed accounts managed or advised by JANA. We or our affiliates may also give advice and recommend securities to one or more Client Accounts which may differ from advice given to, or securities recommended or bought for, another Client Account, even though their investment programs may be the same or similar. We may, from time to time and in our sole discretion, offer certain Investors and/or other third-party investors the opportunity to invest in certain other investment vehicles (including co-investment vehicles). We have the sole discretion as to the investment amount that we will accept from investors in these other investment vehicles. In addition, these other investment vehicles may be subject to fees, liquidity terms and other terms that differ from those of our Client Accounts. Other Accounts may have investment objectives, programs, strategies and positions that are similar to, overlap with, are different from or may conflict with those of other Client Accounts, or may compete with or have interests adverse to such other Client Accounts. Such conflicts could affect the prices and availability of securities in which a Client invests. Even if the Other Accounts have investment objectives, programs or strategies that are similar to those of other Client Accounts, JANA may give advice or take action with respect to the investments held by, and transactions of, -11-

the Other Accounts that may differ from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, the other Client Accounts for a variety of reasons, including, without limitation, differences between the investment strategy, financing terms, regulatory treatment and tax treatment of the Other Accounts and the other Client Accounts. For example, JANA may buy an investment for the Other Accounts but not for the other Client Accounts. In addition, JANA may buy or sell the same investments for Client Accounts and the Other Accounts at different times. As a result, Client Accounts and Other Accounts may have substantially different portfolios and investment returns. Conflicts of interest may also arise when JANA makes decisions on behalf of a Client with respect to matters where the interests of one or more Other Accounts differs from the interests of the Client. From time to time, we may execute cross transactions for Client Accounts (or a series of Client Accounts). The use of cross transactions often increases the probability of completing a transaction at a better price by possibly avoiding an unfavorable price movement that may be created through entrance into the market with a purchase or sell order. We may have a potentially conflicting division of responsibilities to both parties of a cross transaction. We and our officers and employees will devote as much of our time to the Client Accounts as we deem necessary and appropriate. Except as may be provided in an Offering Document, we and our affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships, or from engaging in other business activities even though such activities may be in competition with the Client Accounts and/or may involve substantial time and resources. These activities could be viewed as creating a conflict of interest in that the time and effort of us and our officers and employees may not be devoted exclusively to the business of any particular Client Account but may be allocated between the business of the Client Accounts, the management of money for other advisees, and other business activities. Our officers and employees on occasion acquire or sell securities for their personal accounts (including, but not limited to, investments in private funds or third-party advisers), or the accounts of other individuals including other officers and employees. Such securities may be the same or different as those traded or held by the Client Accounts. We have established policies and procedures governing such trading. Our owners and employees invest, directly or indirectly, in Client Accounts on a no-fee basis. In addition, certain officers and employees gain exposure to the investment strategy followed by the Drawdown Funds through dedicated investment vehicles that follow the same strategy. While we select our prime brokers, counterparties and service providers in accordance with our fiduciary obligations to our Clients, from time to time, such parties may also invest in a Client Account managed by us. For a further discussion of how we address actual and potential conflicts of interest, please see Item 11, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading,” below.

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Broker-Dealer Registration

Neither we nor our management personnel (i) are registered as broker-dealers or (ii) have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor Registration Neither we nor our management personnel (i) are registered as a futures commission merchant, commodity pool operator, commodity trading advisor or an associated person of the foregoing; or (ii) have any application pending to register with respect to any of the foregoing. JANA and the Funds General Partner each claim an exemption from CFTC registration under Rule 4.13(a)(3), which exempts commodity pool operators that (i) trade only a de minimis level of commodity interests, (ii) market to “accredited investors” and (iii) do not market trading in commodity interests. C.

Material Relationships and Conflicts of Interests with Industry Participants

Our relationships and arrangements with our various Clients and other industry participants are material to our advisory business and may raise actual or potential conflicts of interest. Please see Item 6, “Performance-Based Fees and Allocations and Side-By-Side Management – Conflicts of Interest,” above. Prospective Investors should carefully consider the risks involved in an investment with us, including, but not limited to, those discussed below. Prospective Investors should consult their own legal, tax and financial advisers as to all of these risks and as to an investment with us generally. Multiple Client Accounts and Fund Governance. As mentioned previously, JANA provides Investment Advisory Services, directly or through our affiliates, to multiple Client Accounts. The Funds General Partner, an affiliate of JANA, acts as the general partner to certain of the Client Accounts. Certain investment professionals of JANA intend, from time to time, to serve on the board of directors of private or public companies in connection with investments made by Client Accounts or otherwise. Such services will at times restrict our ability to make investment decisions that otherwise would be in one or more Clients’ interests. We expect to act as the investment manager to other investment vehicles and accounts in the future. There is no limit on the number of vehicles or accounts that we may manage or advise. Further, we and our personnel may have investments in certain of our Client Accounts. As a result of the foregoing, we may have conflicts of interest in (i) allocating the time and resources of our personnel between and among Client Accounts, (ii) allocating investment opportunities between and among Clients Accounts, and (iii) effecting transactions between Client Accounts, including Clients in which we or our personnel may have different financial interests. -32-

Please see Item 6, “Performance-Based Fees and Side-By-Side Management,” above. Strategic Partnership with Cannae. In February 2024, JANA and the Funds General Partner entered into a strategic partnership with Cannae (defined in Item 4, “Advisory Business,” above). In September 2025, JANA and Cannae expanded their strategic partnership, increasing Cannae’s holdings to 50% in each of JANA, the JANA GP (defined in Item 4, “Advisory Business,” above), and the Funds General Partner (defined in Item 4, “Advisory Business,” above). An operating committee (the “Operating Committee”), consisting exclusively of the partners of JANA, is responsible for the investment strategy, investment team, and operations of JANA and its Clients. These responsibilities have been delegated to the Operating Committee by the Board (defined in Item 4, “Advisory Business,” above), comprised of two JANA appointees and two Cannae appointees. JANA and Cannae can remove or replace their Board appointees subject to the JANA operating agreements. Cannae and certain of its affiliates, have made, and are expected to continue to make (directly or indirectly), significant investments in certain Client Accounts. Such investments are treated pari passu with all other interests acquired by Investors, including with respect to co-investments. Cannae, by virtue of its participation on the Board and its investment in JANA, will also have access to information regarding the Client Accounts and its portfolio companies that is not otherwise available to other Investors. In the 2024 transaction, the partners of JANA received shares of Cannae Holdings, Inc., a publicly traded company listed on the New York Stock Exchange (ticker: CNNE). Such shares represent less than five percent of CNNE. The ownership of such shares is a potential source of a conflict of interest in connection with any transaction involving the Client Accounts, on the one hand, and Cannae on the other hand, as the partners will indirectly benefit from any transaction that benefits Cannae, irrespective of such transaction’s effect on the Client Accounts. Accordingly, JANA may be incentivized to offer beneficial terms or transactions to Cannae. JANA addresses such conflict through rigorous attention given to the management of our Client Accounts and the adoption and implementation of our policies and procedures relating to trade allocation and the determination of the fair value of Client assets. Cannae and its affiliates will have the right to invest alongside the Client Accounts in investments held by Client Accounts in public strategic opportunities (e.g., activist investments with a takeprivate or other corporate transactions), at the discretion of JANA. Such strategic investments will be managed by or in coordination with JANA. Similarly to how JANA coordinates such investments with other operating partners, such opportunities are expected to be shared among (i) the Client Accounts and (ii) Cannae and its affiliates in a fair and equitable manner, taking into account capacity, liquidity, strategic and regulatory considerations applicable to all parties. Finally, Cannae and its affiliates operate in a variety of business units and activities through a number of affiliated entities. JANA and its affiliates will not have any control rights over the decisions made by Cannae, its affiliates or their various business units in connection with their investment and trading activities. The activities of Cannae and such business units and affiliates (or any such entities acquired in the future) may conflict with the investment and trading activity of the Client Accounts’ underlying portfolio investments. -33-

Broker-Dealers and Other Service Providers. While we select our prime brokers, counterparties and service providers in accordance with our fiduciary obligations to our Clients, from time to time, such parties may invest in Client Accounts managed by us. Placement Agents. Placement agents that we may engage to solicit investors for a Client Account are subject to a conflict of interest because they will be compensated in connection with their solicitation activities. For a more detailed discussion of our engagement of placement agents, please see Item 14, “Client Referrals and Other Compensation,” below. Other Investment Activities. Our officers and employees may also passively invest in other private funds managed by third party advisers and in some cases may obtain economic interests in such third-party advisers. How We Address Potential Conflicts of Interest. To address potential conflicts of interests in our material relationships, we have adopted certain policies and procedures, including a Code of Ethics. For a more detailed discussion of our Code of Ethics, please see Item 11, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading,” below. Each officer’s or employee’s obligation to conduct our business in an honest and ethical manner includes the ethical handling of actual, apparent, and potential conflicts of interest between personal and business relationships. This includes full disclosure of any actual, apparent or potential conflicts of interest. As a fiduciary, we have an affirmative duty of care, loyalty, honesty, and good faith to act in the best interest of our Clients. Compliance with this duty can be achieved by avoiding conflicts of interest or, when impracticable to do so, by fully disclosing all material facts concerning any conflict that does arise with respect to any Client and following appropriate procedures designed to minimize any such conflict. Our officers and employees must try to avoid situations that have even the appearance of conflict or impropriety. Our officers and employees are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information where it would be unlawful to do so. Our officers and employees are required to comply with the provisions of our Insider Trading Policy. As a fiduciary, we have an obligation to execute and allocate Client trade orders in a timely and efficient manner, including but not limited to: (i) seek best execution for all trades; (ii) trade securities in a manner that is fair and equitable to all Clients; and (iii) exercise diligence and care throughout the trading process. For an in-depth discussion of the factors that we consider in selecting or recommending broker-dealers for Client transactions, please see Item 12, “Brokerage Practices - “Selection of Broker-Dealers and Reasonableness of Compensation,” below. D.

Material Conflicts of Interest Relating to Other Investment Advisers

Except as disclosed above, we do not recommend or select other investment advisers for our Clients.

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Our goal is not just to comply with the laws and regulations that apply to our business; we also strive to abide by the highest standards of business conduct. In recognition of this, we have adopted a written Code of Ethics, pursuant to Rule 204A-1 under the Advisers Act, designed to reinforce and enhance our ethical way of doing business and, in particular, to ensure compliance with the Advisers Act. The Code of Ethics sets forth the standards of business conduct that reflect our fiduciary obligations to our Clients. The Code of Ethics requires that our officers and employees act with honesty and integrity, adhere to the highest ethical standards and comply with applicable laws and regulations. The Code of Ethics is based on the principle that we and our officers and employees owe a fiduciary duty to Clients to ensure that officers and employees conduct their personal securities transactions in a manner that does not interfere with Client transactions or otherwise take unfair advantage of our relationship with our Clients. Officers and employees are required to report any violations of the Code of Ethics or of applicable Federal securities laws to the Chief Compliance Officer, and they are encouraged to consult the Chief Compliance Officer with respect to any transaction that may violate the Code of Ethics. A copy of our Code of Ethics is available to Investors and prospective Investors by (i) writing to JANA Partners Management, LP at the address reported on the Cover Page of this Brochure, Attention: Legal and Compliance, or (ii) contacting our Chief Compliance Officer, Jennifer Fanjiang, at (212) 455-0900 or compliance@janapartners.com. B.

Participation or Interest in Client Transactions

Conflicts of interest may occur when we, our affiliates, officers or employees (or their immediate family members), invest in the same securities, trade in the same securities at or about the same time, or have a material financial interest in the same securities that we recommend to our Clients. For example, we or our officers or employees invest in the Clients or gain exposure to the investment strategy followed by various Clients through dedicated investment vehicles that follow the same strategy. As a result, such persons will hold an indirect interest in the same securities as other Investors. These investments could pose a conflict of interest with other Client Accounts because officers or employees may be motivated to allocate time, attention, and/or investment opportunities to a particular Client Account at the expense of other Client Accounts. In addition, certain of our officers or employees may own securities in their personal accounts that we also have recommended to our Clients. Our Code of Ethics has been designed to limit conflicts of interest in cases where we or any of our officers or employees, buy, sell or otherwise have an interest in, securities we have recommended to our Clients. We or our affiliates may give advice and recommend securities to certain Client Accounts which may differ from advice given to, or securities recommended or bought for, other Client Accounts, even though their investment programs may be the same or similar. -35-

As discussed in Item 6, “Performance-Based Fees and Side-By-Side Management – Conflicts of Interest,” above, from time to time, we have, and may in the future, execute cross transactions for Client Accounts for purposes of rebalancing Client Accounts' investments or any other purpose when such transactions would be appropriate taking into account each Client Accounts' investment/risk parameters, assets under management, liquidity, intended strategy, or overall portfolio composition and portfolio exposure. The use of cross transactions often increases the probability of completing a transaction at a better price by possibly avoiding an unfavorable price movement that may be created through entrance into the market with a purchase or sell order. We may have a potentially conflicting division of responsibilities to both parties of a cross transaction. To the extent that a cross transaction may be viewed as principal transactions (as such term is used under the Advisers Act) where we or an affiliate purchases a security from or sells a security to a Client, we will comply with the requirements of Section 206(3) of the Advisers Act. In such cases, we would obtain the Client's separate consent to each principal transaction (i.e., on a transactionby-transaction basis). We have adopted policies and procedures to ensure that cross transactions are done in a manner that is equitable to the Client Accounts involved. We have adopted an Insider Trading Policy which states that no person to whom the policy applies may trade, either personally or on behalf of others (including our Clients), while in possession of material nonpublic information where it would be unlawful to do so, nor may any of our personnel communicate material nonpublic information to others in violation of the law. C.

Personal Trading

Our personal trading policies are part of our Code of Ethics. For a description of our Code of Ethics, please see the foregoing discussion in this Item 11. The fiduciary principles that govern our personal investment activities reflect, at a minimum, the following: (1) the duty at all times to place the interests of the Clients first; (2) the requirement that all personal securities transactions be conducted consistent with the Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; (3) the fundamental standard that investment personnel should not take inappropriate advantage of their positions; and (4) the requirement that investment personnel comply with applicable Federal securities laws. Generally, the Code of Ethics requires that our officers, employees and other applicable persons receive written approval from a member of the Operating Committee and the Legal and Compliance Department prior to effecting any permitted personal securities transactions (other than transactions in open and closed-end mutual funds, exchange-traded funds, municipal securities and other excluded securities as set forth in the Code of Ethics). We maintain a “Restricted List” of companies about which a determination has been made that it is prudent to restrict trading activity. Generally, trades will not be allowed for our Clients, or for the personal accounts of our officers or employees, in the securities of a company appearing on the Restricted List, except with prior approval. In addition, employees and other applicable persons must provide our Chief Compliance Officer with (i) their personal securities holdings at the commencement of employment and annually thereafter, and (ii) quarterly transactions reports of any reportable personal securities transactions and/or monthly or quarterly personal brokerage account statements. -36-

We also have policies in place to monitor political contributions and certain political activities of our employees. In addition, our compliance policies contain detailed rules concerning rumors, supervision, gifts and entertainment, outside business activities, employee screening, and the use of technology. D.

Conflicts of Interest Created by Contemporaneous Trading

The portfolio manager is responsible for making investment decisions with respect to each Client Account. In limited circumstances, the portfolio manager may delegate certain investment discretion to other personnel of JANA (the “Designee”). Additionally, in the event of an emergency or absence of the portfolio manager, the Designee shall have investment discretion. During the aforementioned circumstances, the Designee shall be responsible for ensuring that any investment discretion exercised is in compliance with the policies and procedures applicable to the portfolio manager set forth in JANA’s Compliance Manual. Trade orders are implemented by one or more traders, who review the participating Client Accounts and generate orders in accordance with their respective investment restrictions, guidelines and strategies. Generally, orders are generated based on predetermined groupings and target weightings. JANA will generally allocate investment opportunities that it determines to be appropriate for the Client Accounts in accordance with its policies and procedures, including JANA’s Trading Policy, in a manner that it determines in its sole discretion to be fair and equitable over a period of time. Investment opportunities will generally be allocated among those Client Accounts for which participation in the respective opportunity is considered appropriate as determined in accordance with JANA’s policies and procedures. Client Accounts invest in many of the same securities subject to each Client’s investment objectives, policies and restrictions as set forth in its Offering Document, or legal or regulatory considerations. For instance, certain Client Accounts may have investment restrictions or counterparty restrictions which may prevent them from investing in parallel with other Client Accounts or require them to invest through a different type of security. In determining the allocation amounts, consideration may be given to each participating Client Account’s size, diversification, cash availability, investment objectives, and any other relevant factors. If there are insufficient securities to satisfy an order, the partial amount executed normally will be allocated among participating Client Accounts in accordance with the principles set forth above. Please see Item 12, “Brokerage Practices -- Aggregating Orders for Various Client Accounts,” below.

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Pursuant to the relevant Offering Documents, we are authorized to select the brokers or dealers to effect transactions on behalf of our Clients. Accordingly, portfolio transactions will be allocated to brokers or dealers based on best execution and in consideration of such brokers’ or dealers’ provision or payment of the costs of research and other services. A.

Selection of Broker-Dealers and Reasonableness of Compensation

Consistent with our fiduciary duty to Clients, we have an obligation to seek the best price and execution of Client securities transactions when we are in a position to direct brokerage transactions. In seeking “best execution,” the determinative factor is not the lowest possible price or commission but whether, in our view, the transaction represents the best overall qualitative execution for our Clients. We will place trades for execution only with approved brokers or dealers. When selecting a broker or dealer for execution, JANA's trading desk considers the full range and quality of a brokerdealer's services, including price offered, execution capability, commission rate, the value of research provided, financial responsibility and responsiveness to our inquiries. The factors we consider in selecting and approving brokers-dealers that may be used to execute trades include, but are not limited to: • • • • • • • • • • • •

Quality of execution - accurate and timely execution, clearance and error/dispute resolution Reputation, financial strength, and stability Block trading and block positioning capabilities Willingness to execute difficult transactions Willingness and ability to commit capital Ongoing reliability Overall costs of a trade (i.e., net price paid or received) including commissions, mark-ups, mark-downs or spreads in the context of our knowledge of negotiated commission rates currently available and other current transaction costs Nature of the security and the available market makers Desired timing of the transaction and size of trade Confidentiality of trading activity Market intelligence regarding trading activity The receipt of brokerage or research services, whether received directly from a brokerdealer or indirectly through a soft dollar or commission sharing arrangement

Before we begin trading with a broker-dealer for the first time, our Head of Trading, the Chief Financial Officer, the Chief Compliance Officer and, as appropriate, the Chief Operating Officer, will review, as applicable, the broker-dealer’s operational, financial, compliance and regulatory status. They also will perform periodic reviews of broker-dealers, which will vary in frequency and scope based on the perceived counterparty exposure. -38-

As part of the trading desk’s usual and customary job responsibilities, the Head of Trading will consider the execution quality of each trade. Any unexpected deviations in price, commission rate, market impact, execution speed, or other aspects of execution quality will promptly be reported to the Chief Compliance Officer. We maintain a Best Execution Committee which meets periodically to consider various trading matters. 1.

Research and Other Soft Dollar Arrangements

We use “soft” or commission dollars when we make a good faith determination that the commissions are reasonable in relation to the value of brokerage and research services provided, viewed in terms of either a particular transaction or our overall responsibilities to all Client Accounts. We will use soft dollars in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”). Section 28(e) provides a “safe harbor” to investment managers that use commission dollars of their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the investment manager in performing investment decision-making responsibilities. Conduct outside of the safe harbor afforded by Section 28(e) is subject to the traditional standards of fiduciary duty under state and Federal law. Research products or services provided to us may include research reports on particular industries and companies, economic surveys and analyses, discussions with research analysts, meetings with corporate executives and industry experts, recommendations as to specific securities, market data and other products and services providing lawful and appropriate assistance to us in the performance of our investment decision-making responsibilities. This research may include both proprietary research or research created or developed by a third party. Brokerage products or services provided to us may include communication services related to the execution, clearing, and settlement of securities transactions. We are not obligated to seek the lowest transaction charge, except to the extent that it contributes to the overall goal of obtaining the best execution for Clients. The commission rates (or dealer markups and markdowns) charged to the Client Accounts by broker or dealers who provide us with research products and services may be higher than those charged by other brokers or dealers who may not offer such services. Consequently, a higher transaction charge on exchange and over-the-counter trades may be determined reasonable in light of the value of the brokerage execution and research products and services provided to us for the benefit of our Clients. Consistent with the requirements of best execution, we may from time to time enter into formal or informal arrangements with certain brokers (“Soft Dollar Brokers”) whereby the provision of research or brokerage execution services is explicitly dependent on the level of commissions and underwriting concessions generated by the Client Accounts. In selecting Soft Dollar Brokers to initiate soft dollar transactions, we will consider the capabilities of the Soft Dollar Broker to provide best execution. To the extent we use “full service brokers” which provide research and other services to JANA and the commission associated with such services is greater than would otherwise be obtained using available floor brokers, electronic brokers, ECNs or ATSs, such commission could be deemed to comprise soft dollar arrangements. -39-

Research services received from Soft Dollar Brokers will be used to supplement and augment our own research capabilities and will directly assist us in our investment decision-making process. Soft Dollar Brokers also may provide execution-related products and services, including trade execution and electronic access to broker networks, in exchange for commission business. We also engage in “commission sharing arrangements” (“CSAs”), which is a practice where JANA pays a broker-dealer for trade execution and requests that the broker-dealer allocate a portion of the commissions to third-party providers of research or brokerage products and services. While JANA could execute the transactions with these broker-dealers directly, consistent with its duty to seek best execution, we may decide to pay them through CSAs. All products and services that are paid for with Client transaction charges will be of the type described in Section 28(e). All products and services that are paid for with soft dollars are reviewed and approved to ensure that the product or service provides lawful and appropriate assistance in the performance of our investment decision-making activities. In addition, a determination is made as to whether the amount of the commissions paid is reasonable in light of the value of the products or services provided. Such products and services may be used for any or all of our Client Accounts. In some instances, JANA may receive a product or service that may be used partially for functions covered by Section 28(e) (i.e., “mixed-use” item). In these instances, where we receive administrative, non-research, or non-brokerage benefits and research and brokerage services provided by brokers-dealers and third parties, we make a good faith allocation between the administrative benefits, non-research benefits, or non-brokerage benefits and the research and brokerage services and JANA or Clients pay for the administrative, nonresearch, or non-brokerage benefits in hard dollars. Also, consistent with Section 28(e), research or brokerage products and/or services obtained with “soft dollars” generated by one or more Client Accounts may be used by us to service one or more other Client Accounts. We do not seek (and are not required) to allocate soft dollar benefits to Client Accounts proportionately to the soft dollar credits such Client Accounts generate. Accordingly, the Client Accounts that provide the brokerage transaction charges for which such products and services are provided or that engage in the securities transactions generating such charges do not necessarily receive the direct benefit of specific services. Instead, when we use Client Account brokerage commissions to obtain research or other products or services, we may receive a benefit because we do not have to produce or pay for the research, products or services. Therefore, we may have an incentive to select or recommend a broker-dealer based on our interest in receiving the research or other products or services, rather than on our Clients’ interest in receiving most favorable execution. Written restrictions or limitations on the use of soft dollars for particular Clients are treated in the same manner and monitored as all other Client-imposed restrictions and guidelines. Our Best Execution Committee approves a soft dollar budget on a periodic basis, and one or more of its members negotiates, approves, and implements all soft dollar arrangements. The soft dollar budget is updated to reflect the termination of any existing soft dollar arrangement, as well as the implementation of any new soft dollar arrangement after the approval process for that new arrangement has been completed.

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We will require that Soft Dollar Brokers provide us with monthly statements of all activity and balances. We review and reconcile these statements on a monthly basis. No less than annually, our Chief Financial Officer, in conjunction with the Head of Trading, will review the status of any outstanding balances to Soft Dollar Brokers. If as a result of his review, the Chief Financial Officer believes that commission credits during the next year will be insufficient to cover expenses, he will consult with our Best Execution Committee to decide whether to undertake to make cash payments for services purchased to the extent necessary to become current. 2.

Brokerage for Client Referrals

In selecting or recommending broker-dealers, we do not consider whether we, or any of our affiliates, receive client or investor referrals from a broker-dealer or other third party. 3.

Directed Brokerage

We have a duty to seek best execution with respect to all Client Accounts. Generally, subject to certain arrangements we have in place, we have complete discretionary authority to select the broker-dealers used to execute trades. B.

Aggregating Orders for Various Client Accounts

If JANA determines that the purchase or sale of a security is appropriate for more than one Client Account, JANA may, but is not obligated to, purchase or sell such a security on behalf of such Client Accounts with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Client Account will receive the weighted average price. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by JANA. As a result, certain trades in the same security for one Client Account may receive more or less favorable prices or terms than another Client Account, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. Aggregated orders include: (i) one order placed on behalf of more than one Client Account; and (ii) multiple orders placed on behalf of one or more Client Accounts. If there is insufficient liquidity with respect to a particular security, partially filled orders typically will be allocated among participating Client Accounts on a pro rata or other predetermined basis. Partial fills initially will be allocated pro rata based on the number of strategies included in the aggregated order and then pro rata within each strategy according to predetermined groupings and target weightings in the pre-allocation statement. In certain limited situations it may be fair and equitable to give designated Client Accounts with special investment objectives and policies some degree of priority over other types of Client Accounts. In the event that there is a partially filled order and the predetermined allocation of a specified number of shares to a particular Client Account is deemed to be insufficient, the Client Account's allocation may be re-allocated to the other Client Accounts participating in the bunched trade, on a pro rata or other predetermined basis. Regulatory thresholds may also limit Client holdings in certain securities. Regulatory -41-

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Economic Benefits for Providing Services to Clients

We do not receive economic benefits from non-Clients for providing investment advice and other advisory services. B.

Economic Benefits for Providing Services to Clients

Currently, neither we nor any of our related persons directly or indirectly compensate any person who is not a supervised person, including placement agents, for client referrals. We may in the future engage placement agents that may solicit or refer potential Clients or Investors on our behalf. Such placement agents are subject to a conflict of interest because they will be compensated in connection with their solicitation activities. In addition, the use of capital introduction services provided by executing or prime brokers may create a conflict of interest in that it may create an incentive for JANA to direct additional brokerage to such executing brokers or prime brokers. As mentioned in Item 12 above, JANA does not consider client or investor referrals from brokerdealers when making brokerage allocation decisions. JANA also has policies and procedures designed to seek best execution and periodically monitor and evaluate service providers.

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

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Periodic Review of Client Accounts

Our portfolio manager, with the assistance of other investment staff as appropriate, regularly reviews the current investment strategy and monitor the holdings in each Client Account to ensure that such holdings are consistent with each Client Account's investment objectives set forth in the Offering Documents. Issues such as diversification, security types, and market capitalization are all reviewed to ensure compliance with the Clients’ investment guidelines. B.

Additional Review of Client Accounts

Relevant personnel assist in risk assessment and review of Client Accounts by monitoring risks arising from factors including: (i) Client or Investor-imposed investment restrictions; (ii) leverage; (iii) counterparty risk; and (iv) risks related to operations and systems. C.

Contents and Frequency of Account Reports to Clients

Investors typically receive: (i) annually, an audited financial report and tax information necessary for completion of their tax returns and (ii) unaudited monthly reports regarding Client performance and net asset value. Investors may also receive certain other periodic reports as set forth in the applicable Offering Documents. In addition to the information provided to all Investors as explained above, JANA provides certain Investors, including Cannae, with additional information and reporting (written or verbal) not generally available to other Investors and such information may affect an Investor’s decision to request a withdrawal or redemption from its capital account. Such reports and information may include, among other things, documentation associated with the calculation of net asset value, performance tracking and/or portfolio holdings reconciliation. A prospective Investor in our Client Accounts is responsible for asking questions or requesting information it believes is necessary to make its own investment decisions and must decide for itself whether the limited information typically provided by JANA to Investors is adequate for its investment evaluation.

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Pursuant to Rule 206(4)-2 under the Advisers Act, JANA is deemed to have custody of the assets held by certain Client Accounts structured as private funds (“Private Fund Clients”). To comply with this Rule, the assets of each Private Fund Client must be held by a qualified custodian, with the exception of certain privately offered securities. In addition, we meet our custody reporting requirements through the audit method by having the financial statements of each Private Fund Client audited annually by an independent, PCAOB-registered accounting firm. JANA subsequently distributes the results of the audited financials to the underlying Investors in each of the Private Fund Clients within 120 days after the end of the fiscal year. We urge you to carefully review such statements and compare such official custodial records to the account statements that we may provide you.

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Our Clients have provided us with discretion to trade their account without obtaining their consent to each particular transaction. We exercise this discretion subject to the investment policies, limitations, and restrictions, if any, imposed by a Client in the relevant Offering Documents. In these agreements, our Clients may place limitations on our investment authority, including, without limitation, designating types of permitted investments, percentage of permitted investments, or prohibiting certain types of investments. Our Clients must specify our authority, discretionary or non-discretionary (for example, through a power of attorney), and provide us with any investment guidelines and restrictions in writing, typically as part of the relevant Offering Documents. For a complete discussion of our advisory business and the services we provide to our clients, please see Item 4, “Advisory Business,” above.

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We have, and in the future will continue to accept, the authority to vote our Clients’ securities. In light of this, we have adopted policies and corresponding procedures to comply with Rule 206(4)6 under the Advisers Act and with our fiduciary obligations (the “Proxy Voting Policies”). The Proxy Voting Policies are designed to ensure that in cases where we vote proxies with respect to Client securities or other instruments, such proxies are voted in the best interests of our Clients. Our proxy voting process is the same for all Clients that have given us proxy voting authority. Our general policy is to vote proxy proposals, amendments, consents, resolutions or corporate actions relating to securities, including interests in private investment funds, if any (collectively, “proxies”), in a manner that serves the best interests of our Clients, as determined by us in our discretion, taking into account relevant factors, including, but not limited to: •

the impact on the value of the securities;

•

the anticipated costs and benefits associated with the proposal;

•

the effect on liquidity; and

•

customary industry and business practices.

In evaluating proxy issues, we have engaged an outside vendor (the “Proxy Adviser”) to identify and flag factual issues of relevance and importance. We also will use information gathered as a result of the in-depth research and ongoing company analyses performed by our investment team in making buy, sell and hold decisions for our Client portfolios. This process includes periodic meetings with senior management of portfolio companies. We may also consider information from other sources, including the management of a company presenting a proposal, shareholder groups, and other independent proxy research services. Unless a particular proposal or the particular circumstances of a company suggests otherwise, proposals regarding routine matters (such as the election or re-election of board members, changes in capitalization, and the approval of auditors) generally shall be voted in accordance with written voting guidelines that have been formulated by the Proxy Adviser. Non-routine matters may be reviewed and voted by us on a case-by-case basis. We subscribe to a proxy monitoring and voting agent service offered by the Proxy Adviser. In accordance with this service, the Proxy Adviser provides proxy analysis with research and a vote recommendation for each shareholder meeting of the companies in our Client portfolios. They also transmit votes, record them, and generate a voting activity report for our Clients. We retain responsibility for instructing the Proxy Adviser how to vote, and we will apply our own proxy voting guidelines when we deem it appropriate to do so. Proxies for securities on loan through securities lending programs will generally not be voted, unless we can obtain these securities in advance of the relevant record date.

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In cases where a conflict of interest has been determined to exist, we generally will have no discretion to vote any portion of the proxy but will defer to the recommendations of the Proxy Adviser in connection therewith and will vote strictly according to those recommendations. Investors may obtain a copy of our current written Proxy Voting Policies and/or a copy of the voting activity report generated by the Proxy Adviser for their Client Account, by (i) writing to JANA Partners Management, LP at the address reported on the Cover Page of this Brochure, Attention Legal and Compliance, or (ii) contacting our Chief Compliance Officer, Jennifer Fanjiang, at (212) 455-0900 or compliance@janapartners.com.

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Balance Sheet

We are not required to attach a balance sheet because we do not require or solicit the payment of fees six months or more in advance. B.

Contractual Commitments to Our Clients

We have no financial condition that is reasonably likely to impair our ability to meet contractual and fiduciary commitments to our clients. C.

Bankruptcy Petitions

We have never been the subject of a bankruptcy petition.

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