LEVIN CAPITAL STRATEGIES, L.P.

Who is Levin Capital Strategies, L.P. Levin Capital Strategies, L.P. (“LCS”) provides discretionary or non-discretionary investment advice and/or management services according to the stated investment objectives, restrictions, and policies of each LCS investment advisory client (each, a “Client” and together, “Clients”). LCS serves as an investment adviser with discretionary trading authority over and provides discretionary advisory services to separately managed accounts (“Separately Managed Accounts” or “SMA”) and a private investment fund (the “Private Fund” or “Fund”), as well as non-discretionary advisory services to a model portfolio (“Model Portfolio”). As used herein, “Client” generally refers to the Private Fund and each beneficial owner of the Separately Managed Accounts. LCS enters into a written investment management agreement with each Client. LCS maintains full power and authority to supervise and may make investment decisions on behalf of each Separately Managed Account and the Private Fund (each sometimes also referred to as a “Managed Account” or collectively as “Managed Accounts”) with or without prior consultation with the Client.

As referenced in Item 2, LCS entered into an agreement in December 2025 with Easterly Asset Management LLC (“EIP”), a registered investment adviser, to acquire the remaining assets of LCS’s former “institutional asset management business”. Pursuant to this transaction, subject to each applicable EIP current investment advisory client and former LCS client’s consent. The strategies and accounts transferring to EIP and former LCS clients are those “long-only” strategies directly managed by Jack Murphy. In connection with this transfer, analysts who support Mr. Murphy’s strategies have moved with Mr. Murphy from EIP to LCS. No consideration was paid to EIP for this transaction.

LCS generally follows a “large-cap” (defined as an issuer whose’ market capitalization is greater than seven (7) billion dollars), “bottom-up” value investment strategy and a short/long alternative strategy. LCS invests Client assets primarily in equity securities, and both domestic and foreign issuers traded on a U.S. exchange. LCS’s investment decisions and advice with respect to Managed Accounts are made in accordance with the applicable Client’s investment objectives, guidelines, and the information provided in the Client’s investment management agreement. With respect to the Separately Managed Accounts, any written instructions or restrictions provided by the Client to LCS.

With respect to its Separately Managed Accounts, and Model Portfolio, LCS follows “long-only” strategies and primarily invests in equity securities, ADRs/ADSs (including large foreign issuers whose ADRs/ADSs trade “over the counter”), foreign equity securities traded on a foreign or a recognized U.S. exchange, U.S. Treasury obligations, corporate debt, warrants, convertible securities, and exchange-traded funds (“ETFs”). The Private Fund typically trades options, futures contracts, and SWAPS (primarily Equity SWAPS) as well as participating in initial public offerings and secondary offerings. LCS also manages a Model Portfolio of securities for another registered investment advisor. LCS does not execute security transactions for the Model Portfolio, nor is LCS aware of when actual transactions occur, if at all.

IRA and IRA Rollover Recommendations For purposes of complying with the DOL’s Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”), where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan or individual retirement account(s), we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we

operate under a rule that requires us to act in your best interest and not put our interests ahead of yours. Under this rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and, • Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. LCS also manages on a discretionary basis the accounts of certain family members, affiliates, and employee and employee-related accounts, and affiliates of family members of LCS personnel, and those personnel providing services to LCS pursuant to a services agreement with Easterly Investment Partners LLC (“EIP”). Please refer to Item 10, “Services Arrangement with Easterly Investment Partners LLC.”

LCS also provides investment management services to a Private Fund that is organized under the laws of the State of Delaware and offered to investors on a private placement basis. In connection with providing investment management services, LCS has been appointed as an investment adviser

with discretionary trading authorization. Additional detailed information about LCS is provided in this Brochure, including information about LCS’s advisory services, investment approach, personnel, affiliations, and brokerage practices.

In addition to the advisory services described above, LCS also provides non-discretionary stock ranking to a third-party research facility. Additional information about this arrangement is provided in response to Item 10.

This Brochure generally includes information about LCS 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 of the Private Fund described herein. The securities of the Private Fund are offered and sold only by means of a confidential offering memorandum on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering may be made. The securities for the Fund is are offered on a private placement basis, pursuant to Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Company Act”), to persons who are “accredited investors” as defined under the Securities Act and, if applicable, “qualified purchasers” as defined under the Company Act, and subject to certain other conditions, which are set forth in the offering documents of the Private Fund. Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of the Fund described herein.

Brief History LCS, a Delaware limited partnership, commenced its operations in December 2005-January 2006.

LCS primarily offers two (2) strategies: (1) a “long-only” Large-cap value biased investment strategy which focuses on U.S. traded securities; and (2) a short/long alternative strategy. The Large-cap value strategy may include mid-cap or smaller issuer-cap securities that LCS believes are suitable for managed accounts. The “long-only” investment strategies may have variations of investment styles and investment objectives based on the Client’s investment strategy, concentration; diversification through the number of portfolio holdings and sectors, criteria, investment restrictions, portfolio concentration, tax status, time horizon, and risk tolerances. A portion of the fund employs investment strategies similar to “long-only” SMA accounts, but can have a more or less concentrated investment strategy. Please refer to the fund offering documents for additional information. These types of strategies may be a concentrated style, having fewer holdings with higher or lower capital weightings than those Clients following a more diversified strategy. A concentrated strategy may have additional risks, including higher volatility and increased loss of capital than a more diversified strategy, and a diversified strategy may yield higher or lower returns than a concentrated portfolio. Additional risk factors are disclosed in Item 8, “Risk of Loss.” These strategies may be managed on a taxable and non-taxable basis. Non-taxable accounts may trade more frequently and may hold different portfolio securities than taxable accounts, as taxable considerations may weigh on the investment decision-making process. ’’Ownership John A. Levin and related entities

100.0%

John A. Levin controls LCS through Levin Capital Strategies, GP, LLC, where John A. Levin is the managing member. The 2005 GRAT Separation Trust is the majority owner of LCS along with John A. Levin and Elisabeth Levin. Elisabeth Levin, the wife of John Levin, is also the trustee of the 2005 GRAT Separation Trust.

The descriptions set forth in this Brochure of specific advisory services that LCS offers to Clients, and investment strategies pursued, and investments made by LCS on behalf of its Clients, should not be understood to limit in any way LCS’s investment activities. LCS may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that LCS considers appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies LCS pursues 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 account(s) will be achieved. LCS’s investment decisions and advice with respect to the Fund are subject to the Fund’s investment objectives and guidelines, as set forth in its offering documents. Similarly, LCS’s investment decisions and advice with respect to each Client are subject to each Client’s investment objectives and guidelines, as set forth in the Client’s investment management agreement, as well as any written or verbal instructions provided by the Client to LCS. Wrap Fee Programs LCS does not currently participate in any Wrap Fee Programs. Management of Client Assets LCS manages Client assets on a discretionary basis. The chart below sets forth the amount of net assets under management as of February 28, 2026: U.S. Dollar Amount Total Number of Accounts Discretionary assets

$ 1,437,750,135

Non-discretionary assets $ 187,378,670

Total:

$ 1,625,128,805

Updated information is available from LCS upon request. Regulatory assets under management can be found in the LCS Form ADV Part I Item 5.

The fees applicable to each Client’s Managed Account are set forth in detail in each Client’s investment management agreement. Additionally, the fees for the Fund are set forth in detail in the Fund’s offering documents. A brief summary of such fees is provided below. Separately Managed Accounts and Model Portfolio LCS generally charges Separately Managed Accounts and the Model Portfolio a management fee of up to 1.0% per annum of assets under management, typically charged quarterly in arrears. Certain Separately Managed Accounts can have performance fees and are subject to a “high watermark”. Subject to negotiation, certain large-qualified Clients may obtain different fee schedules, which may include a different performance-based fee structure. Fees for Clients are subject to negotiation and established pursuant to each Client’s investment management agreement. LCS, at its option, may elect not to charge a Client a management fee on a portion of the Client’s portfolio wherein, in LCS’s opinion, the account has a “high cash” or “high cash equivalent” (money market securities or short-term Treasury obligations) position that is in excess of 20% of the Client’s portfolio. LCS may charge a reduced management fee for a Client’s specific securities depending upon the Client’s portfolio security and special circumstances. Fees are paid to LCS by a Client either by a custodian deducting fees from a Client’s account as authorized by the applicable Client or by the Client directly. Set forth in the chart below is the standard investment management fee structure for Separately Managed Accounts following a “long-only” investment strategy, which is subject to negotiation:

Net Asset Value

Management Fee Rate

Under $5 Million

1.00% annually

$5 million - $15 million

0.75% annually on entire account

$15,000,001 - $99,999,999 million:

0.75% for the first $15 million 0.50% for additional amounts

Over $100 million

Negotiable

LCS, at its discretion, may adjust the management fees borne by the Client in the event of material additional capital contributions and withdrawals from the account. Generally, when a Client makes capital contributions or withdrawals that in the aggregate increase or decrease the net asset value of the Client’s account by 10% or greater during a calendar quarter (disregarding the performance of the account), the management fees will be prorated based on the actual number of days in such calendar quarter before and after the applicable contribution to, or withdrawal from, the account. Generally, the investment management agreement between the Client and LCS is terminable upon receipt of written notice of termination by either LCS or the Client. LCS generally will bill Clients in arrears, however for those Clients that elect to be billed in advance, the Client will be entitled to any unearned portion of the management fee upon termination. Certain family members, employees, affiliates and affiliates of family members of LCS personnel may have a lower fee schedule than other Clients. Certain qualified and eligible Clients may negotiate a performance-based fee arrangement. Any performance-based compensation (including the performance-based compensation set forth below under “The Fund”) will be charged or allocated, as applicable, in accordance with Section 205 of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 2053.

The Private Fund The management fee and incentive reallocation applicable to the Private Fund are set forth in detail in the Private Fund’s confidential offering memorandum, and a brief summary of those fees and reallocations are provided below. Please refer to the Private Fund’s offering memorandum for a more complete description of the applicable fees, reallocations, and series that are offered. Different series of interests may have different fees and/or liquidity terms including “lock-up” structures. LCS receives a monthly management fee equal to up to 1.0% per annum from the Private Fund. Fees accrue monthly in arrears and are payable at the end of each month. LCS and its affiliates reserve the right to waive or impose different management fees or otherwise modify the management fee arrangements of an existing investor with the consent of such investor. LCS and its affiliates are generally entitled to, at the end of each fiscal year, up to 20% of the net annual profits of the Private Fund. Any incentive reallocation will only be reallocated with respect to the net profits, which generally include realized gains and losses, and unrealized appreciation and depreciation of securities held in the Fund’s portfolio, dividends and interest, less applicable Fund expenses, and are generally subject to a “high water mark.” LCS and its affiliate reserve the right to waive or impose different incentive allocations or otherwise modify the incentive allocation arrangements of an existing investor with the consent of such investor. LCS, its employees, and certain family-related accounts may invest in the Fund. LCS employees and certain family-related accounts may not incur the Fund's management fee or incentive allocation/fee. This is at the discretion of the Fund’s Managing General Partner. The Private Fund has the authority to enter into agreements or other similar arrangements (collectively, “Side Letters”) with one or more investors that provide such investors with additional and/or different rights from other investors (including access to certain fund information).

Fund and Managed Account Expenses LCS’s management fee with respect to each Managed Account does not include (a) brokerage charges, which are paid on a transactional basis by the Managed Account, (b) dealer mark-ups or mark-downs on securities purchased or sold for an account through third-party dealers, (c) fund expenses that include administrator fees, auditing and tax preparation fees or other professional expenses, and (d) taxes or regulatory fees and (e) custodial and other miscellaneous fees. In addition, if the Managed Account holds a registered investment company (open-end, closed-end, “money market” or ETFs) or a publicly traded partnership, the managers of such entities may charge management fees and expenses (such as brokerage commissions, custodian fees, if applicable), which would be in addition to LCS’s investment advisory fee.

To the extent permitted under the offering documents, the Private Fund bears its own expenses, including, but not limited to, the investment advisory management fee; investment expenses (e.g., expenses that LCS reasonably determines to be related to the investment of the Private Fund assets, such as brokerage commissions (see Item 12 for more information on brokerage expenses), research expenses, portfolio risk and attribution system expenses, interest on margin accounts, administration fees, expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees and interest expenses); legal expenses; insurance expenses; compliance expenses; professional fees (including, without limitation, expenses of consultants) relating to investments; accounting expenses (including the cost of accounting software packages); auditing and tax preparation expenses; costs of printing and mailing reports and notices; entity-level taxes; corporate licensing; regulatory expenses (including filing fees); organizational expenses; expenses incurred in connection with the offering and sale of Private Fund interests and other similar expenses related

to the Private Fund; and extraordinary expenses. Please refer to the Private Fund’s offering memorandum for additional information. LCS has agreed to cap the Private Fund’s operating expenses (excluding management fees and incentive reallocation, if any) in excess of 0.50% per annum of the Private Fund net assets, calculated monthly. This voluntary arrangement is subject to change with one year’s notice to the Fund of non-renewal for the calendar year-end of the subsequent year. LCS was required to reimburse the Fund for expenses from 2023 through 2026. Each Managed Account may bear certain of the fees and expenses described above. The expenses borne by a Managed Account are set forth in the Client’s investment management agreement. To the extent practicable, LCS seeks to fairly allocate shared research expenses among its Clients. While LCS will apply methodologies for specific items in a manner that is intended to allocate those items in a fair and reasonable manner, as a general matter, Client accounts are generally allocated a pro rata portion of any applicable expenses. However, certain Client accounts are not and may not be assessed all or a portion of certain research expenses or similar expenses; this can be due to a variety of reasons: For example: •

Clients may suggest or require that LCS execute a portion of their trades through a particular broker according to a pre-negotiated commission schedule (i.e., a “directed brokerage” arrangement) and, if that designated broker is not otherwise providing research that LCS would purchase, those commissions are, in essence, not supporting the acquisition of research that LCS acquires in the process of investing and trading for Client accounts and are, effectively, therefore not sharing in the allocation of research expenses. LCS personnel investment advisory accounts are generally held in such directed brokerage arrangements with Fidelity Brokerage Services LLC.

•

Other regulatory requirements that do not permit LCS to allocate certain research expenses, such as “soft dollars.”

As a result of these arrangements, certain Clients do not bear any research expenses and, accordingly, the remaining Client accounts bear an increased proportionate share of research expenses. Neither the LCS nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

The descriptions set forth in this Brochure of specific advisory services that LCS offers to Clients, investment strategies pursued, and investments made by LCS on behalf of its Clients, should not be understood to limit in any way LCS’s investment activities. LCS may offer any advisory services, engage in any investment strategy, and make any investment, including any not described in this Brochure, that LCS considers appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies LCS pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There is no assurance that the investment objectives of any Client will be achieved. To construct a Managed Account’s portfolio, LCS generally utilizes a fundamental, bottom-up methodology that seeks to identify situations where in LCS’s opinion there are (i) significant gaps between market perceptions and economic realities and (ii) identifiable catalysts that could close such gaps. In addition, the Private Fund may buy or sell securities for the purpose of seeking to generate gains from short-term price fluctuations. The Private Fund typically invests or engages in various hedging strategies, including options, futures, and SWAPS. The Private Fund may also invest in initial public offerings and secondary offerings. LCS believes that the fundamental approach to select attractive long and short equity positions is the key to achieving sustained and substantial appreciation. In evaluating potential investments, LCS will typically engage in a detailed, bottom-up analysis of potential investments. In implementing its strategy, the Fund may utilize derivative instruments such as put and call options, SWAP or contracts for differences (“CFD”) transactions in particular securities, indices, SWAP baskets, creation of SWAP baskets tailored to specific LCS requirements, futures contracts on market indices and put and call options on market indices. The Private Fund may utilize leverage

to take advantage of perceived market opportunities. The use of leverage entails certain risks (including, without limitation, the potential of increased losses and performance volatility) and expenses. At the option of their beneficial owner, certain Managed Accounts may also invest in the Private Fund. Absent specific authority, LCS does not exercise discretionary authority with respect to such Clients’ decision to invest in the Private Fund. Allocation of Initial Public Offering Securities LCS may be given the opportunity to participate in initial public offerings from time to time that have limited participation opportunities. To the extent that LCS believes a specific IPO is a suitable investment for their “long-only” investment advisory clients, initial public offerings will be for the benefit of all eligible client accounts, except that initial public offerings are not allocated to nonFidelity directed brokerage accounts. LCS will generally allocate non-SPAC initial public offering shares received for an opportunity among its eligible participating client accounts on a rotating basis if they cannot be proportionally allocated, in accordance with the Firm’s allocation policies and procedures. Opportunities to participate in SPAC IPOs will usually be allocated to the Fund. Principal Risks The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment for a Managed Account, and the following risk factors may not be applicable to all Clients. An investment by a Client is speculative and involves a substantial degree of risk, including the risk that an investor could lose some or all of its investment. Prospective investors should carefully consider the risks of investing, which include, without limitation, those set forth below which are more fully described in the applicable private investment fund’s offering documents. These risk factors include only those risks LCS believes to be material, significant or

unusual and relate to particular significant investment strategies or methods of analysis employed by LCS and do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by LCS. Equity Securities: LCS generally follows a “large-cap” value “bottom-up” approach towards managing Client assets. LCS defines “large-cap” issuers as issuers having a market capitalization greater than seven (7) billion U.S. dollars. LCS will primarily invest in equity securities trading in the United States, however certain “Levin family related members” and select investment advisory accounts may also invest in foreign traded securities, which are perceived to have a greater risk. The value of these financial instruments will generally vary with the issuer's performance and movements in the equity markets. As a result, a Managed Account may suffer losses if LCS invests in equity instruments of issuers whose performance diverges from LCS’s expectations or if equity markets generally move in a single direction and such a Managed Account has not hedged against such a general move. A Managed Account may also be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Special Purpose Acquisition Companies: Units or shares of a special purpose acquisition company (a “SPAC”) (units are generally composed of equity, warrants, and share rights) can be acquired in an initial public offering or in the secondary market. A SPAC is a publicly traded company formed for the purpose of raising capital through an initial public offering to fund the acquisition, through a merger, capital stock exchange, asset acquisition, or other similar business combination, of one or more operating businesses that are typically not publicly-listed. Following the acquisition of a target company, a SPAC’s management team may exercise control over the management of the combined company in an effort to increase its value. Often now, though, management of the target company will continue to manage the now publicly-traded business subsequent to completion of

its business combination with the SPAC. Capital raised through the initial public offering of securities of a SPAC is typically placed into a trust account until acquired business combination is completed or a predetermined period of time (typically 24 months) elapses. Investors in a SPAC would receive a return on their investment in the event that a target company is acquired and the combined publicly traded company’s shares trade above the SPAC’s initial public offering (“IPO”) or acquisition price, or alternatively, the market price at which an investor acquired a SPAC’s shares subsequent to its IPO. In the event that a SPAC is unable to locate and acquire a target business by the timeframe established at the time of its IPO, the SPAC would be forced to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC, to the extent third parties are permitted to bring claims against IPO proceeds held in the SPAC’s trust account. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to complete a qualifying business combination by the deadline established at the time of its IPO, (ii) assets in the trust account may become subject to third-party claims against such SPAC, which may reduce the per share liquidation value received by the investors in the SPAC in the event it fails to complete a business combination within the required time period, (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors in “blank check” companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules, (iv) such SPAC will likely only complete one business combination, which will cause its returns and future prospects to be solely dependent on the performance of a single acquired business, (v) the value of any target business, including its stock price as a public company, may decrease following its acquisition by such SPAC, (vi) the value of the funds invested and held in the trust account may decline, (vii) the inability to redeem due to the failure to hold the securities in the SPAC on the applicable record date to do so, and (viii) if the SPAC is unable to consummate a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made. Some SPACs are less liquid and have a concentrated shareholder base that tends to largely comprised of investment funds (at

least at inception). Clients may invest in a SPAC that, at the time of investment, has not selected or approached any prospective target businesses with respect to a business combination. In such circumstances, there may be a limited basis for LCS or Clients to evaluate the possible merits or risks of such SPAC’s investment in any particular target business. In addition, to the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in the business operations of the acquired company or companies. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk.

Further, SPACs are structured as publicly-traded blank check companies. Accordingly, Clients will also be subject to risks that arise from investments in vehicles that are managed by independent third parties, as well as the risk that the underlying business combinations being pursued by the SPACs in which Clients invest will not be consummated or will not be successful.

SPAC PIPE Transactions: SPACs will often seek third-party equity capital in the form of a PIPE transaction that is funded on a concurrent basis with the consummation of the underlying business combination that is being pursued by the SPAC. While such SPAC PIPEs are typically entered into at the time a proposed business combination is announced, certain SPACs may seek PIPE commitments at the time of their IPO in the form of forward purchase agreements. Certain Clients participate in such SPAC PIPE transactions, including pursuant to forward purchase agreements, whereby they may make an irrevocable commitment to subscribe for equity securities of the combined company surviving the business combination between the SPAC and its target at a set price at the time that an agreement for the underlying business combination is signed. Consummation of a SPAC PIPE is typically contingent on and generally occurs concurrently with the successful closing of the underlying business combination which itself may be subject to conditions (such as regulatory approval, shareholder approval, etc.). As a result, a Client, in its capacity as an investor in a SPAC PIPE, may bear the market or pricing risk of the transaction

between the time of executing a subscription agreement to participate in the PIPE and the closing of the underlying business combination being pursued by the SPAC. In addition, during the period of time between a Client’s subscription to a PIPE and the consummation of the underlying business combination being pursued by the SPAC, the Client may have to reserve capital in anticipation of funding its irrevocable commitment. Such a time period may be substantial in the case of a forward purchase agreement executed at the time of a SPAC’s IPO. In such circumstances, any capital being reserved by a client will not be available for participation in other investment opportunities. Further, the shares issued at the closing of a SPAC PIPE will generally be restricted for a period of time following the closing until the company that results from the business combination is readmitted for trading on the relevant exchange and the securities are registered under the Securities Act. Restricted SPAC Securities: Restricted securities, including those issues in connection with a PIPE or SPAC PIPE, cannot be sold to the public for a period of time until they are registered under the Securities Act. Unless registered for sale, restricted securities can be sold only in privately negotiated transactions or pursuant to an exemption from registration (e.g., under Rule 144A of the Securities Act). Although these securities may be resold in privately negotiated transactions, because there is often little liquidity for these securities, they may be difficult and take a substantial amount of time to sell, and the prices realized from these sales could be less than those originally paid by a Client. Restricted securities may involve a high degree of business and financial risk which may result in substantial losses. Equity securities acquired in connection with PIPE and SPAC PIPE transactions will generally be restricted until subsequently registered for resale under the Securities Act. Founders Equity and Sponsor Vehicle Investments: Clients may invest in founders’ equity, consisting of founders shares and/or private placement warrants issued by a SPAC in connection with its formation and IPO, either directly or indirectly through equity interests in a related sponsor

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As previously noted, LCS generally provides investment advice to Separately Managed Accounts, Model Portfolio, and the Private Fund on a discretionary basis. Beneficial owners of Separately Managed Accounts include U.S. pension plans, corporations, institutional accounts, high-net-worth individuals, foundations, individuals, trusts and estates, and other sophisticated investors. LCS generally requires a minimum account size of $1 million in order to establish a Separately Managed Account, although LCS may, in its sole discretion, require a larger amount or accept a smaller amount of initial assets from a potential Client.

LCS Clients may be charged a management fee only, a performance fee only, or a management fee and incentive fee/reallocation, generally subject to a “high water mark”. The variation of the incentive compensation structures among LCS Clients may create an incentive for LCS to direct the best investment ideas or investment(s) to, or to allocate or sequence trades in favor of, Clients that pay or allocate performance-fee compensation to LCS or its affiliates. To help address this conflict, at the time of the investment decision, LCS seeks to treat its Clients fairly and equitably, and allocates investment opportunities based on various factors, including but not limited to: investment strategy, risk tolerance (including with respect to initial public offerings or secondary offerings), investment objective, taxable status, suitability, time horizon and account guidelines and restrictions, if any. This conflict is addressed by maintaining a daily trading rotation of Managed Accounts, which will be placed in three trading groups. The number of trading groups may change depending upon facts and circumstances, and at the discretion of LCS to ensure all Managed Accounts are treated fairly. Each trading group has their orders executed sequentially, and when available, each Managed Account within the trading group generally receives the same execution price through the aggregation of their orders in an average price account. Certain Directed Brokerage Accounts not held at the same custodian or brokerage firm as other Clients may realize different prices and commission rates. The Firm also utilizes an allocation policy for each investment, including special considerations for investments in initial public offerings and secondary offerings. Please refer to Trade Allocation and Aggregation Policies and Procedures under Item 12 Brokerage Practices below.

U.S. Private Investment Fund As previously noted, LCS, LLC, an affiliate of LCS, serves as the managing general partner of Bidirectional Disequilibrium Fund, L.P. LCS and its management persons are not registered, and do not have any application to register as broker-dealers, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the preceding entities. LCS has claimed a CFTC 4.13(a)(3) exemption with respect to the Fund. LCS has claimed a CFTC rule 4.14(a)(8) exemption with the National Futures Association, and LCS believes that other exemptions are available that would not require registration as a commodity pool operator or commodity trading advisor. LCS will continue to monitor regulatory developments, and if its business operations require or no other regulatory exemptions are available, LCS will register with the CFTC. Affiliated Investment Adviser River Partners Capital Management, L.P. (“RPCM”) is an SEC-registered investment adviser. John A. Levin, the controlling principal of LCS, is also a control person of RPCM, and its general partner, River Partners Capital Management GP, LLC, as well as RP Tax, LLC (a tax preparation entity which is a wholly-owned subsidiary of RPCM) (collectively the “RPCM entities”). LCS and RPCM entities are under the common control of John A. Levin. All RPCM entities operate independently from LCS, and LCS has no direct or indirect control or supervisory authority over any RPCM person or operations. Other than John A. Levin, certain LCS employees may provide administrative or ministerial tasks on behalf of RPCM. LCS believes that this relationship does not create a material conflict with the Clients of LCS.

Services Arrangement with Easterly Investment Partners LLC EIP and LCS have entered into a services agreement pursuant to which EIP provides services to LCS and supports its back office and business operations. These services include, among other things, services of certain employees of EIP, access to EIP proprietary research information and operational support. EIP is reimbursed by LCS for the costs to provide such services. In addition, EIP has adopted policies and procedures designed to ensure that the provision of such services to LCS does not conflict with EIP’s duties to Client accounts.

Participation in a Third-Party Research Facility LCS participates in a third-parties research facility where LCS analysts enter and rank their research ideas. LCS has developed policies and procedures to address this business operation that seek to mitigate potential conflicts of interest and to timely disclose the LCS analysts formulated and completed research ideas. LCS is compensated directly by the third-party based upon the stock selection analysts ranking, the stock’s performance. LCS is compensated by the third-party research facility, and then LCS compensates the relevant research analyst. LCS has approved this research facility arrangement. There can be no guarantee, however, that such controls and oversight functions will fully mitigate the adverse impacts and effects to LCS Clients and/or the Clients from these sharing activities.

Investment Activities of LCS, and its Personnel LCS, its partners, and employees may from time to time make personal investments in securities or instruments in which LCS may also invest the Private Fund and/or other Managed Accounts’ assets. Subject to LCS’s Code of Ethics, its personnel may buy, sell, or hold securities or other instruments for its own or their own accounts while entering into different investment decisions for the Private Fund and/or Managed Accounts. Personnel and their immediate family members who derive financial support from such personnel, are required to disclose personal securities transactions by providing brokerage accounts (other than mutual funds and other securities excluded by the LCS Code of Ethics) for LCS compliance monitoring purposes, with certain exceptions, including (i) third-party discretionary situations, (ii) where a spouse of an LCS employee is employed at another broker-dealer and (iii) purchases, sales and maintenance of openended mutual funds, U.S. Treasury obligations, Exchange Traded Funds, certificates of deposit or municipal securities. In addition, LCS and its eligible personnel may also invest in the Private Fund or applicable “long-only” strategies of its or their choosing, but are not required to invest in the Private Fund. It is expected that, if such investments are made, their size and nature of these investments will change over time. Neither LCS nor its personnel is required to keep any minimum investment in the Private Fund or any investment strategy. Code of Ethics and Statement on Personal Trading From time to time, various potential and actual conflicts of interest may arise from the overall advisory, investment, and other activities of LCS, its affiliates, and respective personnel (each, including LCS, an “Advisory Affiliate”). LCS has established policies and procedures to monitor and resolve conflicts and will endeavor to resolve conflicts regarding investment opportunities in

a manner it deems equitable to the extent possible under the prevailing facts and circumstances. LCS personnel are subject to similar Personal Trading restrictions and LCS’s Code of Ethics. The Advisory Affiliates may invest on behalf of themselves in securities and other instruments that would be appropriate for, held by, or may fall within the investment guidelines of the Private Fund and/or other Managed Accounts. The Advisory Affiliates may give advice or take action for their own accounts that may differ from, conflict with or be adverse to the advice given or action taken by the Private Fund and/or other Managed Accounts. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for the Private Fund and/or other Managed Accounts. Potential conflicts also may arise due to the fact that the Advisory Affiliates may have investments in the Private Fund. LCS strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty, and trust. In seeking to meet these standards, LCS has adopted a Statement on Personal Trading and a Code of Ethics (collectively, the “Code”). The Code incorporates the following general principles that all employees are expected to uphold: •

Employees must at all times place the interests of Client first; all personal securities transactions must be conducted in a manner consistent with the Code;

•

Any actual or potential conflicts of interest or any abuse of an employee’s position of trust and responsibility must be avoided;

•

Employees must not take any inappropriate advantage of their positions;

•

Information concerning the identity of securities and financial circumstances of the Client, including the Private Funds’ investors, must be kept confidential; and,

•

Independence in the investment decision-making process must be maintained at all times.

Clients and investors in a Client may request a copy of the Code by contacting Levin Capital Strategies, L.P., Attn: Compliance Department at Levin Capital Strategies, L.P., 767 Fifth Avenue, 18th Floor, New York, NY 10153 or by email at LCSCompliance@levincap.com. LCS also maintains Insider Trading policies and procedures (the “Insider Trading Policies”) that are designed to prevent the misuse of material, non-public information. LCS personnel are required to certify their compliance with the Code and the Insider Trading Policies, on a periodic basis. LCS has established policies and procedures to monitor and resolve conflicts concerning investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described above. LCS conducts regular monitoring of employee and LCS transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as client trades. The Advisory Affiliates may also have ongoing relationships with companies whose securities are in or are being considered for the Fund and/or other Managed Accounts. From time to time, LCS may acquire securities or other financial instruments of an issuer for a Managed Account which are senior or junior to securities or financial instruments of the same issuer that are held by, or acquired for, another Managed Account (e.g., the Managed Account may acquire senior debt while another Managed Account may acquire subordinated debt). LCS recognizes that conflicts may arise under such circumstances and will endeavor to treat the Private Fund and Clients fairly and equitably. Cross Trades and Principal Transactions LCS and its personnel do not purchase or sell any securities for their own accounts to or from the Fund or other Managed Accounts. However, under unusual circumstances, LCS may determine that it is in the best interest of the Fund or other Managed Accounts to effect securities trades through crosses and/or internal crosses between or among the Fund and/or Managed Accounts,

subject to the Fund and/or Managed Account investment guidelines and restrictions. This could occur, for example, in connection with a rebalancing transaction. In such cases, the Fund and/or Managed Account will purchase securities held by another Managed Account. If LCS decides to engage in a cross trade, LCS will determine that the trade is in the best interests of each Client involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each Client. LCS generally does not execute cross trades; however, if it does so, it will generally do so with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross trade between two Clients may occur as an “internal cross”, where LCS instructs the custodian for the Client to book the transaction at a price determined in accordance with LCS’s valuation policy. If LCS effects an internal cross, LCS will not receive any fee in connection with the completion of the transaction. LCS would effectuate these transactions based on the then current independent market price and consistent with valuation and other procedures established by LCS. Neither LCS nor any related party will receive any compensation in connection with these cross-trading transactions. As noted in Item 8, SPACs will often seek third-party equity capital in the form of a PIPE transaction that is funded on a concurrent basis with the consummation of the underlying business combination that is being pursued by the SPAC. Certain Levin family Clients may invest in SPAC PIPEs whereas other Clients will generally not make such investments. LCS has generally determined that investments in private placements are not suitable for Clients that are not members of the Levin family because of the limited liquidity of such investments and the related risks. LCS may in the future offer the opportunity to invest in SPAC PIPEs to Clients that are not members of the Levin family in its sole discretion.

To the extent that a cross trade may be viewed as a principal transaction due to the ownership interest in the Fund by LCS and its personnel, LCS will comply with the requirements of Section 206(3) of the Advisers Act, including that LCS will notify the general partner of the Fund or the underlying investor of a Separately Managed Account in writing of the transaction and obtain the consent of a conflicts review committee appointed by the general partner of the Fund or the underlying investor of a Separately Managed Account.

As noted previously, LCS usually has full discretionary authority to manage the Managed Accounts and the Fund, including authority to make decisions with respect to which securities are bought and sold with or without prior consultation with the client, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. LCS’s authority is limited by its own internal policies and procedures, the Fund’s investment guidelines, and each Managed Account’s investment management agreement/guidelines. LCS has no discretionary authority or control over security transactions, if any, for the Model Portfolio. Therefore, LCS does not execute any transactions for the Model Portfolio, and the financial intermediary is under no obligation to follow LCS’s recommendations. LCS places its Managed Accounts in one of three trading groups based upon where a Client’s assets are held or where the Client has directed that their securities transactions be executed (each individually, an “LCS Trading Group” and collectively, the “LCS Trading Groups”). LCS may consider other custodians provided that the Client’s custodian can successfully clear syndicate IPO transactions. As defined below, one of the LCS Trading Groups may have Mr. Levin’s family, family-related, employee, affiliates, and affiliates of family members’ accounts that may or may not be Managed Accounts, along with other LCS Managed Accounts (the “Fidelity Trading Group”). Mr. Levin is the Managing Member and Chief Executive Officer of LCS. Some of the Managed Accounts in the Fidelity Trading Group are maintained at an unaffiliated custodian or bank, rather than at Fidelity Brokerage Services LLC. Another LCS Trading Group consists of a group of Managed Accounts for which Clients have directed that their securities transactions be executed at a specific broker-dealer (the “Directed Brokerage Group”). The other LCS Trading Groups consist of Managed Accounts settled on a delivery-versus-payment (“DVP”) basis. There

is no assurance that LCS can accommodate any Managed Accounts’ directed brokerage request(s). However, LCS shall make a good faith attempt to determine if such an arrangement is possible. To minimize conflicts of interest among the LCS Trading Groups and to help avoid potentially volatile price movements caused by the entering of Client orders into the market simultaneously, LCS maintains a daily trading rotation whereby generally, its orders are executed sequentially for each LCS Trading Group and each Managed Account where available trading the same security receives the same prices by means of the aggregation of orders utilizing an average price account except for certain Directed Brokerage accounts. A recognized by-product of LCS’ rotational process is that Clients across trading groups likely will receive different prices for their orders based on the time (and date, in cases where an order continues beyond a single trading day) that such orders are executed, or an order may never be executed because of price sensitivity or lack of liquidity. Nevertheless, it is LCS’s good faith and reasonable determination that over time no one LCS Trading Group (and no one Client within each LCS Trading Group) is regularly advantaged or disadvantaged by its rational approach to trade order rotation. LCS permits the Fund to trade pre- or post-market hours and outside of the regular trading rotation. Various SMA accounts cannot trade pre-market and, in the opinion and discretion of LCS, depending upon market conditions, the Fund can trade in a pre- and post-market environment without a trade rotation requirement. If LCS can trade for SMAs during pre- or post-market hours, and depending upon the market conditions, specific news information that is specific to an industry or issuer of securities, LCS will consider trading for those SMA’s, if possible. LCS generally will not be able to aggregate orders across all accounts in all circumstances because certain advisory accounts are held with a specified broker-dealer as, for example, in the case of the Fidelity Trading Group, “DVP” accounts or the Directed Brokerage Group. In addition, the orders of customers within the Fidelity Trading Group are not aggregated with orders of other trading

groups as they are executed through Fidelity. Although the orders involving the Fidelity Trading Group generally are aggregated across accounts within that group and receive the average price for such transactions. Fidelity charges commission and fees for brokerage transactions, and no LCS individual directly or indirectly receive commissions from any Client’s brokerage transactions. However, Fidelity may allocate a portion of commissions generated for LCS’ soft dollar credits that can be used for eligible and qualified research expenses allowable under Section 28(e) of the Securities Act of 1934. Generally, Clients choose their custodian, bank, trust company, or brokerage firm where the Client assets will be held provided that LCS is able to operationally perform investment advisory services. Clients are not obligated to maintain a brokerage account with any broker/dealer nor obligated to purchase any investment products affiliated with LCS. At the request of a client, LCS personnel may suggest without any compensation to open a brokerage account with Fidelity Brokerage Services LLC or other custodians. Notwithstanding the foregoing, those Clients which establish brokerage accounts with Fidelity will have their trades executed exclusively by Fidelity, and not as part of orders that may be aggregated with orders of other Clients that are introduced or held at other brokerage firms, banks or other custodians selected by other Clients. These Fidelity Client accounts, together with certain other Managed Accounts held at certain custodians selected by such Clients who have elected to have their trades executed by Fidelity will have their orders executed exclusively by Fidelity. All transactions for Fidelity Clients are usually automatically routed from LCS to Fidelity, for execution via their trading platform, subject to previously agreedupon Fidelity commission rates that is available upon request. If LCS believes clients may receive a material benefit, LCS may, at its sole discretion and option, execute away from Fidelity. However, the Client may realize higher transaction costs associated settling these “away” trades. In this context, these specific Clients who have selected Fidelity to be their exclusive executing broker will not have their orders aggregated or bunched for execution by other broker-dealers who

may effect transactions at the direction of LCS in the same securities at or about the same time as these other transactions by Fidelity. Accordingly, these Managed Accounts which select Fidelity as their executing broker-dealer may receive different execution prices or be charged different commission rates. In essence, those Managed Accounts at Fidelity, and those Managed Accounts which have designated Fidelity as their executing broker-dealer, will be treated as directed brokerage accounts. The Managed Accounts at Fidelity will typically trade as one trading group. See above for a discussion on how LCS places trades on behalf of each trading group. Certain Clients with Managed Accounts may request or require LCS to use a specified brokerdealer to execute the Managed Account’s securities transactions and may have made separate arrangements with such broker-dealers regarding the commissions to be paid with respect to such transactions. These Clients are sometimes referred to collectively in this Brochure as “Directed Brokerage Accounts” and individually as a “Directed Brokerage Account.” As noted in Item 4 Advisory Business of this Brochure, LCS manages the accounts of certain family members, employees, affiliates and affiliates of family members of LCS personnel (collectively, the “Fidelity Trading Group”). The Fidelity Trading Group accounts are maintained with and generally will have all trades executed exclusively through Fidelity Brokerage Services LLC. As described below, the Directed Brokerage Accounts, and the Fidelity Trading Group will not participate in trades aggregated with other LCS Clients and may thereby receive prices that are not the same or as favorable as other Clients or the Fund and may pay commissions that are different from or not as favorable as other Clients or the Fund for similar transactions. The Fidelity Trading Group accounts are, however, generally aggregated across all other accounts in that same group and will receive the average price for such transactions. Fidelity’s commission rates may not be the lowest commission rates available. By agreeing to have Fidelity as its exclusive executing broker-dealer, Managed Accounts in the Fidelity forego any potential benefit from savings on execution costs that LCS may be able to obtain for its other Clients

when executing away from Fidelity, such as by LCS negotiating a volume discount on batched or bunched orders. LCS Clients who open a Fidelity account may incur certain other fees and expenses other than brokerage commissions. However, LCS Clients will not incur any custodian fees for holding their portfolio with Fidelity unless securities are held outside of the U.S. Clients in the Fidelity Trading Group are advised at the time of opening their account with Fidelity, or for existing Clients, by written notification, of the manner in which their Managed Accounts are maintained and traded along with commission rates and other brokerage account fees and expenses. Clients may incur higher total commission charges other than the currently stated Fidelity “minimum commission” rate where in the LCS opinion it would help the Client achieve “best execution” or the specific traded security, such as foreign securities traded outside the United States. Managed Accounts in the Fidelity Trading Group may at the time of the transaction have their orders aggregated with Mr. Levin’s family or family related trading activities For Directed Brokerage Accounts, where LCS does not have the discretion to select broker-dealers: •

LCS does not negotiate commission rates. Rather, the commission rates will be as negotiated by the client with the broker-dealer, and this will not change as a result of LCS serving as an investment adviser. LCS will attempt to help minimize brokerage transaction costs, and the use of a directed broker request may result in transactions occurring at different times with different prices;

•

LCS is not responsible for obtaining competitive bids on directed trades done on a net basis; and,

•

LCS may be unable to obtain a more favorable price based on transaction volume on transactions that cannot be aggregated with transactions of its other Clients.

Portfolio transactions for each Client where LCS has the discretion to select broker-dealers for execution of orders (which excludes the Fidelity and Directed Brokerage Groups), will be allocated to non-affiliated brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to LCS and/or certain Clients, but not beneficial to all Clients. In selecting an appropriate broker-dealer to effect a Client trade, LCS seeks to obtain best execution, taking into consideration the price of a security offered by the broker-dealer, as well as a broker-dealer’s full range and quality of their services including, among other things, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to LCS, brokerage and research services provided to LCS (e.g., research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, market making capabilities (including participation in initial public offerings), and settlement and potentially custodial services. Accordingly, the commission rates (or dealer markups and markdowns) charged to the Fund and Managed Accounts by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers who may not offer such services. LCS does not deem it practicable and in the best interest of its Clients to solicit competitive bids or commission rates on each transaction.

However, consideration is regularly given to information concerning the

prevailing level of commissions charged on comparable transactions by other qualified brokers and dealers. Generally, neither LCS nor the Fund separately compensate any broker or dealer for any of these other services. If LCS decides, based on the factors set forth above, to execute OTC transactions on an agency basis through Electronic Communications Networks (“ECNs”) or “Dark Pools”, it will also consider the following factors when choosing to use one ECN over another: the ease of use, the flexibility of the ECN compared to other ECNs and the level of care and attention that will be given

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LCS may enter into various arrangements pursuant to which unaffiliated third parties may be compensated for referring Clients to LCS. Compensation is typically a previously negotiated percentage of LCS’ advisory fees (including incentive/allocation fees, if any) received from the referred client (paid in cash, including incentive/allocation fees, if any) received from the referred client, or a fixed cash dollar amount for client introductions based upon negotiations between LCS and the third-party solicitor. The referred client will not incur additional LCS investment advisory fees from such an arrangement. Currently, third-party solicitor(s) are not LCS clients. LCS and LCS, LLC may, from time to time, utilize third-party placement agents that receive compensation, which may be borne by LCS, for referring investors to the Fund or other potential investment vehicles managed by LCS. In addition, LCS may, from time to time, maintain incentive compensation arrangements with certain of its employees in connection with referrals of Managed Accounts, which may be deemed to constitute indirect compensation in this regard. All such referrals shall conform to SEC Rule 206(4)-1. LCS currently has no formal third-party placement agents. LCS may, from time to time, refer certain Managed Accounts or potential Clients to Fidelity. No referral fees or commissions are paid to firm personnel or third parties by LCS or Fidelity for Managed Accounts that open a Fidelity brokerage account. LCS and its affiliates are not affiliated with Fidelity, and any statement to the contrary is not true.

There are no legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of LCS’s advisory business or the integrity of LCS’s management.

LCS performs various daily, weekly, monthly, quarterly and other periodic reviews of each Client’s portfolio. Such reviews are conducted by the LCS’s portfolio managers, research associates and other applicable personnel. A review of a Managed Account may be triggered by any unusual activity or various other circumstances. Investors in the Fund receive a monthly statement providing the investors’ balances in the Fund and typically a monthly or quarterly commentary from LCS describing the performance of the Fund. LCS may provide certain investors with information on a more frequent and detailed basis if agreed to by LCS. In addition, LCS issues and the Fund’s administrator will send to investors the audited financial statements concerning the Fund within 120 days of the Fund fiscal year end. LCS will distribute the Fund’s tax information to investors. Each beneficial owner and all interested parties upon the Client’s authorization with respect to its Managed Account typically receive a quarterly commentary letter from LCS, as well as monthly or quarterly account statements directly from their broker-dealer or custodian. In addition, LCS’s personnel may participate in periodic portfolio reviews with Fund investors or Clients at LCS’s discretion, which is attended by the appropriate members of LCS’ investment staff. While all investors generally receive similar information, to the extent an investor receives additional information (that other investors have not received), which is in addition to the information provided in the Fund’s regular reports to investors, such information may provide such investor with greater insight into the Fund’s activities. This may enhance such investor’s ability to make investment decisions with respect to the Fund and possibly affect such investor’s decision to request a redemption from the Fund.

With respect to the Private Fund and certain Separately Managed Accounts, LCS is deemed to have custody of certain client funds and securities because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from a client’s account. Account statements related to these Clients are sent by qualified custodians directly to Managed Accounts. LCS is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). However, it is not required to comply or is deemed to have complied with certain requirements of the Custody Rule with respect to the Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that the Fund is subject to an audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (“PCAOB”), and requires that the Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

LCS serves as an investment manager with discretionary trading authority to the Private Fund. In addition, LCS serves as the investment adviser with discretionary trading authority and also provides discretionary advisory services for the Managed Accounts. LCS’s investment decisions and its advice with respect to the Fund are subject to the Fund’s investment objectives and guidelines, as set forth in the offering documents. LCS also serves as a discretionary investment adviser to a Client or Clients who open Managed Accounts with full power and authority to supervise and make investment decisions on behalf of such Managed Accounts without prior consultation with the Client. LCS has the ability to determine the amount of securities to be purchased or sold, as well as which broker or dealer to be used unless (i) directed otherwise by the Client, and the commission rate paid for those accounts settle transactions on a DVP/RVP basis, (ii) the Client establishes a brokerage account with Fidelity, in which case Fidelity usually will execute all orders for such accounts or (iii) an account is directed by a Client and a commission rate and other fees, if applicable, have been negotiated by the Client. Clients may impose, in LCS’s opinion, any reasonable guideline or restriction on LCS, without materially impacting its ability to invest on the Managed Accounts’ behalf. LCS’s investment decisions and advice with respect to each Client Managed Account are subject to each client’s investment objectives and guidelines, as set forth in the Client’s investment management agreement/guidelines, as well as any written instructions provided by the Client to LCS. LCS or an affiliate of LCS has entered into an investment management agreement, or similar agreement, with the Fund and each Separately Managed Account, pursuant to which LCS or an LCS-affiliated entity was granted discretionary trading authority. LCS also provides nondiscretionary advice to a Model Portfolio of securities for other registered investment advisers.

LCS does not execute any security transactions for any Model Portfolio, nor is LCS aware of when, if at all, actual transactions occur.

LCS will, if authorized by the Client, vote proxies on their behalf. LCS is responsible for voting such shares of client’s discretionary securities under management. However, in certain cases, in accordance with the agreement governing the Managed Account, the Client may expressly retain the authority to vote proxies or instruct LCS how to vote any given proxy. Such Client should receive their proxies or other shareholder notifications and solicitations directly from their custodian. Please note that in such cases, the proxy voting policies and procedures described below would not apply. The SEC adopted Rule 206(4)-6 under the Advisers Act, which requires registered investment advisers that exercise voting authority over Client securities to implement proxy voting policies. In compliance with such rules, LCS has adopted proxy voting policies and procedures (the “Policies”). The general policy is to vote proxy proposals, amendments, consents or resolutions relating to Client securities, including interests in the Private Fund, if any (collectively, “proxies”), in a manner that serves the best interests of the Fund and other Managed Accounts, as determined by LCS in its discretion. LCS believes this alleviates potential conflicts of interests that may exist between LCS and the Clients with respect to proxy voting. Generally, LCS will utilize the proxy voting guidelines set forth by Glass Lewis, Inc. (“GL”) with respect to a wide range of matters. These guidelines address a range of issues, including corporate governance, executive compensation, capital structure proposals and social responsibility issues and are meant to be general voting parameters on issues that arise most frequently. If LCS determines that it may have, or is perceived to have, a conflict of interest when voting proxies, LCS will vote in accordance with its Policies. LCS may vote certain proxies on a case-by-case basis contrary to GL proxy voting guidelines if LCS believes that such vote would be in the best interest of LCS’s Client. If such action is undertaken by LCS, it will usually vote with management’s recommendation. If GL does

not have a recommendation or if LCS is not able to obtain a voting recommendation from GL for any reason, or holdings are only related to family-related accounts, LCS will vote in favor of management’s recommendation, provided that there are no material conflicts of interest present. If management or GL has no recommendation, LCS may vote the client shares in a way that LCS believes would best reflect management’s ability to enhance shareholder value. This may result in LCS voting for what may be perceived as in management’s favor. In limited circumstances and for non-United States proxy issuers, LCS may refrain from voting proxies where LCS believes that voting would be inappropriate, taking into consideration the cost of voting the proxy, applicable proxy voting share-blocking requirements, disclosure of the Managed Account’s non-public information, and the anticipated benefit, potential costs or lost trading opportunity to the Fund and other Clients. LCS shall maintain required records relating to votes cast, Client requests for information and LCS’s proxy voting policies and procedures in accordance with applicable law. A copy of LCS voting policies and the proxy voting records relating to a Client may be obtained by the Client by contacting LCS at 767 Fifth Avenue, 18th Floor, New York, NY 10153, by calling LCS at 212.259.0800, or by email at LCSCompliance@levincap.com.

LCS is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients and has not been the subject of a bankruptcy petition at any time since inception.