LONE PINE CAPITAL LLC

A. General Description of Advisory Firm LPC commenced operations in June 1997 and currently has offices in Greenwich, Connecticut and New York, New York. The managing member of LPC is Lone Pine Managing Member LLC ("LPMM") and Mr. Stephen F. Mandel, Jr. is the managing member of LPMM. B. Description of Advisory Services 1. Advisory Services LPC provides investment advisory services on a discretionary basis to its clients including the below listed private investment funds that are offered to sophisticated and institutional investors on a private placement basis (together with any other fund or vehicle LPC may advise in the future, collectively, the "LPC Funds"). The LPC Funds are structured as Delaware limited partnerships and Cayman Islands exempted limited companies. LPC also provides sub-advisory services to certain pooled vehicles not offered to U.S. investors (e.g., UCITS). The Cypress Funds. Lone Redwood, L.P., a Delaware limited partnership ("Redwood"), Lone Cedar Intermediate Fund, Ltd., a Cayman Islands exempted company ("Cedar Intermediate"), Lone Cedar, Ltd., a Cayman Islands exempted company ("Cedar"), Lone Cypress, Ltd., a Cayman Islands exempted company ("Cypress") and Lone Spruce, L.P., a Delaware limited partnership ("Spruce"). Redwood, Cedar Intermediate, Cedar, Cypress and Spruce are referred to collectively as the "Cypress Funds". Cedar invests all of its investable assets in shares of Cedar Intermediate. Redwood and Cedar Intermediate invest a substantial portion of their assets in shares of Cypress, but may invest directly as well. The Cypress Funds launched in January 1998. The Cascade Funds. Lone Cascade, L.P., a Delaware limited partnership ("Cascade"), Lone Sierra, L.P., a Delaware limited partnership ("Sierra"), Lone Monterey, Ltd., a Cayman Islands exempted company ("Monterey") and Lone Monterey Master Fund, Ltd., a Cayman Islands exempted company ("Monterey Master Fund"). Cascade, Sierra, Monterey and Monterey Master Fund are referred to collectively as the "Cascade Funds". Monterey invests all of its investable assets in shares of Monterey Master Fund. The Cascade Funds launched in January 2005. Lone Basin. Lone Basin Growth Fund I, L.P. ("Basin") is a Delaware limited partnership launched in March 2024. Lone Baccata. Lone Baccata Opportunities Fund 2024-I, L.P. ("Baccata") is a Delaware limited partnership launched in March 2024. The Mountain Pine Funds. Lone Mountain Pine, L.P., a Delaware limited partnership ("Mountain"), Lone Pitch Pine, Ltd., a Cayman Islands exempted company ("Pitch"), and Lone Pitch Pine Master Fund, Ltd., a Cayman Islands exempted company ("Pitch Master Fund").

Mountain, Pitch, and Pitch Master Fund are referred to collectively as the "Mountain Pine Funds". Pitch invests all of its investable assets in shares of Pitch Master Fund. Mountain launched in October 2025 and Pitch and Pitch Master Fund launched in January 2026. LPC may serve as investment adviser for other entities or accounts in the future. Lone Pine Associates LLC, a Delaware limited liability company and an affiliate of LPC ("LPA"), serves as the general partner to each of Redwood and Spruce and as the manager to Cedar Intermediate. Lone Pine Members LLC, a Delaware limited liability company and an affiliate of LPC ("LPM"), serves as the general partner to each of Cascade and Sierra and as the manager to Monterey Master Fund. Lone Pine Private Investment Partners I LLC, a Delaware limited liability company and an affiliate of LPC ("LPPIP"), serves as the general partner to Basin. Lone Pine Private Investment Partners SPV GP LLC, a Delaware limited liability company and an affiliate of LPC ("LPSPV"), serves as the general partner to Baccata. Lone Pine Members LMP LLC, a Delaware limited liability company and an affiliate of LPC ("LPMLMP"), serves as the general partner to Mountain and the manager to Pitch Master Fund. LPMM is also the managing member of LPA, LPM, and LPMLMP. 2. Investment Strategies and Types of Investments Please see Item 8 for a description of the investment strategies employed by LPC and certain material risks inherent in such strategies. The descriptions set forth in this Brochure of specific advisory services LPC offers to clients, and investment strategies pursued and investments made by LPC on behalf of its clients, should not be understood to limit in any way LPC's investment activities. LPC may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that LPC considers appropriate, subject to each LPC Fund's or client's investment objectives and guidelines. The investment strategies LPC pursues are speculative and entail substantial risks. Investors in the LPC Funds or other clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. C. Availability of Customized Services for Individual Clients In providing investment management and advisory services to the clients, subject to the terms of their respective governing documents, LPC formulates its investment objectives, directs and manages the investment and reinvestment of the clients' assets, and provides reports to investors. Investment advice is provided directly to the clients and not individually to their underlying investors. Other than any limitations set forth in the governing documents of the LPC Funds, LPC's investors may not impose restrictions on LPC related to investing in certain securities or types of securities. LPC monitors and manages certain internal portfolio guidelines. These internal guidelines confer no rights on clients or investors and impose no additional legal obligations upon LPC.

LPC, in its role as investment adviser to the LPC Funds, and/or the general partners of the LPC Funds, in their roles as the general partners of certain of the LPC Funds, from time to time agree to supplements, clarifications, or variations of the terms of the LPC Fund's organizational and/or offering documents in "side letters" or similar agreements. D. Wrap Fee Programs LPC does not participate as either a sponsor or manager of any wrap fee programs. E. Client Assets As of December 31, 2025, LPC managed approximately $18,650,367,800 of net assets on a discretionary basis, and did not manage any client assets on a non-discretionary basis.

A. Fees and Compensation The Cypress Funds, Cascade Funds, and Mountain Pine Funds pay LPC a fixed asset-based management fee payable monthly (prorated for partial months) in advance. In addition, each Cypress Fund, Cascade Fund, Pitch Master Fund, and Mountain pays a performance-based incentive allocation based on net capital appreciation (over the management fee and where applicable, a "hurdle amount" as discussed below, and subject to a loss carryforward mechanism). The Cypress Funds, Cascade Funds, Pitch Master Fund, and Mountain pay this fee and allocation by debiting the accounts of investors in each such LPC Fund. While withdrawals are generally permitted in the Cypress Funds, Cascade Funds, and the Mountain Pine Funds only at quarter-end, a pro rata portion of any management fee paid in advance will be returned to the applicable fund for distribution to any investor that is permitted to withdraw (or compulsorily withdrawn) prior to any quarter-end. The fees and allocations applicable to each LPC Fund are set forth in detail in each LPC Fund's organizational and/or offering document. A brief summary of such fees and allocations is provided below. Any incentive allocations allocated to an affiliate of LPC comply with the requirements of Section 205 of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and Rule 205-3 thereunder. LPC or its affiliate may waive (and has done so) the portion of the management fee and incentive allocation that is allocable to certain investors, such as LPC's affiliates, LPC's employees, members of their immediate family and their lineal descendants, trusts or other entities established for their benefit and family or other foundations established by such persons (collectively, "Internal Investors"). The Cypress Funds Generally, the Cypress Funds pay LPC a monthly management fee for investment advisory services equal to 1/12 of 1% (1% on an annualized basis) of each investor's capital account or the net asset value of each series of each class of shares held by an investor, as applicable, at the beginning of each such month (taking into account, as applicable, the lower of the cost or fair value, as determined by LPC, of DIs (as defined in Item 8) in which such investor has an interest). Generally, at the end of each fiscal year of the Cypress Funds or upon the redemption or withdrawal of an investor, LPA is entitled to an incentive allocation in an amount ranging from 13% to 18% (subject to certain conditions) of the net capital appreciation of each class of partnership interest or the increase in the net asset value of each series of each class of shares for such fiscal year (which includes both realized gains and losses and unrealized appreciation and depreciation of securities held in such Cypress Fund's portfolio and includes, as applicable, gains and losses in respect of realized or deemed realized DIs allocated during the applicable fiscal year) after deducting the management fee for such fiscal year, subject to a loss carryforward mechanism (and in certain classes of shares or interests, only to the extent the net capital appreciation or the increase in the net asset value of such series of each class of shares for such fiscal year was in excess of a

"hurdle amount"). To the extent that this allocation has been waived for any investor, the amount allocated to LPA is proportionately reduced. The "hurdle amount" for any fiscal year is the amount an account or series of shares would have earned for such fiscal year if it had received an annual rate of return equal to that of a benchmark specified in the applicable Cypress Fund's offering materials. The Cascade Funds For the Cascade Funds, investors may choose among management fee only classes or among classes that bear both a management fee and an incentive allocation. Generally, the Cascade Funds pay LPC a monthly management fee ranging from 1/12 of 1% to 1/12 of 1.5% (1% to 1.5% on an annualized basis) of each investor's capital account or the net asset value of each series of each class of shares held by an investor, as applicable, at the beginning of each such month (taking into account, as applicable, the lower of the cost or fair value, as determined by LPC, of DIs in which such investor has an interest). Generally, at the end of each fiscal year of each of the Cascade Funds or upon the redemption or withdrawal of an investor, LPM is entitled to an incentive allocation of 15% (subject to certain conditions) of the amount by which the return on the capital account or the net asset value of each series of each class of shares for such fiscal year (taking into account, as applicable, gains and losses in respect of realized or deemed realized DIs allocated during the applicable fiscal year) exceeds a "hurdle amount", subject to a loss carryforward mechanism, and a "20% IA Limitation" (as defined below). To the extent that this allocation/fee has been waived for any investor, the amount paid to LPM is proportionately reduced. The "hurdle amount" for any year is the amount an account or series of shares would have earned for a fiscal year if it had received an annual rate of return equal to that of an equity index specified in the applicable Cascade Fund's offering materials. Additionally, if applicable, the "hurdle amount" will be adjusted to take into account any DI that is realized or deemed realized (in whole or in part) during the period for which an incentive allocation is being determined in the manner set forth in the offering documents of the Cascade Funds. Generally, the incentive allocation in any fiscal year will not exceed 20% of the investor's return on its capital account (or return on its applicable series of shares) for such fiscal year (as adjusted for withdrawals or redemptions, as applicable, during such fiscal year) (the "20% IA Limitation"). Any amount of incentive allocation that is due but not reallocated because of the 20% IA Limitation will be added to the investor's catch-up incentive allocation, as described in more detail in the offering documents of the Cascade Funds.

The Mountain Pine Funds For the Mountain Pine Funds, investors may choose among management-fee-only classes or classes that bear both a management fee and an incentive allocation. Generally, the Mountain Pine Funds pay LPC a monthly management fee ranging from 1/12 of 0.75% to 1/12 of 1% (0.75% to 1% on an annualized basis) of each investor's capital account or the net asset value of each series of each class of shares held by an investor, as applicable. Generally, at the end of each fiscal year of the Mountain Pine Funds, LPMLMP is entitled to an incentive allocation of 10% of the amount of the return on the capital account or the net asset value of each series of each class of shares for such fiscal year that exceeds a "hurdle amount" subject to a loss carryforward mechanism, and a 20% IA Limitation. To the extent that this allocation/fee has been waived for any investor, the amount paid to LPMLMP is proportionately reduced. The "hurdle amount" for any year is the amount an account or series of shares would have earned for a fiscal year if it had received an annual rate of return equal to that of an equity index specified in the applicable Mountain Pine Fund's offering materials. Generally, the incentive allocation in any fiscal year will not exceed the 20% IA Limitation. Any amount of incentive allocation that is due but not reallocated because of the 20% IA Limitation will be added to the investor's catch-up incentive allocation, as described in more detail in the offering documents of the Mountain Pine Funds. Basin Generally, Basin pays to LPC a quarterly management fee for investment advisory services equal to 2% of the investors' committed capital, payable in cash in advance on the first day of each fiscal quarter. After the fifth anniversary of the final closing date, the annual management fee calculation percentage is reduced by 0.2% per year (but not below 1.0%), and the management fee calculation is equal to such reduced fee rate multiplied by an amount equal to the sum of (i) the lesser of the fair market value or the cost of the portfolio securities of Basin, plus (ii) the aggregate amount (not to exceed the sum of Basin's uncalled capital commitments and cash and cash equivalents on hand) that its general partner has committed or reserved for follow-on investments in portfolio companies of Basin. Generally, performance-based compensation for Basin is between 20% and 25% of Basin's net profits. In certain cases, the performance-based compensation varies within those ranges based on the performance of Basin. The performance-based compensation is subject to a clawback provision as set forth in Basin's offering documents, organizational documents and/or investment management agreement.

Baccata Generally, Baccata pays LPC an annual management fee (prorated for partial years) for services rendered to Baccata equal to 1% of the sum of capital commitments of all investors, payable in advance on the first day of each fiscal year. Generally, performance-based compensation for Baccata is between 10% and 20% of Baccata's net profits. In certain cases, the performance-based compensation varies within those ranges based on the performance of Baccata. The performance-based compensation is subject to a clawback provision as set forth in Baccata's offering documents, organizational documents and/or investment management agreement. B. Additional Fees and Expenses The fees and expenses for each LPC Fund are set forth in the offering and/or organizational documents for each LPC Fund. Below is a summary: Each LPC Fund bears its own expenses, including, but not limited to, as applicable: management fees; fees and expenses charged by the administrator; entity formation and registration fees, including any organizational and reorganizational expenses and fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of the LPC Fund or any trading subsidiary or special purpose vehicle; fees to and filing and registration expenses paid by the members of the Board of Directors or officers (including any Anti-Money Laundering Compliance Officer, Money Laundering Reporting Officer and Deputy Money Laundering Reporting Officer appointed pursuant to Cayman AML regulation) (in each case, for LPC Funds domiciled in the Cayman Islands); fees and expenses for maintaining the LPC Fund's registered office; investment expenses, including expenses related to the research, due diligence, financing, settlement, monitoring and disposition of actual and prospective investments of LPC Fund, whether or not such investment is consummated (i.e., expenses related to the investment of the LPC Fund's assets, including, without limitation, fees and expenses relating to any vehicle through which the LPC Fund may hold investments), fees and expenses related to trade and order management systems; fees and expenses relating to information technology hardware, software or other technology (including costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate investment fund accounting functions, and facilitate compliance with the rules of any self-regulatory organization or applicable law (including reporting obligations); investmentrelated due diligence expenses, including, without limitation, consulting and appraisal fees; out-ofpocket costs relating to research or other value-add services provided to any investment of the LPC Fund; brokerage, prime brokerage and futures commission merchant fees, expenses incurred in connection with the negotiation of prime brokerage contracts and counterparty agreements with the LPC Fund; commissions and bank service fees; expenses relating to short sales, block trades, interest expense, and clearing and settlement charges; fees, costs and expenses attributable to borrowing by the LPC Fund (including pursuant to any long-term borrowing arrangements or other

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A. Methods of Analysis and Investment Strategies The descriptions set forth in this Brochure of specific advisory services LPC offers to clients, and investment strategies pursued and investments made by LPC on behalf of its clients, should not be understood to limit in any way LPC's investment activities. LPC may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that LPC considers appropriate, subject to each LPC Fund's investment objectives and guidelines. The investment strategies LPC pursues are speculative and entail substantial risks. Investors in the LPC Funds should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. Investment Strategies of the Cypress Funds The Cypress Funds primarily invest in equity and equity-related securities of companies with minimum average daily trading volumes of approximately $20 million or greater at the time of the initial investment. The portfolios of the Cypress Funds are allocated among long positions and short positions. On the long side, LPC generally seeks investments in equity and equity-related securities of three different types of companies: (i) growth companies, where capital can be invested in the business at a high rate of return for a long period of time; (ii) highly cash-generative businesses with only modest growth opportunities where management is aggressively using the cash for the benefit of shareholders; or (iii) previously under-managed, solid businesses where top-flight management has taken the helm. Such companies generally will have three things in common: (x) management that LPC respects and trusts; (y) businesses that have competitive "moats" around them; and (z) reasonable valuations. On the short side, LPC seeks companies that (1) are subject to significant misperception about the economics of their businesses or the sustainability of their growth; (2) have long-term competitive and/or balance sheet problems; or (3) have reported their results in what LPC believes is a questionable (rather than merely aggressive) manner, causing a material difference between reported numbers and economic reality. LPC seeks to minimize volatility and control risk through diversification but also wants every position to meaningfully impact overall portfolio performance. To manage risk, generally, no single-name long position will exceed 10% of net assets and no single-name short position will exceed 5% of net assets. The Cypress Funds may utilize both over-the-counter and exchange-traded instruments (including derivative instruments such as options, swaps and futures on equities and equity indices and other derivatives), and may invest in a variety of fixed-income securities and instruments, including, but not limited to, high-yield and convertible fixed-income securities and instruments.

From time to time, LPC may hedge against currency fluctuations using forward contracts and other instruments and may maintain assets in cash or cash-equivalent instruments, pending investment, for defensive purposes or to fund withdrawals/redemptions. The Cypress Funds employ gross portfolio leverage (long exposure plus short exposure, divided by equity) of approximately 2:1. In limited circumstances, leverage may exceed 2:1 when LPC determines that this is in the best interest of the Cypress Funds in a given investment environment. Investment Strategies of the Cascade Funds The Cascade Funds primarily invest in equity and equity-related securities of companies with minimum average daily trading volumes of approximately $20 million or greater at the time of the initial investment. While LPC intends that the Cascade Funds will pursue a long-only strategy, it may from time-to-time hedge all or a portion of a long investment if it determines that this is in the best interests of the Cascade Funds. LPC may hedge against currency fluctuations using forward contracts and other instruments and may maintain assets in cash or cash-equivalent instruments, pending investment, for defensive purposes or to fund withdrawals or redemptions. The Cascade Funds may utilize both over-the-counter and exchange-traded instruments (including derivative instruments such as options, swaps and futures on equities and equity indices and other equity derivatives) and invest in the fixed-income markets. Similar to the long investments of the Cypress Funds, with respect to investments by the Cascade Funds, LPC generally seeks investments that LPC believes fit into the following categories: (i) growth companies, where capital can be invested in the business at a high rate of return for a long period of time; (ii) highly cash-generative businesses with only modest growth opportunities where management is aggressively using the cash for the benefit of shareholders; or (iii) previously under-managed, solid businesses where top-flight management has taken the helm. These investments generally have three things in common: (x) management that LPC respects and trusts; (y) businesses that have competitive "moats" around them; and (z) reasonable valuations. The Cascade Funds have the power to employ leverage and may do so when deemed appropriate by LPC. Investment Strategies of the Mountain Pine Funds The Mountain Pine Funds primarily invest in equity and equity-related securities of companies with minimum average daily trading volumes of approximately $50 million or greater at the time of initial investment. While LPC intends that the Mountain Pine Funds will pursue a long-only strategy, it may from time-to-time hedge all or a portion of a long investment if it determines that this is in the best interests of the Mountain Pine Funds. The Mountain Pine Funds may utilize both over-the-counter and exchange-traded instruments (including derivative instruments such as options, swaps and futures on equities and equity indices and other equity derivatives).

With respect to investments by the Mountain Pine Funds. LPC generally seeks investments that LPC believes are characterized by high return on invested capital and durable competitive moats, where in LPC's judgment, the business should generate strong secular earnings growth for a long period of time. These investments generally have three things in common: (i) management teams that LPC respects and trusts; (ii) businesses with durable competitive "moats", particularly those operating in stable end markets; and (iii) the potential to compound earnings per share at doubledigit rates over an extended period of time. Designated Investments – Cypress and Cascade Funds As part of the investment strategy for the Cypress and Cascade Funds, LPC may cause the applicable LPC Fund to invest in certain assets or securities which LPC believes either may not have a readily assessable market value or should be held until the resolution or occurrence of an event or circumstance and which LPC, in its sole discretion, designates as a designated investment (each such investment, a "Designated Investment" or a "DI"). In general, LPC expects that DIs will primarily consist of investments in growth stage private equity companies. However, in the sole discretion of LPC and as appropriate, DIs may also include: (i) investments in early-stage venture capital companies; (ii) private equity or other illiquid investments; and (iii) investments that do not have a readily available market price. An investor in an LPC Fund may elect to participate in DIs at the time of subscription in an amount not to exceed 15% of such investor's interest in DIs (calculated in the manner described in the offering documents of such LPC Fund) (the "DI Threshold"). Further, no single DI will exceed 20% of an investor's DI Threshold, in each case, calculated on the date on which such DI is made. However, LPC may determine that any investment that meets the criteria of a DI should be held as part of the main portfolios of the Cypress and Cascade Funds versus an investor's DI account. Investment Strategy of Basin Basin will pursue a global, non-control private equity strategy, with a focus on generally investing in private businesses in the fintech, software & AI and tech-enabled consumer and healthcare industries. Basin seeks to invest in companies run by exceptional management teams that operate in large addressable markets and have strong and durable unit economics. Basin may also invest in cryptocurrencies or similar digital assets. Investment Strategy of Baccata Baccata is a co-investment vehicle which primarily invests in, directly or indirectly, the interests of a single target investment. Other interests in such target investment are held by other LPC Funds.

Other Clients In providing sub-advisory services to pooled vehicles not offered to U.S. investors, LPC pursues investment objectives and strategies that are substantially similar to certain LPC Funds. Investors in such clients should review the strategy descriptions in such offering documents carefully. Methods of Analysis LPC's investment strategy for the LPC Funds is driven by fundamental, bottom-up research. LPC's fundamental research, while in each instance is subject to variation based on what LPC deems reasonable and appropriate based on the facts and circumstances applicable to each investment, includes, without limitation, the following methods: meeting with company management (and conducting reference checks where practicable), speaking with customers, competitors and suppliers, attending conferences and meetings with and by securities analysts, consultants, economists, academics, attorneys, and industry spokespersons, among others, consulting with industry experts, reading publicly available information and financial filings (such as Form 10-K and Form 10-Q), and consuming financial, economic, market and other data and statistical information. In addition to equity-specific risks, LPC considers a variety of market factors as part of its investment review process. LPC believes that certain opportunities, risks and controversies related to these factors may be financially material to a company’s valuation. Such factors may include, among others, interest rates, foreign exchange, commodities, credit spreads, market volatility, liquidity and correlation, as well as environmental, social and governance factors. The relevance and weighting of any such factors will vary by investment and are determined by LPC in its discretion based on the facts and circumstances. An investment in an LPC Fund is speculative and involves a significant degree of risk. The Funds are designed for sophisticated investors that are able to bear a substantial loss of capital and for which an investment in the LPC Fund is not a complete investment program. B. Material, Significant, or Unusual Risks Relating to Investment Strategies Investing in the LPC Funds involves a risk of loss that investors must be prepared to bear. The following risk factors may not be applicable to all LPC Funds and do not purport to be a complete description of the risks involved in an investment in the LPC Funds. For a more complete description of the risks involved in investing in any given LPC Fund, please refer to the offering memorandum, or other similar document, for such LPC Fund. General Risks

Operating History. The past investment performance of LPC (including the LPC Funds) should not be construed as an indication of the future results of an investment in any one LPC Fund. Each LPC Fund's investment program should be evaluated on the basis that there can be no

assurance that LPC's assessment of the short-term or long-term prospects of investments will prove accurate or that the LPC Fund will achieve its investment objective.

Dependence on LPC. The success of the LPC Funds is dependent upon the ability of LPC to manage and effectively implement investment strategies that achieve the LPC Funds' investment programs. The LPC Funds' offering documents do not permit the LPC investors to participate in the management and affairs of the LPC Funds. If LPC were to lose the services of the Principals or the LPC Funds or any of the Other Accounts (as defined below) managed by LPC were to incur substantial losses, LPC might not be able to provide the same level of service to the LPC Funds as it has in the past or continue operations. The loss of the services of LPC could have a material adverse effect on the LPC Funds and the LPC investors' investments therein.

Retention and Motivation of Key Employees. The success of the LPC Funds is dependent upon the talents and efforts of highly skilled individuals employed by LPC and LPC's ability to identify and willingness to provide acceptable compensation to attract, retain and motivate talented investment professionals and other employees. There can be no assurance that LPC's investment professionals will continue to be associated with LPC throughout the life of each of the LPC Funds, and the failure to attract or retain such investment professionals could have a material adverse effect on the LPC Funds and their investments. Competition in the financial services industry for qualified employees is intense and there is no guarantee that, if lost, the talents of LPC's investment professionals could be replaced.

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LPC's clients are the LPC Funds and certain pooled vehicles not offered to U.S. investors to which LPC provides investment advice. The LPC Funds themselves are not subject to any requirements for opening or maintaining an account. Investors in the LPC Funds include, among others, high net worth individuals, corporations, trusts, charitable institutions, foundations, endowments, funds of funds and other U.S. and international institutional investors. The organizational and/or offering documents for each LPC Fund sets forth the required minimum amounts for investment by investors in such LPC Fund. The minimum investment amounts generally do not apply to Internal Investors. In addition, because related persons of LPC serve as trustees to the Lone Pine Capital LLC 401(k) Profit Sharing Plan (the "Plan"), a defined contribution plan established for the benefit of LPC's employees, the Plan is deemed a client of LPC.

Performance-based compensation arrangements create an incentive to make investments that are riskier or more speculative than would be the case if such arrangements were not in effect. In addition, because, with respect to certain funds, performance-based compensation is calculated on a basis that includes unrealized appreciation of assets (other than with respect to DIs), it may be greater than if such compensation were based solely on realized gains. Item 5 above describes the incentive allocations received by an affiliate of LPC from its clients. Neither such affiliate of LPC nor any supervised persons receive additional performance-based compensation from clients. The formula for calculating performance-based compensation differs (i) from one LPC Fund to the next and (ii) among investors within a given LPC Fund depending on (x) the class of shares or limited partnership interests selected by such investor and (y) when a given investor invested in such LPC Fund. This creates a conflict of interest with respect to the allocation of investment opportunities among LPC Funds with the same or substantially similar strategies. For example, a conflict of interest exists with respect to allocations of investments between the Cypress Funds, on the one hand, and the Cascade Funds, on the other hand, because the Cascade Funds have classes of interests/shares that are management fee only, while the Cypress Funds only have classes of interests/shares that include incentive allocations. However, LPC is committed to allocating investment opportunities on a fair and equitable basis and has established order aggregation and allocation policies and procedures to address the potential conflict of interest. (Please see Item 11 and Item 12 for a description of LPC's order aggregation and allocation policies and procedures.) Performance-based compensation is not a basis for allocating investment opportunities among the clients. Rather, investment allocations are made in accordance with our investment allocation policy, which is intended to ensure that investment opportunities are allocated among the clients on a fair and equitable basis.

A. Broker-Dealer Registration Status Neither LPC nor any LPC management person is registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status LPC is registered as a commodity pool operator and commodity trading advisor with the National Futures Association ("NFA"). Sarah C. Bradshaw, Jason R. Cohen, David F. Craver, Patrick J. Cronin, Brian F. Doherty, Thomas H. Durkin, Melissa M. Graham, Kelly A. Granat, Janna L. Keatseangsilp, Stephen F. Mandel, Jr., and Kerry A. Tyler are associated persons of LPC. C. Material Relationships or Arrangements with Industry Participants Entities affiliated with LPC (Lone Pine Investors I LLC and Lone Pine Investors II LLC) hold a minority and passive interest in certain other investment advisers. Some of the principals of such managers are former employees of LPC. Neither LPC nor any affiliate will be involved in the operation or decision making of any other investment adviser or its affiliates. The general partner entities of the various LPC Funds are affiliates of LPC. D. Material Conflicts of Interest Relating to Other Investment Advisers LPC does not recommend or select other investment advisers for its clients.

and Personal Trading A. Code of Ethics In seeking to meet its fiduciary obligations, LPC has adopted a Code of Ethics (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 clients first; employees must comply with all applicable laws and regulations, including, without limitation, federal securities laws; all personal securities transactions must be conducted in a manner consistent with the Code and 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 LPC Funds, including the LPC Funds' investors, must be kept confidential; and independence in the investment decision-making process must be maintained at all times. However, LPC, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for the LPC Funds. These activities may adversely affect the prices and availability of other securities held by or potentially considered for purchase by the LPC Funds. The Code places restrictions on personal trading by LPC employees and their immediate family members, including that they disclose their personal securities holdings and transactions to LPC on a periodic basis. Generally, employees are not permitted to buy and sell publicly traded securities other than (i) treasury securities, municipal bonds, sovereign bonds, open-ended mutual funds and (ii) subject to preclearance, broad-based exchange traded funds, closed-ended mutual funds, cryptocurrency coins and tokens, and certain non-fungible tokens ("NFT"). Employees generally are permitted to sell with preclearance (x) securities held prior to employment with LPC and (y) in certain circumstances, involuntarily received securities. Employees are permitted to make investments in private placement securities (including other private investment funds) subject to preclearance. In addition, employees are permitted to hold accounts over which a thirdparty manager exercises exclusive discretionary authority. LPC requires pre-clearance for and monitors employees' and their immediate family members' investments in private placements. The Code also includes policies and procedures that are designed to prevent the misuse of material nonpublic information ("Insider Trading Policies"). LPC's Insider Trading Policies prohibit LPC and its employees from trading for the LPC Funds or themselves, or recommending trading, in securities of a company while in possession of material nonpublic information about the company, and from disclosing such information to unauthorized persons.

In addition, the Code contains restrictions on the giving and receiving of gifts and entertainment, and prohibitions on serving on the boards of outside companies without prior approval. Employees of LPC are required to certify to their compliance with the Code on an annual basis. Upon request, investors and prospective investors may request a copy of the Code by contacting LPC's Investor Services at (203) 618-1400 or investor@lpcap.com. B. Securities in which LPC or a Related Person has a Material Financial Interest Entities affiliated with LPC (Lone Pine Investors I LLC and Lone Pine Investors II LLC) hold a minority and passive interest in certain other investment advisers. In all such instances, neither LPC nor any of its affiliates are or will be involved in the operation or decision making of any such other investment adviser or its affiliates. A situation has arisen and in the future may arise where certain investments (including investments in private placement securities) held by one or more of the LPC Funds may be traded from one or more of the LPC Funds to one or more other LPC Funds, including for the purpose of rebalancing the portfolios of such LPC Funds. Any such transactions will be conducted in accordance with, and subject to, LPC's and/or its affiliates' fiduciary obligations and/or Section 206(3) of the Advisers Act to each LPC Fund, as applicable. With respect to certain LPC Funds, LPC Fund investors have authorized certain individuals to serve on a committee, the purpose of which is to consider and, on behalf of the LPC Fund investors, approve or disapprove, to the extent required by applicable law, principal transactions and certain other related party transactions identified by LPC and/or its affiliates for such review. These individuals are not employed by LPC or its affiliates, receive compensation for serving on such committee and are investors (directly or indirectly) in one or more LPC Funds. While these transactions are reviewed for their arm's length nature, they may ultimately be materially more beneficial to one of the parties to such cross trade or transaction than to the other. Such transactions, to the extent possible, are executed on an internationally recognized securities exchange with a broker-dealer which is paid a commission for executing such trades. The price paid will be the market price at the time of trade execution (plus applicable fees and commissions). C. Investing in Securities that LPC or a Related Person Recommends to Clients With certain limited exceptions, the Code restricts LPC employees from buying and selling publicly traded securities held by an LPC Fund. See description of the Code above. D. Contemporaneous Trading among the LPC Funds and other Client Accounts Multiple Client Accounts LPC and its affiliates have given and in the future may give advice or take action with respect to an LPC Fund that differs from the advice given with respect to another LPC Fund.

The LPC Funds have investment objectives and investment strategies similar to, or overlapping with, other LPC Funds and have investment objectives and strategies that are dissimilar to other LPC Funds. Future LPC Funds also may be similar or dissimilar to an existing LPC Fund. Investment objectives or investment strategies may include, without limitation, focus on public or private markets, and different investment parameters and guidelines (including those relating to leverage). From time to time, LPC expects to give advice and recommend securities to, purchase and sell securities for, and take action with respect to, one or more LPC Funds that will differ and may conflict with advice or recommendations given to, securities purchased and sold for, or action taken with respect to, other LPC Funds, even in cases where the investment objectives may be the same or similar. Even if an LPC Fund has investment objectives, programs or strategies that are similar to those of another LPC Fund, LPC may give advice or take action with respect to the investments held by, and transactions of, such other LPC Fund that differs from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, the LPC Fund. Such differences might result from various factors deemed relevant by LPC on a case-by-case basis, including, without limitation, differences between the investment strategy, financing terms, regulatory treatment and tax treatment of the LPC Funds. In some instances, actions taken for, or a position taken by, one LPC Fund could be adverse to the actions taken for, or a position taken by, another LPC Fund, including by decreasing the prices received by such LPC Fund, and increasing the prices required to be paid by such LPC Fund, limiting the availability of the securities in which such LPC Fund seeks to invest, or other potential disadvantages. These actions taken for one or more LPC Funds could have a material adverse effect on one or more other LPC Funds. As a result, the LPC Funds are expected to have substantially different portfolios and investment returns and future LPC Funds may have such differences as well. Additionally, LPC may initiate advisory relationships with separate account clients, funds of one, or other pooled investments vehicles, which may have overlapping investment objectives with the LPC Funds, and preferential rights to the LPC Funds (together, "Other Accounts"). Such Other Accounts may have different, additional or more favorable terms than the LPC Funds, including different fees and information rights or liquidity rights (including the right to withdraw from, wind down or terminate a managed account or fund of one more frequently than an investor may withdraw from an LPC Fund). Additional information may affect an investor's decision to invest additional capital in, to remain invested in, to withdraw from or to terminate an Other Account. Any such withdrawals or terminations could cause any such Other Account to liquidate its positions ahead of the LPC Funds, which, although not currently expected, may have a material adverse effect on one or more other LPC Funds and investors' investments therein. For example, in the event that such Other Accounts were to exercise their withdrawal or redemption rights ahead of investors in an LPC Fund, and the size of such withdrawal or redemption constitutes a significant portion of LPC's assets under management that utilize the same investment strategy as such LPC Fund, such withdrawal or redemption could cause a temporary or long-term decline in the net asset value of such LPC Fund because the sale of a significant number of securities in a short period of time may result in a decline (which may be substantial) in the price of such securities, particularly in times of broad market dislocations when there is a greater likelihood of a financial impact. In extraordinary circumstances, LPC may suspend investor withdrawals but

likely will not have the right to do so with respect to some or all of the Other Accounts, particularly Other Accounts that are managed accounts. This could result in some Other Accounts receiving the proceeds of their investment before the investors are able to withdraw. These actions, as well as those described in the preceding paragraph, taken for one or more such Other Accounts could have a material adverse effect on one or more other LPC Funds. As a result, the LPC Funds are expected to have substantially different portfolios and investment returns and future LPC Funds may have such differences as well. LPC Investments in the LPC Funds Subject to applicable regulatory restrictions, consultation and review by the legal and compliance department of LPC, certain employees of LPC have chosen, and may in the future, choose to continue, to personally invest, directly and/or indirectly, in the LPC Funds. Such investors may be in possession of information relating to the employees and the portfolio not available to other investors and prospective investors. It is expected that, if such investments are made, the size and nature of these investments will change over time without notice to the investors other than as required by constituent documents. Investments by the senior management and key employees in the LPC Funds could incentivize such employees to increase or decrease the risk profile of such LPC Funds. Allocation of Investment Opportunities If a particular investment is suitable for more than one client, LPC seeks to allocate the available investment amount between the clients in a manner which it determines is fair and equitable under the circumstances to all such clients. For a variety of reasons, investments may not be allocated to a client or may be allocated differently among clients or accounts (e.g., not on a pro rata basis). The conflicts inherent in making such allocation decisions may not always be resolved to the advantage of a client. LPC generally allocates investments among the clients based on various factors it deems relevant, including without limitation: (i) the investment strategy, including sector concentrations and portfolio diversification; (ii) the amount of capital available for investment; (iii) the investment objectives, guidelines or restrictions of a client account; (iv) a client’s liquidity, liquidity profile and reserves (including, but not limited to available capital, the timing of capital inflows and outflow and anticipated capital commitments and subscriptions); (v) with respect to the LPC Funds, the vintage of the LPC Fund and its current composition; (vi) the potential for the proposed investment to create an imbalance in the client’s portfolio and the need to ramp up or rebalance a portfolio; (vii) the suitability as a follow on investment for an account; (viii) the characteristics of the security or other financial instrument involved, including the liquidity of the security or other financial instrument and the markets in which the security or other financial instrument may trade in the future; (ix) the availability of other suitable investments for an account; (x) the investment target size and target returns for an account; (xi) any risk management considerations; (xii) any legal, contractual or regulatory constraints; (xiii) the need to avoid a de minimis allocation to one or more accounts; (xiv) the need for cash to satisfy withdrawal requests or other obligations; (xv) any tax considerations; (xvi) the need to bring a client in compliance with its investment guidelines; and (xvii) any other considerations deemed relevant by LPC (the "Allocation Factors").

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A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions As noted previously, LPC has full discretionary authority to manage the LPC Funds, including the authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or mark-ups and mark-downs paid. LPC seeks to obtain best overall execution of securities trades for the LPC Funds. In LPC's opinion, best execution is a combination of, among other factors, trade price, commission rates, available liquidity, prompt and reliable execution, and research that a broker-dealer provides. The factors to be considered in selecting and approving broker-dealers that may be used to execute trades for the LPC Funds include, but are not limited to:

Overall costs of a trade (i.e., net price paid or received) including commissions, mark-ups, mark-downs or spreads in the context of LPC's knowledge of negotiated commission rates currently available and other current transaction costs; Provision of research and brokerage services; Quality of execution - accurate and timely execution, clearance and error/dispute resolution; Reputation, financial strength, and stability; Access to liquidity; Block trading and block positioning capabilities; Willingness to execute difficult transactions; Ability to execute orders with minimal adverse market impact; Willingness and ability to commit capital; Quality of derivatives offerings and servicing through the broker-dealer; Access to underwritten offerings and secondary markets; Ongoing reliability; Nature of the security and the available market makers; Adequacy of trading infrastructure and technology; Past history of execution for the LPC Funds; Desired timing of the transaction and size of trade; Confidentiality of trading activity; and Availability of accurate information regarding the trading of the security.

LPC will select and approve broker-dealers to execute client transactions based on a totality of circumstances, including any or all of the factors outlined above or other factors. This means that a broker-dealer offering the most favorable commission or spread may not always be selected to

execute a particular transaction. LPC need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. If LPC decides, based on the above factors, to execute transactions through Alternative Trading Systems ("ATS"), such as Electronic Communications Networks ("ECNs") or crossing or matching networks, LPC will also consider the following factors when choosing to use one ATS over another: the nature of the order and manner in which LPC's trading desk has decided to execute the transaction; overall performance of the ATS (e.g., fill rates, historical execution prices); the flexibility of the ATS compared to other ATS; and the level of care and attention that will be given to smaller orders. Although LPC does execute trades through ATS at times, LPC also considers whether executing qualifying trades through a broker-dealer instead will provide better execution overall, despite the higher commission costs. LPC has established a brokerage committee that is responsible for ratifying the list of approved broker-dealers eligible to effect the LPC Funds' transactions and for reviewing broker-dealer trading volumes, prices, commissions, other transactions costs, the overall quality of execution and any step-out trades. The committee meets periodically, and no less frequently than quarterly, to evaluate a variety of topics including, but not limited to, commissions, soft dollars, new research providers, new executing brokers, trade errors and broker execution quality to evaluate the services received in consideration of LPC's fiduciary duties to the LPC Funds. 1. Research and Other Soft Dollar Benefits In connection with a portion of its trading, LPC agrees on behalf of its clients to pay brokerage commission rates that are more costly than "execution only" rates. In doing so, LPC pays commissions, in part, to obtain research and other products and services to be used for the benefit of LPC and/or its other clients, a practice referred to as "soft dollar" expenditure. LPC has an incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or services (whether for the investment adviser's own benefit or for the benefit of its other clients) rather than the interest of the applicable client in receiving most favorable execution. Broker-dealers may provide research or other products or services, in exchange for such "soft dollar" expenditure that are beneficial to LPC and/or certain clients, but not necessarily beneficial to all clients. When LPC uses client brokerage commissions (or mark-ups or markdowns) to obtain research or other products or services, LPC receives a benefit because it does not have to produce or pay for such products or services. Any research or services provided by a broker may benefit any LPC Fund and such benefits may not be proportionate to the commissions that a client account generates. Although LPC seeks best execution of all transactions, obtaining research and services by means of soft dollars represents a conflict of interest since it enables LPC to receive research and services that it might otherwise have had to purchase or produce with its own assets. LPC may decide at any time to stop using soft dollars or commissions generated by an LPC Fund for research and brokerage services and may charge such expenses to the applicable LPC Fund.

LPC has in the past, and may in the future enter into Commission Sharing Arrangements ("CSAs") as a means to facilitate soft dollar payments. CSAs enable LPC to pool commission dollars generated in trades with certain broker-dealers to be aggregated and distributed to other brokerdealers to pay for investment research. LPC endeavors to use soft dollars to pay for eligible research or brokerage products or services to the extent such products or services fall within the safe harbor created by Section 28(e) of the Securities Exchange Act of 1934 (the "Exchange Act"). Consistent with Section 28(e) of the Exchange Act, LPC seeks to determine in good faith that the commissions charged by a broker are reasonable in relation to the value of the brokerage and research products or services provided by such broker. The research and brokerage services that broker-dealers provided in the past, including the last fiscal year, include written information and analyses concerning specific securities, companies or sectors; news, quotation, statistics and pricing services; discussions with research personnel; invitations to attend conferences or meetings or discussions with research analysts, management teams or industry consultants; reports on particular industries and companies; macroeconomic or industry periodical subscriptions; data services ranging from business trends or behavior analytics to regulatory filings to securities market pricing; market and economic services and analyses; and consultants on political, legal or regulatory developments affecting portfolio securities or investment opportunities. Such research services may be provided in the form of access to various computer-generated data, written reports or in person or teleconferencing meetings. The soft dollar benefits received by LPC provide lawful and appropriate assistance to the investment adviser in the performance of its investment decision making responsibilities, without regard to whether the research products or services benefit or solely benefit the account bearing the commission charge. LPC's approach to sharing research among its investment professionals generates a conflict among our clients. We do not attempt to link soft dollar commissions generated by a client's trading activity to research services that are specifically used by the investment staff. Rather, we use the pool of soft dollar commissions generated by all eligible client trading activity to pay for research services consumed by any of our investment professionals. While we believe that all of our clients benefit from our robust investment discussion across asset classes and investment approaches, some clients contribute more directly to the cost of obtaining research services that inform the discussion. Where a product or service obtained with soft dollars provides both research and non-research assistance to LPC (i.e., a "mixed use" item), LPC will make a good faith allocation of the portion of the cost which may be paid for through soft dollars. In making good faith allocations of costs between the research and brokerage-related content and use versus other content and use, a conflict of interest may exist by reason of LPC's allocation of the costs of such benefits and services between those that primarily benefit LPC and those that primarily benefit the LPC Funds. The soft dollar benefits received by LPC do not generally have a mixed use.

An LPC Fund's securities transactions can be expected to generate a substantial amount of brokerage commissions, mark-ups and mark-downs, all of which will be obligations of the LPC Funds and not LPC. In addition to using brokers as "agents" and paying commissions, an LPC Fund may buy or sell securities directly from or to dealers acting as principal at prices that include mark-ups or mark-downs, and may buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. In no case will LPC make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. 2. Brokerage for Client Referrals Neither LPC nor any related person receives client referrals from any broker-dealer or third party. However, from time to time, brokers may assist the LPC Funds in raising additional funds from investors, and representatives of LPC have spoken and in the future may speak at conferences and programs sponsored by such brokers for prospective investors. Through such "capital introduction" events, prospective investors have the opportunity to meet with representatives of LPC. Neither LPC nor the LPC Funds compensate any broker for organizing such events or for any investments ultimately made by prospective investors attending such events. The LPC Funds have accepted and in the future may accept subscriptions from investors who also provide services to the LPC Funds, including brokers and their affiliates. Relationships such as these could be viewed as creating a conflict of interest that potentially could affect LPC's ability to seek best execution. LPC conducts periodic best execution reviews in an effort to identify and mitigate compliance risks associated with brokerage relationships, and to determine that LPC is obtaining best execution for clients' accounts. 3. Directed Brokerage LPC does not recommend, request or require that a client direct LPC to execute transactions through a specified broker-dealer. Further, LPC does not permit any client to direct brokerage. B. Order Aggregation If LPC determines that the purchase or sale of a security is appropriate with regard to multiple LPC Funds, LPC may, but is not obligated to, purchase or sell such security on behalf of such LPC Funds with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. LPC will not aggregate orders if aggregation is inconsistent with the terms of the investment guidelines and restrictions of each LPC Fund for which trades are being aggregated. When aggregating orders, all participating LPC Funds will be treated in a fair and equitable manner. When an aggregated order is filled through multiple trades at different prices on the same day, each participating LPC Fund will receive the average price, with transaction costs generally allocated pro rata based on the size of each LPC Fund's participation in the order (or

allocation in the event of a partial fill) as determined by LPC. In the event of a partial fill, allocations may be modified on a basis that LPC deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by LPC. As a result, certain trades in the same security for one LPC Fund (including an LPC Fund in which LPC and its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another LPC Fund, 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.

A. Economic Benefits for Providing Services to Clients Not applicable. B. Compensation to Non-Supervised Persons for Client Referrals Not applicable. Neither LPC nor any related person directly or indirectly compensates any person who is not a supervised person, including placement agents, for investor referrals. LPC may in the future enter into arrangements with third party placement agents, distributors or others to solicit investors in the LPC Funds and such arrangements will generally provide for the compensation of such persons for their services at LPC's expense. LPC does not receive economic benefits from non-clients for providing investment advice and other advisory services.

There are no legal or disciplinary events that are material to a client's or prospective client's evaluation of LPC's investment advisory business or the integrity of LPC's management.

LPC performs various daily, weekly, monthly, quarterly and other periodic reviews of each client's portfolio. Such reviews are conducted by LPC's investment and operations professionals. Investors in the Cypress Funds, Cascade Funds, and Mountain Pine Funds receive a monthly, unaudited account statement. The monthly statement provides beginning and ending account balance information, capital activity, fees taken and account performance information. For quarter and year-end, the monthly statement will include information for the applicable quarter or year. Investors in Basin and Baccata receive quarterly statements which provide beginning and ending account balance information, capital activity, fees taken and account performance information. Such investors shall also receive summary fund financial information on a quarterly basis. For all LPC Funds, LPC issues investors tax reports and audited financial statements concerning their respective LPC Fund investment within 120 days of the end of such LPC Fund's fiscal year. With respect to the pooled vehicles not offered to U.S. investors for which LPC provides sub-advisory services (e.g., UCITS), all investor reporting is provided by the manager of the applicable vehicle.

LPC is deemed to have custody of the LPC Funds' assets because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from a client's account or otherwise withdrawing funds from a client's account. Account statements related to the clients are sent by qualified custodians to LPC. Each LPC Fund's funds and securities (other than certain privately offered securities) are held in custody by unaffiliated broker-dealers or banks acting in the capacity of "qualified custodians" pursuant to the Advisers Act. LPC 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 each LPC Fund because it complies with the provisions of the so-called "Pooled Vehicle Annual Audit Exception", which, among other things, requires that each LPC Fund be subject to 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, and requires that each LPC Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. In addition, as noted in Item 7 above, because related persons of LPC serve as trustees to the Plan, LPC has engaged an independent auditor to conduct a surprise examination of the Plan in accordance with the applicable provisions of the Custody Rule.

LPC or an affiliate of LPC entered into an investment management agreement, or similar agreement, with each client, pursuant to which LPC or an affiliate of LPC was granted discretionary trading authority. LPC's investment decisions and advice with respect to each client are subject to each client's investment objectives and guidelines as set forth in its constituent documents.

LPC has authority to vote the securities held by the clients and has adopted proxy voting policies and procedures ("Proxy Policy") as required by the Advisers Act. The general policy is to vote proxy proposals, amendments, consents or resolutions relating to client securities, including interests in private investment funds, if any (collectively, "proxies"), in a prudent and diligent manner that serves the best interests of the clients, as determined by LPC in its discretion and is in line with the clients' investment objectives. LPC may take into account all relevant factors, as determined by LPC in its discretion, including: (i) the impact on the value of the investments; (ii) the anticipated associated costs and benefits; (iii) the continued or increased availability of portfolio information; (iv) the effect on liquidity and (v) industry and business practices. LPC maintains guidelines that it typically follows in voting proxies. However, LPC reserves the flexibility to vote in a manner contrary to these general principles on particular issues if it believes that doing so is in the best interest of the applicable client. LPC may abstain or entirely refrain from voting where LPC believes that voting would not be in the best interests of the clients taking into consideration (x) the costs associated with voting the proxies and (y) any legal restrictions on trading resulting from the exercise of a proxy (e.g., voting in share-blocking jurisdictions). Shares on loan under securities lending arrangements or shares rehypothecated may not be able to be voted. In addition, the clients' custodians may not always be able to fulfill a voting request they receive from LPC, such as circumstances in which there is a shortfall in the shares at the relevant depository. Investors may review a copy of LPC's Proxy Policy and its proxy voting record by contacting LPC's Investor Services at (203) 618-1400 or investor@lpcap.com. In the unlikely event that a conflict of interest arises in connection with voting in relation to a given proxy proposal, the Proxy Policy provides that if the proposal is addressed by the Proxy Policy, LPC will vote in accordance with the Proxy Policy. If the proxy proposal is not addressed by the Proxy Policy, then, with respect to the LPC Funds, LPC will delegate the voting decision to an independent committee of partners, members, directors or other representatives of the LPC Funds such as the Board of Directors of an LPC Fund.

LPC 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 during the past ten years.