Luxor Capital Group, LP

Table of Contents Cover Page ................................................................................................................................ 1 Material Changes....................................................................................................................... 2 Table of Contents ...................................................................................................................... 2 Advisory Business ..................................................................................................................... 2 Fees and Compensation ............................................................................................................. 3 Performance-Based Fees and Side-By-Side Management ........................................................ 7 Types of Clients......................................................................................................................... 7 Methods of Analysis, Investment Strategies and Risk of Loss ................................................. 7 Disciplinary Information ......................................................................................................... 36 Other Financial Industry Activities and Affiliations ............................................................... 36 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .......... 38 Brokerage Practices ................................................................................................................. 40 Review of Accounts ................................................................................................................ 44 Client Referrals and Other Compensation............................................................................... 45 Custody.................................................................................................................................... 45 Investment Discretion.............................................................................................................. 46 Voting Client Securities .......................................................................................................... 46 Financial Information .............................................................................................................. 47 Requirements for State-Registered Advisers........................................................................... 47 Advisory Business Luxor is a Delaware limited partnership that was formed in October 2002. Luxor is principally owned by Christian Leone. LCG Holdings, LLC; Luxor Venture Partners GP, LLC; Lugard Road Capital GP, LLC; LCG Growth GP, LLC; GGK Capital GP, LLC; HNG GP, LLC; Thebes GP, LLC and 17th Street Capital GP, LLC (each, a “Relying Adviser”) are affiliates of Luxor, and each is a “relying adviser” as that term is defined in the Glossary of Terms to Form ADV. The Relying Advisers are principally owned by Christian Leone, except that in the case of: (i) Lugard Road Capital GP, LLC, Jonathan Green, who is an employee of Luxor, is a principal owner and Mr. Leone is a principal owner of such Relying Adviser; (ii) GGK Capital GP, LLC, Carlos Alexander Ryerson, who is an employee of Luxor, is a principal owner and Mr. Leone is a principal owner of such Relying Adviser; (iii) HNG GP, LLC, Michael Conboy, who is an employee of Luxor, is a principal owner and Mr. Leone is a principal owner of such Relying Adviser; and (iv) Thebes GP, LLC, Michael Conboy, who is an employee of Luxor, is a principal owner and Mr. Leone is a principal owner of such Relying Adviser. The description of Luxor’s business and activities throughout this brochure includes the business and activities of the Relying Advisers and Luxor’s wholly owned subsidiaries. Luxor currently provides, and may continue in the future to provide, discretionary investment advice to private investment funds, as well as discretionary and non-discretionary investment advice to certain separately managed accounts, including from time to time on a sub-advisory basis.

Luxor provides advisory services that can be characterized as a fundamentally driven and opportunistic approach using multiple strategies to invest across the capital structures of U.S. and non-U.S. companies (the “Hedge Fund Approach”). In the Hedge Fund Approach, Luxor generally trades in a wide variety of securities and financial instruments, domestic and foreign, of all kinds and descriptions, whether publicly traded or privately placed. Luxor implements variations of the Hedge Fund Approach for certain of its clients, including, for example, an increased focus on creditoriented, asset-oriented and/or event-oriented situations. Luxor may add to or change its investment approaches over time. Luxor may also consider implementing additional strategies in its discretion. Under certain circumstances, Luxor will contract with a client to adhere to limited risk and/or operating guidelines imposed by such client. Such arrangements are negotiated on a case by case basis. (See Item 16 – “Investment Discretion.”) As of December 31, 2025, Luxor’s regulatory assets under management were approximately $5,037,229,000, which are managed on a discretionary and non-discretionary basis. Luxor also provides advisory services that can be characterized as a private-equity related approach that focuses primarily on private companies (the “Closed-End Approach”). For the Closed-End Approach, Luxor generally acquires investments through direct or indirect investments in companies, negotiations with selling shareholders, and in organized secondary marketplaces for private securities. From time to time, Luxor advises on a single investment idea when providing Hedge Fund Approach and/or Closed-End Approach advisory services, which may or may not be also characterized as a co-investment opportunity with one or more Open-End Clients or Closed-End Clients (each as defined below). When advising on such investment ideas, Luxor will facilitate various investment structuring options, including creating a new private fund client, a new class of interests of certain existing private fund clients and/or creating new series or segregated portfolios of certain existing private fund clients to be utilized solely for the investment idea. Luxor additionally provides certain other limited advisory and sub-advisory services to pooled investment vehicles related to other investment focuses, including a residential real estate related focus and a land development related focus. Clients for which Luxor employs the Hedge Fund Approach are occasionally referred to in this brochure as the “Open-End Clients” where such specification is appropriate in the context. Similarly, the clients for which Luxor employs the Closed-End Approach are occasionally referred to in this brochure as the “Closed-End Clients” where such specification is appropriate in the context.

Fees and Compensation Luxor’s fees and compensation are described in the advisory contracts it enters into with its clients. Management fees are generally paid by Open-End Clients to Luxor quarterly in advance, and are generally deducted from client accounts by Luxor at an annual rate, generally of up to 2%; however, to the extent certain private fund investors and/or clients are responsible for specifically negotiated management fees (which may be higher or lower), such fees are set forth in each such investor and/or client’s applicable written agreement with us. Normally, Luxor or its affiliates receives performance-based fees or allocations from client accounts on an annual basis in arrears and/or upon withdrawals/redemptions by investors in the

Open-End Clients at an annual rate, generally, of up to 20% on aggregate net capital appreciations, typically subject to a high-water mark; however, to the extent certain private fund investors and/or clients are responsible for specifically negotiated performance-based fee or allocation arrangements (which may be higher or lower), such arrangements are set forth in each such investor’s and/or client’s applicable written agreement with us. (See Item 6 – “Performance-Based Fees and SideBy-Side Management” below.) Underlying investors in certain of Luxor’s Open-End Clients, which provide the right to withdraw capital or redeem interests, may be subject to a withdrawal charge in certain circumstances depending on the classification of interests held and the amounts withdrawn. Management fees are generally paid by the Closed-End Clients to Luxor quarterly in advance at an annual rate, generally, of up to 1%, and may be deducted from the Closed-End Clients’ account by Luxor or by drawdowns of capital committed to the client accounts; however, to the extent certain private fund investors and/or clients are responsible for specifically negotiated management fees (which may be higher or lower), such fees are set forth in each such investor and/or client’s applicable written agreement with us. In addition, Luxor or its affiliates receives a carried interest allocation at a rate, generally, of up to 20% of profits from cash available for distribution upon realization of investments for the ClosedEnd Clients; however, to the extent certain private fund investors and/or clients are responsible for specifically negotiated carried interest allocation arrangements (which may be higher or lower), such arrangements are set forth in each such investor’s and/or client’s applicable written agreement with us. With respect to the carried interest that may be payable by the Closed-End Clients, such fees are generally subject to a “clawback” (meaning that amounts distributed to Luxor may be repayable to such client in certain circumstances) depending on the final overall performance of such client. Further, for certain Closed-End Clients, 100% of the aggregate fees received by Luxor, and its affiliates in connection with investments or potential investments with respect to such Closed-End Clients derived from third parties will be applied to reduce the management fee (but not below zero) subsequently payable by such clients. Generally, the management fees are not refundable in the event that the advisory contract is cancelled prior to the end of a quarter. In addition to those fees and charges described above, clients may bear and pay all or a portion of additional fees and expenses such as the following non-exhaustive list of items (which may vary from client to client): (i) all fees and expenses associated with the organization and ongoing administration of such private investment funds, including legal and accounting fees, preparation and distribution (including printing and mailing) expenses, government filing fees (such as “world sky” matters and private placement regimes, including Form D and blue sky and similar fees and expenses) and the cost of drafting, updating or amending governing documents and/or subscription materials and other offering materials; (ii) all expenses incurred in connection with communications with, and reporting and notices to, investors (including the development, implementation and maintenance of an investor electronic delivery site and/or system) and the ongoing offer and sale of interests in the private investment funds; (iii) all third party administration, accounting, tax preparation, audit, bookkeeping, governmental fees and taxes (including governmental charges and expenses in connection with governmental inquiries), tax audit, investigations or proceedings, settlement or review (including the amount of any judgments, settlements or fines paid in connection therewith), and legal (including, without limitation, the costs of prosecuting or defending any legal action for or against the private investment funds, Luxor or its affiliates, and all costs related to the private investment fund’s indemnification of Luxor, its

principals and their affiliates, and members of any governance committee), compliance and other professional fees (including, without limitation, directors’ or governance committee members’ fees) and expenses of, or relating to, the private investment funds (including expenses associated with meetings of directors, governance committee members or investors (including, without limitation, travel, lodging and meal expenses)); (iv) all expenses incurred for the benefit of the private investment funds (e.g., to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate marketing, facilitate compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the private investment funds, and facilitate and manage the execution of securities or otherwise manage the private investment funds), appraisals, valuation services, proxy research and voting services, evaluations or monitoring of private investment fund investments or potential investments, and insurance (including, without limitation insurance for directors, governance committee members and/or officers, errors and omissions insurance, cybersecurity insurance, and kidnap and ransom insurance); (v) all expenses related to the operation, maintenance and procurement of information technology, software licensing, implementation, and data related services, systems and equipment (e.g., information technology consultants, information technology systems used to obtain research and other information (such as Bloomberg), accounting systems, reconciliation systems, client relationship management systems, portfolio and order management systems, compliance and backup systems, and access to such systems); (vi) all direct and incidental expenses relating to research and due diligence of existing and potential investments (including, without limitation, researchrelated travel and due diligence-related travel and the use of consultants, investment bankers and attorneys) and other transaction costs, research materials purchased or subscribed for by Luxor; (vii) all wire transfer fees and other bank service fees, interest on loans and debit balances; (viii) all fees and expenses incurred in connection with preparing and filing reports relating to the private investment fund’s investment activities (including Section 13, Section 16, Form PF and other similar regulatory filings, and any filings or reporting with respect to compliance with the Foreign Account Tax Compliance Act, filings pursuant to Automatic Exchange of Information or similar laws enacted in other jurisdictions, as well as any foreign tax regime registrations, tax filings and associated annual fees and expenses), regulatory licensing, or registration expenses, fees and taxes, and any fees and expenses related to compliance with anti-money laundering laws and regulations applicable to the private investment funds, and fees and expenses of third-party professionals and service providers related to the foregoing; (ix) all expenses of reorganizing, restructuring, or liquidating and winding-up the private investment fund; (x) all expenses incurred in connection with an underlying investor that defaults in respect of a capital commitment, as applicable; and (xi) all private investment fund trading and investment related costs and expenses, including, without limitation, brokerage commissions, prime brokerage fees, expenses (including the costs of negotiating, documenting and/or amending agreements with prime brokers, ISDAs and other agreements with trading and financing counterparties) and commissions, margin interest, any costs related to special purpose vehicles for investments, expenses related to short sales, arrangement fees and other interest charges, underwriting commissions, all unreimbursed out-of-pocket cost relating to investment or divestment transactions (including out-of-pocket expenses of advisory committees), consulting fees, custodial fees, clearing and settlement charges, trustees fees, purchase, sale or transmittal of assets (including, the acquisition, holding, restructuring, recapitalization and disposition thereof or related to investments which are not consummated), as Luxor shall determine in its sole discretion. (See Item 12 – “Brokerage Practices” below.) Except to the extent provided herein, Luxor generally will pay its own general operating, administrative and overhead expenses. For clarity, the governing documents of a client may require it to pay for certain expenses of Luxor that are generally considered its “overhead” expenses, such as information technology expenses procured in part for the benefit of the client (including, for example, electronic communication archival services, compliance systems used in procedures

relating to the prevention and detection of insider trading, internet access and information technology consultants). The expenses that are charged to separately managed accounts that Luxor may advise from time to time are determined on a case by case basis. Luxor may also allocate a portion of certain clients’ capital to (i) money market funds or exchangetraded funds (“ETFs”) or (ii) private investment funds and accounts that are managed by other investment managers, including investment managers in which Mr. Leone, or other Luxor employees, have, or may have, an economic interest (such private investment funds and accounts (excluding, for clarity, any third-party managed investment vehicles or accounts formed/established for the purpose of making specified investments) described in this clause (ii), “Third-Party Funds”). In addition to the fees and expenses discussed above, investors will indirectly incur similar fees and expenses if Luxor invests client’s capital in such money market funds, ETFs or Third-Party Funds, as these funds in turn pay similar fees to their investment managers and other service providers. Luxor and its affiliates will waive the management fees and performance-based allocations with respect to each direct investment by such client account in Third-Party Funds; provided, however, that Luxor and its affiliates are entitled to charge and receive management fees and performance-based allocations with respect to any purchase of an interest in a Third-Party Fund by certain client accounts via a secondary market transaction. Further, Mr. Leone and his affiliates shall waive, rebate, or otherwise pay-over to a client account any fees that Mr. Leone or his affiliates receive with respect to such account’s pro rata interest in each Third-Party Fund that Mr. Leone or his affiliates would otherwise receive. Additionally, Luxor allocates, and may in the future continue to allocate, certain separately managed account client capital to one or more private investment funds and/or accounts that are managed by Luxor and/or its affiliates (such private investment funds and accounts, “Luxor Funds”). While this arrangement presents a conflict of interest for Luxor to provide additional client capital for the Luxor Funds, to the extent that Luxor does allocate separately managed account capital to a Luxor Fund, Luxor has agreed, and expects in the future to agree, to waive its fees at the separately managed account level and only assess its fees at the Luxor Fund level. Luxor offers from time to time other products, including co-investment opportunities alongside the Open-End Clients and/or the Closed-End Clients, to third parties selected by Luxor in its sole discretion, including, without limitation, certain existing investors of such clients. Co-investment opportunities may be made available through special purpose entities, series/segregated portfolio structures and/or classes of interests in such entities formed to make such investments. Luxor has also offered other investment products focused in asset classes that are outside the mandate of the Open-End Clients and/or the Closed-End Clients, like residential real estate. Fees for such coinvestment opportunities or other products have generally been lower than the fees for the OpenEnd Clients and/or the Closed-End Clients. Luxor’s and/or its affiliates’ fees and compensation with respect to its clients are generally nonnegotiable but do vary amongst the Open-End Clients and Closed-End Clients and may vary within a private fund client. Luxor retains the right to waive or reduce fees or allocations, or charge different fees or allocations, with respect to clients and/or investors therein. Additional information related to the fees Luxor charges its clients is provided in the relevant advisory contract between Luxor and the relevant client (as well as in the confidential private offering documents provided to investors in the private investment fund clients, as applicable).

Methods of Analysis, Investment Strategies and Risk of Loss Hedge Fund Approach Methods of Analysis and Investment Strategies Generally with respect to the Hedge Fund Approach

With respect to those clients for which Luxor employs the Hedge Fund Approach, Luxor generally utilizes a fundamentally driven research effort and an opportunistic approach that allows it to use multiple strategies to invest across the capital structures of U.S. and non-U.S. companies. Situations to which Luxor may allocate capital may be characterized in a number of ways, including, without limitation, as event driven, value equity, credit arbitrage, structural arbitrage, relative value, distressed, commodity related, activist and special situation. Underlying this opportunistic approach is a commitment to preserving capital and to uncovering market inefficiencies. While market conditions will inevitably impact returns, Luxor seeks to achieve returns that will not be closely correlated to market indices, and it will not allocate capital to situations where it believes that a positive return can be generated only if certain broader market conditions prevail. For certain of those clients for which Luxor employs the Hedge Fund Approach, Luxor may concentrate investments in certain industry sectors, or, if a Hedge Fund Approach is particularly opportunistic in nature, in cash or cash equivalents, sometimes to a significant extent. For other clients for which Luxor employs the Hedge Fund Approach, Luxor focuses on investments that Luxor believes are frequently misvalued by the marketplace, primarily as the result of difficulties in conducting thorough financial analysis on troubled or complex companies or financial instruments and the general lack of reliable external sources of information. These misvalued opportunities may arise in a number of contexts, including credit-oriented, eventoriented, and asset-oriented situations. Luxor may also focus on finding situations where market volatility and/or market inefficiency will allow it to purchase and short-sell different securities of the same issuer in order to achieve what it believes to be an outsized return with respect to the probability of permanent capital loss. An example of such a trade would be to purchase the senior obligations of a given issuer and simultaneously short-sell the subordinated obligations of that same issuer. Although certain Open-End Clients may engage in a similar investment program, not all Open-End Clients are expected or required to track the investment program of other clients, and based, among other reasons, on the relative sizes of such clients and the respective amounts of leverage that each incurs, certain Open-End Clients may engage in different investment strategies. Luxor makes use of multiple trading strategies and is generally authorized to alter any trading policy or strategy as deemed appropriate from time to time in its discretion without obtaining approval from the applicable Open-End Clients (or underlying investors). The significant strategies used by Luxor for the Hedge Fund Approach are set forth below. •

Long Positions. Luxor trades in publicly traded equity securities or other instruments with equity-like characteristics such as distressed debt, convertible bonds or preferred (including convertible preferred) equity securities. Luxor may purchase securities for certain Open-End Client accounts when it believes that such securities are trading notably below their intrinsic value as determined by Luxor through fundamental analysis of the underlying business. Luxor generally may invest in the securities of companies without regard to such companies’ market capitalizations, geographic locations or market sectors.

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Short-Selling. Luxor may engage in short-selling to hedge long positions, as part of various arbitrage strategies and in order to profit from an expected decline in the price of a security. Situations in which Luxor may take an unhedged short position include, but are not limited to, those in which it identifies: (i) negative tangible book value; (ii) temporary overvaluation due to short-term market euphoria for a sector; (iii) a faulty

business model; (iv) poor earnings; (v) questionable accounting practices; (vi) deteriorating fundamentals; or (vii) weak management unable to adapt to changes in technology, regulation or the competitive environment. •

Options. Luxor may purchase and write put and call options that are traded on national securities exchanges or over-the-counter markets, as well as on electronic communications networks (ECNs). Options may be used, among other reasons, to increase market exposure (i.e., for purposes of leverage), to reduce overall market exposure (i.e., for hedging purposes), to increase the portfolio’s current income, or to reduce the cost basis of a new position. Luxor may also utilize certain options, such as various types of index or “market basket” options, in an effort to hedge against certain market related risks.

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Commodities, Futures, Derivative Securities and Foreign Exchange Transactions. Luxor may effect trades in commodities, futures contracts, options on futures and commodities, currencies, foreign exchange transactions, and derivatives (including, without limitation, credit default and other swaps). Luxor may seek to hedge against, currency, commodity and interest rate risks through the use of such instruments. Luxor may also use these instruments for non-hedging purposes.

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Leverage. Luxor may increase the number and extent of an Open-End Client’s “long” positions by borrowing (e.g., by purchasing securities on margin). Other trading strategies, including the use of options, futures, certain derivative instruments and short selling may also be deemed to increase the leverage of a client’s assets. The amount of leverage that an Open-End Client may employ is expected to vary over time, both on a portfolio-wide basis and on an investment-by-investment basis, depending on market conditions and investment opportunity, as well as the types of investments held by an Open-End Client and the total market value of such investments. At times, certain Open-End Client’s use of leverage may be modest to non-existent, while at other times it may be substantial. In addition, to the extent an Open-End Client invests in any securitizations or structured financings, Luxor expects that such securitizations or financings (and, thus, such Open-End Client’s investments in them) will be substantially leveraged.

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Short-Term Investments. For certain Open-End Clients, Luxor may trade in government obligations, certificates of deposit, commercial paper and other money market instruments, including repurchase agreements with respect to such obligations, to enable it to make trades quickly and to serve as collateral with respect to certain of its acquisitions. If Luxor believes that a defensive position is appropriate because of expected economic or business conditions or the outlook for security prices, or when it determines that opportunities for trading are unattractive, a greater percentage of applicable Open-End Client assets may be allocated to such obligations. Luxor may also engage in securities lending activities on behalf of certain Open-End Client accounts. From time to time, cash balances in certain Open-End Clients’ brokerage accounts may be placed in a money market fund.

Certain Risks Associated with Luxor’s Methods of Analysis and Investment Strategies with respect to the Hedge Fund Approach Luxor’s Hedge Fund Approach trading activities involve a significant degree of risk. The performance of any investment is subject to numerous factors which are neither within the control

of nor predictable by Luxor. Such factors include a wide range of economic, political, competitive and other conditions (including epidemics, acts of terrorism and war) that may affect investments in general or specific industries or companies. In recent years, the securities markets have become increasingly volatile, which may adversely affect the ability of Luxor to realize profits for its OpenEnded Clients’ accounts. As a result of the nature of Luxor’s trading activities, it is possible that the financial performance of its Open-Ended Clients’ accounts may fluctuate substantially from period to period. Although Luxor typically does not take an active role in the affairs of the companies in which it invests Open-Ended Client assets, Luxor’s policy is to take such steps as are necessary to protect its clients’ economic interests, including seeking a role on the board of directors of a company in which its clients have a position. Taking a seat on the board of directors will restrict Luxor’s ability to transact in the securities of the company. It should also be noted that any individual serving on the board of directors of a company in which Luxor invests Open-Ended Client assets will have fiduciary duties to all shareholders of such company, which at times may not be consistent with the short-term needs of the Open-Ended Client. Furthermore, to the extent that any of the Luxor’s trading strategies under the Hedge Fund Approach involve frequent trading, such frequent trading can increase costs, including brokerage, other transaction costs and taxes, which can affect investment performance. The following is a list of certain material risks associated with Luxor’s significant methods of analysis and investment strategies in the context of the Hedge Fund Approach. The following risks do not apply equally to each Open-Ended Client for which Luxor implements the Hedge Fund Approach, and details regarding a specific Open-Ended Client’s approach can be found in the applicable private investment fund confidential private fund offering document. Competition. The securities industry and the varied strategies and techniques to be engaged in by Luxor are extremely competitive and each involves a degree of risk. Luxor will compete with firms, including many of the larger securities and investment banking firms, which have substantially greater financial resources and research staffs. Market Volatility. The profitability of Luxor’s trading activities substantially depends upon Luxor correctly assessing the future price movements of stocks, bonds, options on stocks, and other securities and the movements of interest rates. Luxor cannot guarantee that it will be successful in accurately predicting price and interest rate movements. Changes in Investment Strategy. Luxor may have considerable discretion in choosing the securities and other assets that may be acquired by an Open-End Client. Luxor also has the right to modify the investment strategy, selection criteria, or hedging techniques used by such Open-End Client, subject to any limitations described in the applicable private investment fund confidential private fund offering document. Any of these new investment techniques may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings, which could result in unsuccessful investments and, ultimately, losses to such Open-End Client. In addition, any new investment strategy or hedging technique developed may be more speculative than earlier techniques and may increase the risk of an investment in the Open-End Client. Inside Information. From time to time, Luxor, its affiliates and/or Open-End Client investors may come into possession of inside information concerning specific companies. Under applicable securities laws and/or Luxor’s policies and procedures, this may limit an Open-End Client’s ability to buy or sell securities issued by such companies. If such Open-End Client holds the securities of

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Types of Clients Luxor primarily provides investment advice to clients who are private investment funds (either through a fund-vehicle or a separately managed account). Investors in such private investment funds are generally pension plans, endowments, charitable organizations, funds-of-funds, insurance companies, high net worth individuals and families, and Luxor insiders. There are minimum investment requirements for investors in private investment fund clients. In all cases, the minimum investment required for a private investment fund is subject to waiver by Luxor to the extent permitted by applicable law. Details can be found in the private investment fund confidential private offering documents and subscription agreements. Luxor also provides investment advice to other corporate clients through separately managed accounts. The minimum investment for any separately managed account will be determined on a case by case basis.

Performance-Based Fees and Side-By-Side Management As described in Item 5 above, generally, Luxor or its affiliates receive performance-based fees or allocations from Open-End Clients on an annual basis in arrears and/or upon withdrawals/redemptions by investors in the Open-End Clients based on a percentage of the capital appreciation of client assets. Such performance-based fees or allocations are subject to either a loss carryforward and/or a hurdle for Open-End Clients. Luxor or its affiliates generally receive a carried interest allocation from cash available for distribution upon realization of investments from the Closed-End Clients. The terms of performance-based fees and allocations, as well as carried interest allocations, to Luxor and its affiliates may differ among the various private investment funds and, occasionally, the separately managed accounts managed by Luxor and its affiliates. This may result in a conflict of interest when Luxor and its affiliates allocate trade or investment opportunities among these accounts because Luxor and its affiliates will have an incentive to favor accounts that have higher performance-based fees and allocations, or carried interest allocations, as applicable. To avoid such a conflict of interest Luxor generally follows documented procedures in allocating trades or investments among such accounts, which does not take into account the performance-based fees and allocations, or carried interest allocations, to which such accounts are subject (see Item 12 – “Allocation of Investment Opportunities” below). The performance-based fees and allocations, as well as carried interest allocations, as applicable, to Luxor may also create an incentive for Luxor to effect transactions in securities that are riskier or more speculative than would be the case in the absence of such performance-based fees and allocations or carried interest allocations. As the management fees, performance-based fees and allocations and carried interest allocations made to Luxor and its affiliates by certain clients are based directly on the net asset value of such client accounts, Luxor will have a conflict of interest in valuing the assets held in such accounts. Luxor will follow its documented valuation policies and consult with the third-party administrator to the accounts in order to mitigate this risk.

Other Financial Industry Activities and Affiliations Management of Affiliated Investment Funds and Other Entities Luxor and its related persons manage a number of pooled investment vehicles which are deemed to be related persons of Luxor. These vehicles include: Luxor Capital Partners Liquidating SPV, LLC; Luxor Capital Partners Offshore Liquidating SPV, Ltd.; Qena Capital Partners, LP and Qena Capital Offshore Master Fund, LP (collectively, the “Qena Funds”); Luxor Venture Partners, LP (“Luxor Venture”); Thebes Partners, LP, Thebes Partners Offshore, Ltd. and Thebes Offshore Master Fund, LP (collectively, “Thebes”); Lugard Road Capital, LP, Lugard Road Capital Offshore, Ltd., and Lugard Road Capital Master Fund, LP (collectively, “Lugard Road”); Luxor Cardinal, LP; LCG Growth, LP; Luxor SFR, LP (“Luxor SFR”); LRC Victoria, LP and LRC Victoria Offshore, LP (together, “LRC Victoria”); Whitlow Partners, LP – Series A, Whitlow Partners Offshore, SPC - Series A Segregated Portfolio and Whitlow Partners Master Fund, SPC – Series A Segregated Portfolio (collectively, “Whitlow”); GGK Capital, LP, GGK Capital Offshore, Ltd., Luxor GGK Insurance Dedicated Fund and GGK Capital Master Fund, LP (collectively, “GGK”); HNG Hospitality, LP and HNG Hospitality Offshore, LP (together, “HNG”); and 17th Street Capital, LP and 17th Street Capital Master Fund, LP (collectively, the “Affiliated Funds”). Luxor and its related persons also manage Luxor Capital Partners, LP, Luxor Capital Partners Offshore, Ltd., Luxor Capital Partners Offshore Master Fund, LP, Luxor Wavefront, LP and Luxor Gibraltar, LP – Series I, which are vehicles currently in the process of winding down. The Qena Funds and Luxor Venture each have multiple classes of interests or shares, as applicable, whose values are determined with respect to separate portfolios. Additionally, LCG Holdings, LLC, LotCo Group, LLC and LCG Lot Development 3 GP, LLC, as related persons of Luxor, serve as the general partners and/or sponsors of various investment partnerships engaged in real estate investing, for which Luxor provides advice with respect to such real estate investments and/or certain support services (including legal and compliance services, marketing, accounting, and other back-office and administrative functions). The management of multiple pooled investment vehicles or other entities may result in conflicts of interests when Luxor and its related persons allocate their time and investment opportunities among the Affiliated Funds, entities and other clients. In addition, the compensation earned by Luxor and

its related persons from each of the Affiliated Funds and other entities may differ from one another and other clients. Luxor and its related persons will generally follow documented procedures in allocating trades and investments among Affiliated Funds and other clients (see Item 12 – “Allocation of Investment Opportunities” below). Subject to applicable law, Luxor may effect transactions (generally for rebalancing purposes and to correct misallocations of trades) among its clients (including certain of the Affiliated Funds) in which one client account will purchase securities from or sell securities to another client account (including Affiliated Funds in which Luxor or its related persons may have a significant interest). This may result in a conflict of interest because a potential transaction may result in benefits to one transacting party that may be greater than the benefits to the other transacting party. In order to mitigate such conflicts, such transactions shall be effected only when Luxor believes that such transactions are in the best interest of the applicable clients. Such transactions shall be effected for cash consideration, generally at the closing price of the particular security, and no brokerage commission or transfer fee shall be paid to Luxor or its related persons in connection with any such transaction. To the extent that such transactions may be viewed as principal transactions (as such term is used under the Investment Advisers Act of 1940, as amended (the “Advisers Act”)) due to Luxor’s and its related persons’ ownership interest in such Affiliated Funds, Luxor and its related persons will comply with the requirements of Section 206(3) of the Advisers Act. Such cross trades will typically be effected only among Open-End Clients. In addition, except for cross trades to correct misallocations of trades among client accounts and for cross trades that are exempt from the prohibited transaction rules under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Internal Revenue Code of 1986, as amended (the “Code”), as provided by the Pension Protection Act of 2006, Luxor shall not effect any cross trades on behalf of any client account that constitutes “plan assets” under ERISA or the Code. Certain management persons (and/or other related persons) may have a greater portion of their personal assets invested in certain of the Affiliated Funds than in the others. As a result, Luxor may have a conflict of interest in allocating investment opportunities among the Affiliated Funds. Luxor and its related persons will generally follow documented procedures in allocating trades among such Affiliated Funds. (See Item 12 – “Allocation of Investment Opportunities” below.) Notwithstanding the fact that Luxor does not expect to charge duplicative fees, Luxor may have a conflict of interest when allocating the capital of certain clients among Third-Party Funds and/or Luxor Funds, including, for example, that Luxor may be in possession of certain information when investing client capital in a Luxor Fund that is not available to other clients or private fund investors. Affiliated Management Companies LCG Holdings, LLC, LCG Growth GP, LLC, Luxor Venture Partners GP, LLC and 17th Street Capital GP, LLC, each a Delaware limited liability company, are also principally owned (directly or indirectly) and controlled by Mr. Leone. Lugard Road Capital GP, LLC is a Delaware limited liability company that is controlled by Jonathan Green, who is an employee of Luxor, and Mr. Leone. Mr. Green and Mr. Leone are the principal owners of such entity. GGK Capital GP, LLC is a Delaware limited liability company that is principally owned (directly or indirectly) and controlled by Mr. Ryerson, who is an employee of Luxor, and Mr. Leone. Mr. Ryerson and Mr. Leone are the principal owners of such entity. HNG GP, LLC and Thebes GP, LLC, each a Delaware limited liability company, are principally owned (directly or indirectly) and controlled by Mr. Conboy, who is an employee of Luxor, and Mr. Leone. Mr. Conboy and Mr. Leone are the

principal owners of such entities. LotCo Group, LLC and LCG Lot Development 3 GP, LLC, each a Delaware limited liability company, are principally owned (directly or indirectly) and controlled by Nathaniel Redleaf, who is an employee of Luxor. These entities serve as the general partner, managing member and/or sponsor to certain of the private investment funds and other entities managed by Luxor. There are no material conflicts of interest resulting from the relationship between Luxor and these other investment advisers other than any conflicts described above. Luxor may also allocate a portion of a client’s capital to private investment funds and other accounts in which Mr. Leone, his affiliates and/or other Luxor employees have, or may have, an economic interest (see Item 5 – “Fees and Compensation” above).

Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Generally Luxor has adopted a Code of Ethics (the “Code of Ethics”). Luxor’s Code of Ethics provides that Luxor is committed to conducting business in accordance with all applicable laws and regulations and in an ethical and professional manner. In addition, Luxor recognizes that it has a fiduciary duty to the investors in the private investment funds and other accounts managed by Luxor, and that all employees must conduct their business on behalf of Luxor in a manner that enables Luxor to fulfill this fiduciary duty. In this regard, Luxor has developed policies and procedures in its Code of Ethics that are premised on fundamental principles of openness, integrity, honesty and trust. In addition, among other things, the Code of Ethics governs all personal investment transactions by Luxor’s employees, Luxor’s policies with respect to gifts and entertainment, Luxor’s policies with respect to political contributions, Luxor’s general policy with respect to compliance with applicable federal securities laws, the manner in which violations of the Code of Ethics are to be reported, and certain other outside activities of Luxor’s employees. Luxor will provide a copy of its Code of Ethics to any client or prospective client upon request. Participation or Interest in Client Transactions and Transactions between Client Accounts Luxor generally recommends that prospective clients invest in the private investment funds managed by Luxor. Mr. Leone, Mr. Green, Mr. Ryerson and Mr. Conboy and other management persons have significant personal investments in these funds. In addition, Luxor and its affiliates receive performance-based fees and allocations (including carried interest allocations) from these funds. Subject to applicable law, Luxor may effect transactions between certain client accounts (generally for rebalancing purposes and to correct misallocations of trades) whereby one client account will purchase securities from or sell securities to another client account (see Item 10 above). Further to the above in Item 10, in the event that Luxor effects a cross trade between an account in which it or its controlling persons own more than twenty-five percent (25%) and another client account, such transaction may be deemed to be a principal transaction under the Advisers Act. Such transactions may create a conflict of interest for Luxor because Luxor may put its or its control persons’ interests in such accounts before the interests of its clients in the other account. In order to mitigate this conflict of interest, Luxor monitors the interests of the principals of Luxor, their immediate family members and their affiliates in its accounts, as well as the interests in the accounts

of Luxor’s employees, on a monthly basis, and Luxor will not effect any cross trades between accounts if it believes that such trade would result in a principal transaction unless: 1. 2.

Luxor believes that such transaction is in the best interest of the clients participating in the transaction; and Luxor obtains the consent of the applicable clients as required by the Advisers Act.

Personal Securities Trading by Luxor Personnel Under the Code of Ethics, Luxor generally prohibits personal securities trading by all personnel, other than investing in registered open-end investment companies (i.e., mutual funds), direct obligations of the Government of the U.S., bankers’ acceptances, bank certificates of deposit, commercial paper, short-term, high quality debt securities, including repurchase agreements, and such other money market or investment instruments as may be authorized by Luxor’s Chief Compliance Officer from time to time. Notwithstanding the foregoing, Luxor’s personnel may, subject to black-out periods, (i) unwind positions acquired prior to their joining the firm or the implementation of Luxor’s no-trading policy and (ii) purchase or sell interests in ETFs, private investment funds and other private investment opportunities, in each case, upon receiving prior written approval from Luxor’s Chief Compliance Officer. Additionally, Luxor personnel may transact in securities through non-discretionary accounts, provided that any such non-discretionary account has been approved by Luxor’s Chief Compliance Officer. Without limiting the foregoing, Luxor personnel may also invest in certain client accounts and their investments may comprise a significant portion, or even a substantial majority, of the capital in such client accounts. If there is limited availability to participate in an investment in a private investment fund in which Luxor personnel and one or more Luxor client accounts wish (and are able) to participate, the Luxor client accounts will be allocated the investment (subject to their respective investment mandates, risk and/or operating guidelines and available capacity and Luxor’s allocation policy – see Item 12 – “Allocation of Investment Opportunities” below) before Luxor personnel will be permitted to participate in the investment. Notwithstanding the foregoing, to the extent Luxor personnel have invested in a particular Luxor client account, such personnel may indirectly participate in an investment on a pari passu basis with other client accounts rather than being permitted to participate only after client accounts have invested. Timing of Transactions for Client Accounts and Affiliated Funds Luxor may buy or sell securities for one client at the same time that it or its related persons buys or sells the same security for one or more other clients (including the Affiliated Funds which are related persons of Luxor). This will typically happen when more than one client is capable of purchasing or selling a particular security based on investment objectives, available cash and other factors. This may create a conflict of interest if one account may benefit from making the trade before or after the other account. Luxor will generally aggregate trades, subject to best execution, to avoid any such conflict of interest (see Item 12 – “Aggregation of Orders”). Luxor personnel are generally subject to a no-trading policy, however they may be permitted to unwind existing securities positions (see “Personal Securities Trading by Luxor Personnel” above). In order to prevent Luxor personnel from selling securities at the same time that Luxor is buying or selling the same securities for its clients’ accounts, such personnel must receive the prior approval of Luxor’s Chief Compliance Officer and generally will not be permitted to:

1. 2.

engage in “front-running” of client accounts, which is a practice generally understood to be personally trading ahead of client accounts; or sell a security that has been sold by a client account within the preceding three (3) days.

Brokerage Practices Selection of Brokers In placing portfolio transactions for its clients with brokers, Luxor seeks to obtain the best execution for its clients’ accounts, taking into account the following factors: the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected, taking into account the size of order and difficulty of execution; the financial strength, integrity and stability of the broker; the firm’s risk in positioning a block of securities; the quality, comprehensiveness and frequency of available research services considered to be of value; and the competitiveness of commission rates in comparison with other brokers satisfying Luxor’s selection criteria. Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. Luxor will not commit to provide any level of brokerage business to any broker, and actual brokerage business received by any broker may be less than the suggested allocations, but can (and often does) exceed the suggestions, because total brokerage is allocated on the basis of all the considerations described above. On a quarterly basis, Luxor personnel who review best execution (which includes the Chief Compliance Officer, Chief Operating Officer and representatives of the trading and operations teams) shall periodically evaluate the execution performance of the broker-dealers it uses to execute its client transactions. Best execution may be a qualitative rather than quantitative standard. The Luxor personnel who review best execution will also review commissions paid to brokers, soft dollar arrangements and conflicts of interest (which may, among other reasons, exist if a brokerdealer provides services (other than providing research) to Luxor or an employee has the ability to direct business to a broker-dealer where his or her family member is employed). Luxor’s compliance department shall maintain documentation of such review. Research and Other Soft Dollar Benefits Luxor enters into soft dollar arrangements with brokers. Soft dollar arrangements arise when an investment adviser obtains products and services, other than securities execution, from a broker in return for directing client securities transactions to the broker. Soft dollar arrangements pose a conflict of interest for Luxor in that such arrangements allow Luxor to pay with client commissions expenses that would otherwise be borne by Luxor. When Luxor uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, Luxor receives a benefit because it does not have to produce or pay for the research, products or services. Luxor believes that this conflict is mitigated because applicable clients will generally pay for research as a “hard dollar” expense pursuant to their respective investment management agreements. Luxor may have an incentive to select a broker based on Luxor’s interest in receiving the research or other products or services offered by such broker, rather than on its clients’ interest in receiving most favorable execution.

When engaging in soft dollar transactions, Luxor complies with the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended. Under this provision, in exercising its discretionary authority to select or arrange for the selection of brokers for execution of transactions for its clients, and, subject to its duty to obtain best execution, Luxor may consider the value of research and brokerage products and services (collectively, “Research”) provided by such brokers. Research may include, among other things, proprietary research from brokers, which may be written or oral. Research products may include, among other things, databases and quotation services. Research services may include, among other things, research concerning market, economic and financial data, a particular aspect of economics or on the economy in general, statistical information, pricing data and availability of securities, financial publications, electronic market quotations, performance measurement services, analyses concerning specific securities, companies, industries or sectors, market, economic and financial studies and forecasts, appraisal services, and invitations to attend conferences or meetings with management or industry consultants. Accordingly, if Luxor determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and products or services provided by such broker, a client may pay commissions to such broker in an amount greater than the amount another broker might charge. Research provided by such brokers may be used to service all client accounts and not exclusively in connection with the management of the client account that generated the particular soft dollar credits. Where a product or service obtained with client commission dollars provides both research and non-research assistance to Luxor, Luxor will make a reasonable allocation of the cost which may be paid for with client commission dollars. Luxor’s prime brokers provide Luxor with front and back office services, including trading, securities lending, clearing, reporting, and settlement for equities, fixed income, foreign currency and options, among others. Subject to applicable law, prime brokers may also provide Luxor with capital introduction services. Luxor executes securities transactions on behalf of certain client accounts with broker-dealers that provide Luxor with access to proprietary research reports (such as standard investment research and credit reports). To the best of Luxor’s knowledge, these services are generally made available to all institutional investors doing business with such broker-dealers. These bundled services are made available to Luxor on an unsolicited basis and without regard to the rates of commissions charged or paid by client accounts or the volume of business that Luxor directs to such brokerdealers. During Luxor’s last fiscal year, Luxor and its affiliates acquired with client brokerage commissions (or markups or markdowns) (i) research, such as proprietary research from brokers, which may be written or oral; (ii) research products, such as databases and quotation services; and (iii) research services, such as research concerning market, economic and financial data; a particular aspect of economics or on the economy in general; statistical information; pricing data and availability of securities; financial publications; electronic market quotations; performance measurement services; analyses concerning specific securities, companies, industries or sectors; market, economic and financial studies and forecasts; appraisal services; and invitations to attend conferences or meetings with management or industry consultants. During Luxor’s last fiscal year, Luxor has taken into account the quality, comprehensiveness and frequency of available research services and products considered to be of value provided by brokers

when directing client transactions to a particular broker. Luxor directed transactions to such brokers only consistent with best execution. Brokers sometimes suggest a level of business they would like to receive in return for the research services and products they provide, however Luxor has not committed to provide any level of brokerage business to any broker. The Luxor personnel who review best execution also evaluated, on a quarterly basis, the execution performance of the brokerdealers it uses to execute its client transactions and resolved any conflicts of interest that Luxor may have had in selecting brokers to execute client transactions. Brokerage for Client Referrals Subject to applicable law, Luxor may direct some client brokerage business to brokers who refer prospective investors to the private investment funds managed by Luxor, consistent with best execution. Because such referrals, if any, are likely to benefit Luxor but will provide an insignificant (if any) benefit to clients, Luxor will have a conflict of interest with its clients when allocating client brokerage business to a broker who has referred investors to a private investment fund managed by Luxor. To prevent client brokerage commissions from being used to pay investor referral fees, Luxor will not allocate client brokerage business to a referring broker unless Luxor determines in good faith that the commissions payable to such broker are not materially higher than those available from non-referring brokers offering services of substantially equal value to the client account. Allocation of Investment Opportunities Luxor may at times determine that certain securities will be suitable for acquisition by more than one client account. In such situations, Luxor follows documented procedures in allocating investment opportunities among such accounts. Under such procedures, Luxor generally allocates investment opportunities so that each security held by the accounts following a substantially identical investment strategy is held on a pari passu basis subject to position targets and limits applicable to certain client accounts. With respect to accounts following similar, or overlapping, investment strategies, trades will be allocated to such accounts in a manner deemed equitable over time in Luxor’s good faith discretion (it being recognized that different accounts managed by Luxor or its affiliates implementing certain of the same or similar strategies will not, for a wide range of reasons, invest on a parallel basis in all of the same investments). For a variety of reasons, Luxor may weigh positions differently among accounts following a similar or overlapping investment strategy, and certain accounts may also hold positions that are not held by other accounts. Similarly, certain accounts managed by Luxor may have allocation priority over another account (and vice versa) with respect to an investment opportunity for a number of reasons. For example, any two or more accounts managed by Luxor may have different positions, even though such accounts follow a similar investment strategy, because the accounts have different portfolio managers (each, a “Portfolio Manager”) that have different views as to the extent that, or whether, a particular investment opportunity fits within the portfolio that such person manages, and/or have conducted different levels of diligence generally corresponding to their conviction level related to such investment opportunity. Luxor’s documented procedures also address allocating investment opportunities among client accounts in such circumstances. The factors that Luxor may consider when determining which securities to allocate to each client account include, but are not limited to, the investment objectives and restrictions of each client account; the overall portfolio composition of the client accounts; relative capital available for investment in the applicable client account; liquidity of the security; market capitalization and/or

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Client Referrals and Other Compensation Luxor does not receive any economic benefit from any person that is not a client in exchange for providing investment advice or other advisory services to its clients. Neither Luxor nor any of its related persons directly or indirectly compensates any person who is not a supervised person of Luxor for client referrals. Generally, if a client or private fund investor is introduced to Luxor by a third-party, Luxor and/or its affiliates may pay such third-party a referral fee in accordance with the requirements of Rule 206(4)-1 under the Advisers Act to the extent applicable. Any such referral fee will be paid solely by Luxor or its affiliates, and generally will not result in any additional charge to the client or the private fund investor, unless the client or private fund investor agrees otherwise in its applicable written agreement with Luxor or the third-party. Luxor has entered into agreements with such thirdparty solicitors on behalf of certain of Luxor’s existing private fund clients. In connection therewith, such third-party solicitors may additionally receive certain fees directly from each solicited investor. Such compensated third-parties are subject to a conflict of interest because they will be compensated in connection with their activities. This conflict applies as well to nominees that are compensated in connection with the investment of their clients’ assets with Luxor or in the private investment funds that Luxor manages. Similarly, certain capital introduction services provided by Luxor’s prime brokers and/or their affiliates may be subject to certain requirements of Rule 206(4)1 under the Advisers Act, and may face similar conflicts of interest, including that such prime brokers or their applicable affiliates may be incentivized to make a capital introduction in part because of the potential for additional prime brokerage and other business Luxor might direct to them partially in exchange for such introductions.

Disciplinary Information There have been no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Luxor’s advisory business or the integrity of Luxor’s management.

Review of Accounts Client portfolios are typically reviewed daily (although the portfolios of Closed-End Clients may be reviewed less frequently), and their performance analyzed, by Luxor’s investment professionals for the applicable client, including, but not limited to, Christian Leone (Portfolio Manager), Michael Conboy (Portfolio Manager), Jonathan Green (Portfolio Manager), Carlos Alexander Ryerson (Portfolio Manager), and other members of the trading team. Client portfolios are also reviewed by members of the operations team and Adam Miller (Chief Operating Officer) to monitor compliance with the applicable trading mandate and any applicable risk and/or operating guidelines. The Chief Compliance Officer is also involved in the review of trading activity and account allocations. Client investments are evaluated based on performance, company fundamentals, news and press releases, analyst reports, general market conditions and such other considerations as Luxor deems appropriate. Luxor may, in its discretion, furnish investors in the private investment funds that it manages with periodic written unaudited performance reports on a monthly or quarterly basis. On an annual basis, investors receive a copy of the relevant fund’s annual audited financial statements and, where applicable, a statement of taxable income (form K-1). Luxor and its affiliates have entered into “side letter” agreements pursuant to which they provide certain investors access to more frequent and/or more detailed information regarding the private investment funds’ securities positions (including position level transparency on a monthly basis), performance, finances, and management and/or other information about the private investment funds or Luxor (including, notification of the commencement of certain disciplinary actions, legal proceedings, investigations or similar matters against a fund, Luxor and/or its personnel, or of redemptions from a fund by Luxor and/or its personnel), possibly enabling such investors to better assess the prospects and performance of the funds. Luxor and its affiliates may also provide certain information to investors or prospective investors in response to questions and requests, and/or in connection with due diligence meetings or other communications. Such information will not be distributed to other investors and prospective investors who do not request such information. Each investor is responsible for asking such

questions as it believes are necessary to make its own investment decisions and must decide for itself whether the limited information provided by Luxor is sufficient for its needs. Luxor may provide the owners of separately managed accounts it may manage from time to time with reports setting forth the aggregate performance of the assets under management of the particular account, and/or other periodic unaudited reports, in each case at such times as the owners of such accounts and Luxor agree. The custodians of such accounts may send account statements to the owners of such accounts no less frequently than monthly. In addition, since a managed account investor would directly own the positions in its separately managed account, such investor could have full, real-time transparency as to all transactions and holdings in such account, and may be better able to assess the future prospects of a portfolio that is substantially similar to the portfolios of the private investment funds managed by Luxor.

Custody As noted above in Item 13, owners of the separately managed accounts Luxor manages from time to time receive account statements no less frequently than monthly from the custodians of such accounts. Clients should carefully review these statements that are received from the custodians of such accounts. Although Luxor is technically deemed to have custody of the assets of the funds managed by Luxor, investors in such funds receive audited financial statements in lieu of account statements from the funds’ custodians.

Investment Discretion Luxor has discretionary authority to manage securities accounts on behalf of its clients. The investors in the private investment funds managed by Luxor generally may not place any limits on Luxor’s authority beyond the limitations set forth in the offering and governing documents of such private investment funds. On a case by case basis, owners or managers of the separately management accounts Luxor manages from time to time negotiate certain risk and/or operating guidelines that Luxor will adhere to when exercising its discretionary authority over such accounts. Michael Conboy is the Portfolio Manager for Thebes, Luxor SFR and HNG. Jonathan Green is the Portfolio Manager for Lugard Road, LRC Victoria and Whitlow. Carlos Alexander Ryerson is the Portfolio Manager for GGK. Mr. Leone is the Portfolio Manager for all the other client accounts. As discussed further in Item 12 above, certain of Luxor’s traders and research analysts have been delegated individual investment discretion over designated subsets of assets subject to limited parameters established by Mr. Leone.

Voting Client Securities Luxor generally has voting discretion over securities held in its clients’ accounts. Clients are generally not able to direct their votes in a particular situation. Luxor will exercise its discretion in the best interests of its clients. In fulfilling its obligations to clients, Luxor will act in a prudent and diligent manner intended to enhance the economic value of the securities. Luxor has adopted a proxy voting policy which is summarized below. Luxor has retained Institutional Shareholder Services (“ISS”) to provide research, vote execution, reporting, recordkeeping and reconciliation services. Luxor generally follows the voting guidelines established by ISS. Authorized investment management personnel, however, may override ISS recommendations on a case-by-case basis, provided that Luxor does not face a conflict of interest in voting such securities. Luxor conducts ongoing oversight of ISS to ensure that proxies are being voted in the best interests of Luxor’s clients and the recommendations from ISS are not based on material factual errors. In addition, Luxor will periodically conduct formal due diligence on ISS, including an analysis to determine whether it believes ISS continues to have the capacity and competency to adequately analyze proxy issues. While ISS has been retained to assist in voting the proxies of U.S. and non-U.S. issuers, it should be noted that voting proxies of foreign companies may involve a number of logistical problems that may have a detrimental effect on Luxor’s ability to vote such proxies, e.g., restrictions on a foreigner’s ability to exercise votes or requirements to vote proxies in person. When facing logistical issues, Luxor will vote proxies on a best-efforts basis and may conduct a cost-benefit analysis to determine whether it is worth the cost involved to vote shares in such circumstances. Luxor has adopted the voting guidelines of ISS. In votes determined by such guidelines, Luxor will generally follow the recommendations made by ISS, but retains the right to depart from such recommendations if it believes in a particular case that a vote in accordance with such guidelines would not be in the best interests of Luxor’s clients. With respect to matters not determined by the voting guidelines and requiring case-by-case analysis, e.g., mergers and corporate restructurings, Luxor will review the research and recommendations provided by ISS, but may independently perform research and reach its own conclusions as to what is in the best interests of Luxor’s clients.

Luxor will maintain a “Proxy Conflicts Watch List” containing the names of issuers with respect to which Luxor has identified a conflict of interest. Such conflicts may arise, for example, from the following relationships: 1. 2. 3. 4. 5.

the issuer is an investor in a fund or account managed by Luxor; the issuer has a material business relationship with Luxor; the proponent of a proxy proposal has a business relationship with Luxor (e.g., the proponent is a pension plan for which Luxor manages money); Luxor has material business relationships with candidates for director in a proxy contest; or an employee of Luxor has a personal interest in the outcome of a particular matter.

This list provides examples of possible conflicts of interest and is not meant to be comprehensive. Each employee must notify Luxor’s Chief Compliance Officer of any potential conflicts of interest of which he or she is aware, and the Chief Compliance Officer shall make a determination as to whether an item should be added to the Proxy Conflicts Watch List. If Luxor is authorized to vote a proxy with respect to an issuer or a person or entity that appears on the Proxy Conflicts Watch List, Luxor shall rely exclusively on the recommendation of ISS. Special considerations may apply in cases of conflicts of interest involving ERISA clients. Luxor will confer with appropriate ERISA counsel in such cases. Clients and the investors in the private investment funds sponsored by Luxor may obtain a copy of Luxor’s proxy voting policies upon request by contacting Luxor’s Chief Compliance Officer. Further, separately managed account clients and the directors, general partners and managing members of the private investment funds sponsored by Luxor may obtain information regarding how Luxor voted the securities in the applicable client’s account by contacting the Chief Compliance Officer. Luxor has also retained ISS to monitor securities class action lawsuits in which the Luxor-managed funds may be eligible to participate. ISS will file claims on behalf of the funds and follow up on their status in jurisdictions which allow securities collective actions, provided that the actions meet certain specifications. For all claims that it files on behalf of the funds, ISS will process all checks and disbursements made by claims administrators. All proceeds will be allocated to existing investors in the relevant fund(s), and ISS is paid a flat subscription fee for its services.

Financial Information Luxor does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet for its most recent fiscal year. Luxor is not aware of any financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding.