Madison Avenue Partners, LP

Madison Avenue Partners, LP (hereinafter “Madison”, “we”, “us”, “our” “Investment Manager” or the “Firm”) was organized as a Delaware limited partnership in April 2018 and has a principal place of business New York, New York. The principal owner of Madison is Eli Samaha. Madison Avenue GP, LLC (the “General Partner”), an affiliate of the Firm, serves as the general partner of the Onshore Fund and the Master Fund (each as defined below). The General Partner is also principally owned, directly or indirectly, by Eli Samaha. We serve as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles, the securities of which are offered through a private placement memorandum to accredited investors, as defined under the Securities Act of 1933, as amended, and qualified purchasers, as defined under the Investment Company Act of 1940, as amended. We do not tailor our advisory services to the individual needs of any particular investor. Currently, Madison manages the following private, pooled investment vehicles:

Madison Avenue Offshore, Ltd, a Cayman Islands exempted company (the “Offshore Fund”);

Madison Avenue Onshore LP, a Delaware limited partnership (the “Onshore Fund”); and

Madison Avenue International LP, a Cayman Islands exempted limited partnership (the “Master Fund”).

The Master Fund, the Onshore Fund and the Offshore Fund are herein each referred to as a “Fund” or “Client” and collectively referred to as the “Funds” or the “Clients”. The Onshore Fund’s “Limited Partners” and the Offshore Fund’s “Shareholders” are hereafter collectively referred to as the “Investors” where appropriate. Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents.” We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, we had approximately $3,930,792,967 of Regulatory Assets Under Management (“RAUM”), all managed on a discretionary basis.

The fees applicable to each of the Funds are set forth in detail in the corresponding Offering Documents. A brief summary of such fees is provided below. Management Fee Madison is paid an investment management fee (“Management Fee”) based on a percentage of the net asset value of the Funds as set forth in the applicable Offering Documents. The Management Fee is normally charged on the first day of each calendar quarter and is paid in advance based on the applicable Fund’s net asset value on the first day of such calendar quarter. Generally, the Management Fee percentage ranges from 1% - 1.5% per annum. The Investment Manager, in its sole discretion, may waive or modify the Management Fee for any Investor.

Other Types of Fees or Expenses Each Fund may pay, or reimburse the Investment Manager and/or the General Partner for advancing, all or a portion of such Fund’s expenses as determined in the Investment Manager’s discretion, including, without limitation, the following: (i) expenses related to the research, execution and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments, including, without limitation, the following: third-party investment sourcing fees; consulting fees; expert fees; fees and expenses of and related to obtaining research, analytics and market data (including, without limitation, any information technology hardware, software and data subscriptions (such as Bloomberg and FactSet) or other technology incorporated into the cost of obtaining such research and market data); due diligence expenses including, without limitation, consulting and appraisal fees; investment- and research-related travel expenses; any outsourced trading provider fees; brokerage and prime brokerage fees, commissions and expenses (including the costs of negotiating, documenting and/or amending agreements with prime brokers, ISDAs and other agreements with trading and financing counterparties); expenses relating to borrowing securities to be sold short; clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and other borrowing costs; fees and expenses of proxy research and voting services; broken deal expenses; and fees and expenses of third-party professionals, including, without limitation, consultants, investment bankers, attorneys and accountants; (ii) organizational expenses and expenses incurred in connection with the offering and sale of the interests or shares in the Funds, including, without limitation, the following: the preparation and amendment of the Offering Documents; and fees and expenses of the Investment Manager incurred in connection with “world sky” matters and private placement regimes, including the European Alternative Investment Fund Managers Directive, and Form D and blue sky and similar fees and expenses; (iii) operational expenses, including, without limitation, the following: fees and expenses relating to information technology hardware, software or other technology (including, without limitation, costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of any self-regulatory organization or applicable law (including, without limitation, reporting obligations) in connection with the activities of the Funds, facilitate and manage the order execution of securities or otherwise manage the Funds (such as portfolio management systems and order management systems); fees and expenses of third-party risk management products, models and services; third-party administrative fees and expenses, including fees and expenses of the Funds’ administrator and any middle or back office service provider; fees and expenses of third-party professionals, including, without limitation, consultants, valuation service providers, attorneys, accountants and tax preparers; third-party audit and tax preparation expenses; insurance expenses, including, without limitation, directors and officers liability insurance, errors and omission insurance, and cybersecurity insurance and liability insurance covering the Funds, the General Partner, the Investment Manager and the members, partners, officers, employees and agents of any of them (in each case, even if such insurance covers conduct for which indemnity would not be available from the Funds); fees and expenses associated with investor and director meetings, including, without limitation, expenses related to the organization and conduct of investor and director meetings (including, without limitation, travel, lodging and meal expenses), and director fees (including registration fees); costs of preparing and distributing reports and notices to Investors (including the development, implementation and maintenance of an investor electronic delivery site and/or system); entity-level taxes; fees and expenses related to compliance with applicable law and regulations in connection with the activities of the Funds, including, without limitation, any governmental, regulatory, licensing, filing, reporting or registration expenses, fees or taxes (including, without limitation, fees and expenses incurred in connection with the preparation and filing of Form PF, Section 13 filings, Section 16 filings and other similar regulatory filings, and any filings or reporting with respect to compliance with the Foreign Account Tax Compliance Act, Automatic Exchange of Information standard or similar laws enacted in other jurisdictions, as well as any foreign tax regime registrations, tax filings and associated annual fees and expenses); and (iv) extraordinary expenses, including, without limitation, the following: the costs of any litigation or investigation involving activities of the Funds (including attorney’s fees and investigative fees and expenses); the cost of settlements and indemnification expenses (including

advances thereof); fees and expenses incurred in connection with any tax audit by any U.S. federal, state or local authority, including, without limitation, any related administrative settlement and judicial review; and fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of any of the Funds. In addition, the Onshore Fund and the Offshore Fund will each bear its pro rata share of the Master Fund’s expenses that are not borne by the Investment Manager. Except as provided above, the Investment Manager and the General Partner will bear their own rent and similar overhead expenses, in addition to the compensation and benefits of their employees. Organizational costs may be amortized by the Funds for tax purposes over 180 months under the U.S. Internal Revenue Code of 1986, as amended, and for accounting purposes may be amortized over sixty (60) months or such other period deemed appropriate by the General Partner in its discretion. U.S. generally accepted accounting principles (“GAAP”) may require that such costs be expensed when incurred for accounting purposes. Even if GAAP requires expensing when incurred, for purposes of determining the Fund’s net asset value, such costs may be amortized over sixty (60) months or such other period deemed appropriate by the General Partner in its discretion, and the net asset value determination therefore may differ from GAAP. A withdrawing Investor may be charged its pro rata share of any organizational expenses that remain unamortized at the time of withdrawal. The General Partner, in its discretion, may allocate expenses of the Funds among the different classes of interests or shares and general accounts and separate memorandum accounts based on the portion of such expenses that are reasonably attributable to such classes of interests or shares and the general accounts and separate memorandum accounts, as applicable. In addition, the General Partner may allocate certain expenses of the Funds to particular Investors if the General Partner determines that such expenses are directly attributable to such Investors. The General Partner or the Investment Manager may also allocate certain similar expenses incurred by the Funds in proportion to their relative net asset value (as opposed to in accordance with how such expenses are invoiced) if the General Partner or the Investment Manager believe(s) it is fair and equitable to do so. To the extent any expenses are incurred by the Investment Manager or the General Partner on behalf of the Funds and one or more other investment vehicles or accounts managed by the Investment Manager, the General Partner or one of their respective affiliates, the Investment Manager or the General Partner, as applicable, will allocate such expenses among the Master Fund and such other investment vehicles and/or accounts, in a manner the Investment Manager or the General Partner, as applicable, determines to be fair and equitable. The Investment Manager and/or the General Partner may, in their discretion, waive their right to be reimbursed for any of the foregoing expenses for any period of time. Any such waiver shall not require the Investment Manager or the General Partner to waive their right to be reimbursed for such expenses in the future.

The descriptions set forth in this Brochure of specific advisory services that we offer to Clients, and investment strategies pursued and investments made by us on behalf of our Clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines as set forth in the Offering Documents. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. Past performance is not indicative of future results. Investment Strategy The Funds seek to organically compound their assets while minimizing the chance of permanent loss of capital. The Investment Manager intends to employ an opportunistic value investing strategy, with a focus on identifying meaningfully mispriced securities across geographies and the capital structure. The Investment Manager believes that investment constraints create opportunities. Further, it believes that attractive areas of investment change over time. As such, the Funds intend to employ an unconstrained investment style that enables adaptation to changing opportunity sets. Since excess return requires a mispricing, the Investment Manager generally prioritizes searching for and understanding the nature of security mispricings. The Investment Manager concentrates its analysis on what it perceives as the most potentially mispriced areas of the market. The Investment Manager believes that this process significantly improves the likelihood of finding attractive investment opportunities. Risk Factors An investment in the Funds involves substantial risks, and prospective investors should carefully consider, among other factors, the risks described below. These risk factors are not intended to be an exhaustive listing of all potential risks associated with an investment in the Funds. An investment involves significant risks, and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in the Offering Documents. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly-traded stocks and bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective investor should carefully review the Offering Documents and the documents referred to herein before deciding to invest with Madison.

Investment and Trading Risks: All securities investments risk the loss of capital. The Investment Manager believes that the Funds’ investment program and the Investment Manager’s research techniques will moderate this risk through a careful selection of securities and other financial instruments. However, no guarantee or representation is made that the Funds’ investment program will be successful or that the Funds will not incur losses. The Fund’s investment program may utilize investment techniques including, but not limited to, trading in put and call options and other derivatives, the use of leverage, and short sales, which in practice can, in certain circumstances, increase the adverse impact to which the Funds may be subject. In certain transactions, the Fund may not be “hedged” against market fluctuations or, in reorganization or liquidation situations, may not accurately value the assets of the subject company or the degree of legal and regulatory risk associated with investments in the securities of companies in such situations. This can result in losses, even if the proposed transaction is consummated. The Investment Manager will attempt to assess the foregoing risk factors, and others, in determining the extent of the position it will take in the relevant securities and the price it is willing to pay for such securities. However, such risks cannot be eliminated. Concentration of Investments: Subject to any limitations adopted by the Investment Manager from time to time, the Funds are not restricted in the amount of its capital that it may commit to any issuer, security, industry sector or geographic region, and at times the Fund may hold a relatively large concentration in a limited number of issuers, securities, industry sectors and/or geographic regions. Losses incurred in connection with those investments could have a material adverse effect on the Fund’s overall financial condition. This is because the value of the Funds’ investment portfolio will be more susceptible to any single occurrence affecting one or more of those issuers, securities, industry sectors or geographic regions than would be the case with a more diversified investment portfolio. Small to Medium Capitalization Companies The Funds intend to invest its assets in the stocks of companies with small- to medium-sized market capitalizations. While the Investment Manager believes these investments often provide significant potential for appreciation, these stocks, particularly smaller-capitalization stocks, involve higher risks in some respects than do investments in stocks of larger companies. For example, prices of such stocks are often more volatile than prices of large-capitalization stocks. In addition, due to thin trading in some such stocks, an investment in these stocks may be more illiquid than that of larger capitalization stocks. Fixed Income Securities The Funds intend to trade in bonds and may trade in other fixed income securities of U.S. and non-U.S. issuers, including, without limitation, bonds, notes and debentures issued by corporations, or debt securities issued or guaranteed by a sovereign government or one of its agencies or instrumentalities. Fixed income securities pay fixed, variable or floating rates of interest. The value of fixed income securities will change in response to fluctuations in interest rates. In addition, the value of certain fixed income securities can fluctuate in response to perceptions of credit worthiness, political stability or soundness of economic policies. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). The Funds may trade in fixed-income securities which are not protected by financial covenants or limitations on additional indebtedness. In addition, evaluating credit risk for foreign debt involves

greater uncertainty because credit rating agencies throughout the world have different standards, making comparisons across countries difficult. “High Yield” Securities: The Funds intend to invest in “higher yielding” (and, therefore, higher risk) debt securities. Such securities are generally considered to be below “investment grade” and face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments. In certain periods, there may be little or no liquidity in markets for these securities. Furthermore, it is likely that a major economic recession or financial crisis could have a materially adverse impact on the value of such securities. High yield securities have historically experienced greater default rates than has been the case for investment grade securities. The market values of certain of these lower rated debt securities tend to reflect individual corporate developments to a greater extent than do higher rated securities, which react primarily to fluctuations in the general level of interest rates. The markets for high yield securities tend to be more volatile, less liquid and less active than those for higher-rated securities, which can adversely affect the price at which these securities can be sold and may make it impractical or impossible to sell such securities at times of market dislocation. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the value and liquidity of these securities. Convertible Securities The Funds intend to invest in convertible securities. The market value of convertible securities, as with all fixed income securities, tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis and thus, may not decline in price to the same extent as the underlying common stock. If a convertible security held by the Funds are called for redemption, the Funds will be required to permit the issuer to redeem the security, convert it into the underlying stock or sell it to a third party. Any of these actions could have an adverse effect on the Fund’s ability to achieve its objective. Leverage: The Investment Manager intends to use leverage as part of the Funds’ investment program and the amount of leverage which the Funds may have outstanding at any time may be substantial in relation to its capital. Leverage may be obtained by borrowing funds to make trades or by purchasing or entering into derivative instruments that are inherently leveraged, such as swaps, options, futures and forward contracts. If the interest expense on borrowings were to exceed the net return on the positions acquired with borrowed funds, the Funds’ use of leverage would result in a lower rate of return than if the Fund were not leveraged. If the amount of borrowings which the Funds may have outstanding at any one time is large in relation to its capital, fluctuations in the market value of the Funds’ portfolio will have a disproportionately large effect in relation to its capital and the possibilities for profit and the risk of loss will therefore be increased. Any gains made with the additional monies borrowed will generally cause the value of the Funds’ assets to rise more rapidly than would otherwise be the case. Conversely, if the investment performance of the additional monies fails to cover their cost to the Funds, the value of the Fund’s assets will generally decline faster than would otherwise be the case. The amount of any borrowing may also be limited by regulations imposed by the Federal Reserve Board or by the availability and cost of credit, as well as due to overall market conditions. If, due to market fluctuations or other reasons, the value of the Funds’ assets should fall below required regulatory or counterparty imposed levels, the Funds will be required to reduce its debt by selling securities in its long portfolio.

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

Madison is currently entitled to an annual performance-based allocation from each Client based on a percentage of the aggregate net capital appreciation of Client assets as set forth in the applicable Offering Documents. As a result, we do not face certain conflicts of interest that may arise when an investment adviser accepts performance-based compensation from some clients, but not from other clients. The General Partner, in its sole discretion, may waive or modify the performance-based allocation for any Investor.

Performance-based allocation arrangements may create an incentive for us to recommend investments which may be riskier or more speculative than those which we would recommend under a different arrangement. Generally, the minimum initial investment in the Fund is $5 million. However, Madison may, in its sole discretion, accept lower initial investments from time to time.

Neither we nor our management persons are registered as broker-dealers, and neither of us has any application pending to register with the SEC as a broker-dealer or registered representative of a brokerdealer, respectively. As described above in Item 4, the General Partner, an affiliate of the Firm, is the general partner to the Onshore Fund and the Master Fund.

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

Employees must at all times place the interests of the Funds and Investors first;

Employees must conduct all personal securities transactions consistently with the Code of Ethics’ Employee Personal Investment Policy (described below); and

Employees should not take inappropriate advantage of their position at the Firm.

Employees and their spouses, immediate family members, other dependents and controlled entities are not permitted to maintain personal brokerage accounts for the purpose of trading single name securities, including; equity securities, options on equities, publicly-traded bonds or other fixed income or debt investments (including derivatives), futures or commodities, except for the purpose of holding or liquidating any such holdings after the commencement of employment at Madison. Employees are not required to obtain the CCO’s pre-approval to trade ETFs and ETNs, but transactions will be monitored on a quarterly basis. Employees and Covered Accounts are permitted to liquidate positions held at the time of subject to pre-clearance by the CCO. Employees are prohibited from participating in Initial Public Offerings (“IPOs”). Employees are also prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List. Employees must obtain pre-approval from the CCO before: (i) engaging in any outside business activities; (ii) liquidating single name securities; or (iii) making any private investments. Our Code of Ethics is available for review to our Investors, or any prospective investor, at our office upon request. Participation or Interest in Client Transactions An Adviser with multiple client accounts may sell a security for one client while it buys the same security for another client. This may occur for several reasons, most typically in connection with rebalancing across client accounts. At present, Madison has a single comingled account. In the future, should Madison advise multiple accounts, at times Madison may effect the purchase and sale of a security directly between the relevant Clients (an “Internal Cross-Trade”). Effecting Internal CrossTrades between clients (when a third-party broker is used) is not specifically addressed in the Advisers Act, but is subject to the Anti-Fraud Provision. Internal Cross-Trades involve potential conflicts of interest because the investment adviser may favor one Client over another.

It is possible that at a later date the Firm may advise multiple Client accounts. Therefore, the Firm has adopted the following policy and procedures regarding Internal Cross Trades. Pursuant to its “Internal Cross-Trades Policy,” the Firm may engage in Internal Cross-Trades. In the event of an Internal Cross-Trade, Madison will: (i) determine that the transaction is in the best interests of each Client involved; (ii) arrange the transaction for no additional compensation; and (iii) arrange for the trade to be transacted at the current independent market price or, in the case of a rebalancing transaction, as of the close of the market on the day of the trade. Employees must consult with the CCO with respect to any Internal Cross-Trades.

Madison is authorized to determine the broker-dealer to be used for executing securities transaction for the Funds. In selecting broker-dealers to execute transactions, we do not need to solicit competitive bids and do not have an obligation to seek the lowest available commission cost. It is not our practice to negotiate “execution only” commission rates; therefore, the Funds may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. We shall also have the authority to select and appoint custodians of the assets of the Funds. The Firm’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. Best Execution In selecting an appropriate broker-dealer to effect a client trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a client in such a manner that a client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, we will take into consideration the price of a security offered by the brokerdealer, as well as a broker-dealers’ full range and quality of their services including, among other things, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to us, brokerage and research services provided to us (for example, research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. Soft Dollars The Firm uses “Soft Dollars”. In such cases, Soft Dollar credits, generated by the Fund’s trading activities, would be used to purchase brokerage and research services or products that would otherwise have been a Firm expense. Research services may include, but are not limited to, research reports (including market research); certain financial and economic newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); software and other products that depend on market information to generate research; software that provides analysis of securities portfolios’ pre-trade and post trade analytics; advice from brokers on order execution; and certain proxy services. Brokerage services may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker-dealer and between a broker-dealer and other relevant parties such as custodians and administrators); trading software operated by a broker-dealer to route orders; software that provides algorithmic trading strategies; message services used to transmit orders; software used to transmit or route orders; short-term custody relating to effecting particular transactions in relation to clearance and settlement of trades; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; other exchanges of messages among trade parties; post trade matching of trade information; and services

required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. In fiscal year 2025, the Firm received $126,647 of credits in Soft Dollars. We intend to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act. We will use soft dollars in a manner that is consistent with our duty to seek best execution, and any requirements or limitations concerning our soft dollar usage that may be contained in our written agreements with Clients. Neither Madison nor any related person receives client referrals from any broker-dealer or third party. However, subject to best execution, we may consider, among other things, capital introduction and marketing assistance with respect to Investors in the Funds in selecting or recommending broker-dealers for the Funds. The provision by a broker of research and other services and property to us creates an incentive for us to select such broker since we would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a Client. Any research, services or property provided by a broker may benefit any Client and such benefits may not be proportionate to commission dollars related to the provision of such research, services or property. Trade Errors Madison’s “Trade Error Policy” provides that Madison will seek to correct any Trade Error as soon as possible following discovery of the Trade Error in accordance with the principles and procedures described below. Madison will seek to detect such errors prior to settlement and promptly correct and/or mitigate them. A Trade Error may not be resolved by reallocating the trade to another Client. Soft Dollar “credits,” if any, may not be used to pay for correcting Trade Errors.

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

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

Our Portfolio Manager and investment professionals generally on a daily basis monitor and analyze the transactions, positions, and investment levels of the Funds to confirm that they conform with the investment objectives and guidelines that are stated in the Funds’, Offering Documents. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Account Reporting We distribute an audited financial report with respect to the previous fiscal year to all Investors (within 120 days or as soon as is practicable after the end of each fiscal year). We may also distribute quarterly unaudited net asset value statements, quarter-end performance reports, and a quarterly investor letter to all Investors.

We are deemed to have custody of Client funds and securities because we have the authority to obtain Client funds or securities, for example, by deducting 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 Madison. We comply with Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., the ”custody rule”) by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), we will distribute the Funds’ audited financials to Investors within 120 days or as soon as is practicable after the end of such Funds’ fiscal year.

Pursuant to the Offering Documents, we will have full discretionary investment authority with respect to the Funds, including authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities.

In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), we have adopted proxy voting policies and procedures. The general policy is to vote all proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable Client’s best interests and is in line with the Client’s investment objectives. We may take into account all relevant factors, as determined by us in our discretion, including, without limitation:

the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities;

the anticipated associated costs and benefits;

the continued or increased availability of portfolio information; and

industry and business practices.

We may determine to take no action or abstain on any vote. Generally, Clients may not direct our vote in a particular solicitation. Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request.

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