Mantle Ridge LP

Mantle Ridge is a Delaware limited partnership formed on June 16, 2016. Mantle Ridge is controlled by its principal owner, Paul Hilal (the “Principal Owner”), who ultimately controls the managing member of Mantle Ridge's general partner, Mantle Ridge GP LLC, a Delaware limited liability company (the “Investment Advisor General Partner”). The Investment Advisor General Partner has ultimate responsibility for the management, the operations and the investment decisions made by the Advisor. Mantle Ridge provides investment advisory services to private funds (each a “Fund” and collectively, the “Funds”) and may in the future advise separately managed accounts (the “Managed Accounts” and, collectively with the Funds, the “Clients”). Mantle Ridge provides investment management services to its Clients pursuant to investment guidelines within the relevant organizational documents, limited partnership agreements, investment management agreements, offering memoranda and/or subscription agreements, as the case may be (each an “Offering Document”, and collectively, the “Offering Documents”). Mantle Ridge does not tailor its services to the individual Fund investors or provide investors with the right to specify, restrict, or influence the Funds’ investment objectives or any investment or trading decisions. As of December 31, 2025, Mantle Ridge’s regulatory assets under management (“RAUM”) were $5,348,830,341, all managed on a discretionary basis.

The Advisor and its affiliates offer interests in the Funds only to qualified purchasers, as such term is defined in section 2(a)(51)(A) of the Investment Company Act of 1940, and receives a management fee and performance based compensation from Clients. Such compensation arrangements are set forth in the Offering Documents. As set forth in the Offering Documents, fees and compensation paid to the Advisor or its affiliates by the Funds are generally deducted from the assets of the Funds; management fees are generally deducted on a quarterly basis and performance-based compensation is crystalized and deducted at the times set forth in the Offering Documents, such as annually and when an investor redeems. The Advisor or its affiliates may waive, reduce, or calculate differently the management fees and performance-based compensation for certain investors or Clients, including members, employees and affiliates of the Advisor. Additional Fees and Expenses In addition to the fees and compensation described above, each Client will bear its share of expenses determined to be allocable to such Client on a basis that the Advisor deems to be fair and equitable, as more fully described in the applicable Offering Documents. Where an expense relates to multiple Clients, it will generally be allocated between such Clients pro rata based on capital commitments, invested capital, available capital or other metrics as determined by the Advisor in their sole discretion. Any such methodology (including the choice thereof) involves inherent conflicts and will, in certain circumstances, not result in perfect attribution and allocation of expenses. Fees and expenses may, in the discretion of the Advisor, alternately be allocated on a basis that the Advisor deems to be fair and equitable. Such expenses may include, but are not limited to, the legal and other organizational expenses incurred in the formation of the Funds, including all expenses relating to the offer and sale of interests, investment-related expenses (e.g., brokerage commissions, clearing and settlement charges, custodial fees, interest expenses, initial and variation margin, broken deal expenses and other transactional charges, fees or costs, investment-related travel and lodging expenses (which may, on occasion, include travel by way of non-commercial planes at the available charter rate, for employees of the Advisor and third parties, as reasonably necessary in

the Advisor’s discretion), consulting, advisory, investment banking, valuation and other professional fees relating to particular investments or contemplated investments, fees and other compensation paid to third parties that provide hedging services (whether charged as fixed fees (such as retainers) and/or performance-based fees and allocations, in the form of cash, options, warrants, stock, stock appreciation rights or otherwise and irrespective of whether such third parties are engaged by the Funds and/or its affiliates in a dedicated or exclusive capacity), research-related expenses, including, without limitation, news and quotation equipment and services, market data services, fees to third-party providers of research and/or portfolio risk management services), legal expenses (including with respect to litigation and threatened litigation, if any, or other governmental or regulatory investigations of the Fund), any expenses associated with regulatory filings made in connection with the Funds’ operations and portfolio holdings (e.g., filings with the Securities and Exchange Commission (the “SEC”) or the U.S. Federal Trade Commission, including Form PF (but excluding the preparation of Form ADV)), costs relating to communications with investors (including maintenance of the website for the benefit of investors), accounting, audit and tax advice and preparation expenses (including preparation costs of financial statements, tax returns, reports to the Investors and schedule K-1s, if applicable), accounting software, printing and mailing costs, market information systems and computer software and information expenses, fees of pricing services, valuation firms and financial modeling services, the costs and expenses of thirdparty risk management products and services (including, without limitation, the costs of risk management software or database packages), insurance costs (including, without limitation, directors’ and officers’ liability or other similar insurance policies, errors and omissions insurance and other similar policies for the benefit of the Funds), filing and registration fees (e.g., blue sky and corporate filing fees and expenses), fees of the administrator, fees of the independent client committee (if applicable), the Management Fee, any extraordinary expenses (including indemnification or litigation expenses and any judgments or settlements paid in connection therewith), all other costs and expenses arising out of the Funds’ indemnification obligations, any and all taxes (including entitylevel taxes) and governmental fees or other charges payable by or with respect to or levied against the Fund, its investments, or to federal, state or other governmental agencies, domestic or foreign, including real estate, stamp or other transfer taxes and expenses related to complying with (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of

1986, as amended and any associated legislation, regulations or guidance, including any intergovernmental agreements entered into thereunder, and any other similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement similar financial account information reporting and/or withholding tax regimes; (ii) the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters – the Common Reporting Standard and any associated guidance; (iii) any intergovernmental agreement, treaty, regulation, guidance, standard or other agreement between the Cayman Islands (or any Cayman Islands government body) and any other jurisdiction (including any government bodies in such jurisdiction), entered into in order to comply with, facilitate, supplement or implement the legislation, regulations, guidance or standards described in sub-paragraphs (i) and (ii); and (iv) any legislation, regulations or guidance that give effect to the matters outlined in the preceding sub-paragraphs (“FATCA”), wind-up and liquidation expenses and other similar expenses related to the Fund. For the avoidance of doubt, “similar expenses” refers to any expenses that are similar in type and nature to the expenses described in the previous sentence, and any expenses determined by the Advisor to be primarily related to providing the proper (technological and other) infrastructure for the Advisor in connection with the Funds’ investments and operations; for instance, fees and expenses relating to the installation, servicing and maintenance of, and consulting with respect to, information technology items that primarily serve the Advisor’s investment and accounting professionals in connection with the Funds’ investments. As another example, Directive 2011/16/EU on Alternative Investment Fund Managers (the “AIFMD”) specifies that “similar expenses” borne by the Fund could include expenses relating to the offering and sale of interests in compliance with the AIFMD. From time to time, the Advisor negotiates success fee arrangements with service providers. Such fees are payable only upon the occurrence of agreed upon events or outcomes, are paid in addition with the other transaction expenses incurred by a Fund’s investment. Service providers receiving such success fees are expected to include, among others, law firms, consulting firms and proxy advisory firms. There can be no assurance that a success fee arrangement will be the lowest-cost option or offer the highest discount to the Funds because other factors or considerations typically prevail over cost. In some circumstances, the Advisor may receive better terms from a success

fee arrangement than from an hourly, fixed-fee or cost-plus arrangement. In other cases, these terms may be worse. In addition, the Advisor and its personnel from time to time receive certain benefits and perquisites arising or resulting from their activities on behalf of the Funds, which do not reduce management fees and are not otherwise shared with the Funds, investors or the Funds’ investments. Such benefits will inure exclusively to the Advisor or its personnel receiving them, even if they are significant or difficult to value and even though the cost of the underlying service is borne as an expense by the relevant Fund. For example, expenses incurred in connection with airline travel or hotel stays typically result in “miles” or “points” or credit in loyalty programs and such benefits are likely to inure exclusively to the Advisor or such personnel even though the cost of the underlying service is borne by the Funds or the Funds’ investments. Similarly, the volume of work that service providers receive from the Advisor, which include those from the Funds and the Funds’ investments, may result in discounts for such services from which the Advisor will benefit, while the Funds or their investments will not be able to benefit from certain discounts that apply to the Advisor. The potential to receive such discounts could provide an incentive for the Advisor to cause a Fund or an investment to enter into transactions that would not have otherwise been entered into in the absence of these arrangements and benefits. The Funds and the Advisor have, and may in the future, engage a range of advisors and consultants in preparation of proxy solicitation contests. To provide an additional incentive for such advisors and consultants to help achieve a successful outcome in any such proxy solicitation contest, certain of such advisors and consultants have been, and may be in the future, compensated based on the success of such proxy solicitation contest. Such compensation may exceed (or fall short of) the standard rates charged by such advisors and consultants. Such compensation is an expense of the applicable Fund. The Funds will bear any costs (including legal costs) associated with proxy solicitation contests, the preparation of any letters with respect to plans and proposals regarding management, ownership and capital structure of a target issuer (and related anti-trust or other regulatory filings) by the Advisor in connection with the Funds’ investments, any compensation paid to individuals considered for nomination,

nominated and/or appointed, at the Funds’ request, to the board of a target issuer (including any compensation paid in relation to serving in such capacity) and any related expenses (such as proxy solicitors, public relations experts, costs associated with “white papers,” lobbying organizations to the extent reasonably determined by the Advisor to be employed in connection with investments or prospective investments of the Fund in the target issuer and public presentations). All or a portion of any brokerage and research related expenses, whether incurred by the Advisor or the Clients, may be paid for using soft dollars generated by the Clients. To the extent that expenses to be borne by the Clients are paid by the Advisor, the Clients will reimburse the Advisor for such expenses.

employing concentrated, research-intensive and value-oriented investment strategies with the willingness to use activism or otherwise effect change that increases the value of its investments. The Advisor will generally have a multi-year view of potential value creation of its investments. In addition to making investments or otherwise gaining exposure to target issuers, the Advisor may employ instruments or vehicles that offer hedged or levered exposure to those issuers. Additionally, the Advisor may invest in cash equivalents, money market funds, U.S. Treasury bonds and similar instruments, and/or purchase or enter into hedging instruments or derivative instruments and contracts including without limitation swaps, futures, forwards, options and other arrangements. The Advisor may use leverage for any purpose, without limitation, to finance the purchase of investments and/or its operations and/or in order to make distributions to investors. Hedging programs may include individual equity securities, swaps, options, other derivatives, exchange traded indices, and/or dynamic custom baskets or indices that are managed directly by Mr. Hilal or third parties. B.

Material, Significant or Unusual Risks Relating to Investment Strategies The following risk factors do not purport to be a complete list or

explanation of the risks involved in an investment in the Funds advised by the Advisor. These risk factors include only those risks the Advisor believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Advisor. Additional risks and uncertainties not currently known to the Advisor or that the Advisor currently believes to be immaterial may also materially and adversely affect the Advisor’s investment strategies and the value of investments in the Funds. Please refer to the Offering Documents for a more complete description of the risk factors applicable to an investment in the Funds.

Investment Strategy and Investment Risks Risks of Investments Generally – All investments risk the loss of capital. No guarantee or representation is made that any Fund’s investment program will be successful. The Funds’ investment objective is to create significant capital appreciation, which the Advisor is expected to pursue with respect to certain Funds by investing in (or otherwise being exposed to the value of securities issued by) certain public companies identified by the Advisor, and by seeking to effect positive change to the target companies by influencing such company’s organizational priorities, business, operations and/or capital structure. For defensive and other purposes, the Funds may invest in cash equivalents, money market funds, U.S. Treasury bonds and similar instruments, and/or purchase or enter into hedging instruments. The Funds’ investment programs may involve, without limitation, risks associated with no diversification and high concentration, leverage, investments in speculative assets and the use of speculative investment strategies and techniques, systems risks and other risks inherent in the Funds’ activities.

For the avoidance of doubt and utmost transparency, the Advisor may

determine to invest only in securities issued by, or instruments the reference asset for which is, a single public company. In addition, the Funds’ investments may be materially and adversely affected by conditions in the financial markets and overall economic conditions occurring globally, and in particular markets where the Funds may invest their assets. The Funds do not intend to attempt to minimize such risks and may not manage risk in the traditional sense. Potential Loss of Capital – Investors may lose all, or substantially all, of their investment in the Funds. Investments are exposed to the risk of the loss of capital. The prices of such securities or instruments in which the Funds invest may be volatile, and market movements as they relate to such securities or instruments are difficult to predict. No guarantee or representation is made that any Fund’s investment strategy will be successful. In addition, the Funds may utilize such investment techniques as securities lending, investments in non-marketable securities, uncovered option transactions, forward transactions, futures and options on futures transactions, and a non-diversified, highly concentrated portfolio, among others, which could under certain circumstances magnify the impact of any adverse market or investment developments.

Highly Concentrated Investment – In pursuit of a Fund’s investment strategy, the Advisor may invest nearly all of such Fund’s capital in securities issued by, or instruments the reference asset for which is, a single public company. Therefore, a Fund may be much more susceptible to fluctuations in value resulting from adverse economic conditions affecting the performance of such company (for instance, conditions affecting the sector in which such company operates or the geographic area in which its activity is focused) than a less concentrated (and leveraged) portfolio would be. Any such Fund’s investment technique may increase the volatility of investment results over time. Additionally, a decline in the value of the securities of such company could have a material adverse impact on such Fund’s assets, and, in turn, the value of any investment in such Fund. Since such Fund may invest only in the securities of a single public company, the investment results of such Fund may be more "binary" in nature than most other strategies. Although it may at times choose to do so, the Advisor is under no obligation to hedge such Fund’s position to mitigate these risks. Activist Investor – Activist investment strategies may not be successful and may result in significant costs and expenses. The Advisor is expected to pursue an activist role with respect to certain target companies and may seek to effectuate corporate changes with respect to such companies.

The costs in time, resources and capital

involved in such investments depend on circumstances, which are only in part within the Advisor’s control, and may be significant, particularly if litigation against the Funds and/or the Advisor ensues. In addition, the expenses associated with such investment strategy, including potential litigation or other transactional costs, such as the costs associated with proxy contests, SEC (or similar regulatory authority) filings, audits and inquiries, and the costs (including incentive compensation and potential indemnification costs) of having certain individuals be the nominees for or serve on the boards of directors of target issuers, at the Funds’ request, will be borne by the Funds. Such expenses may reduce returns or result in losses. The Funds may invest in, or may otherwise be exposed to, a single issuer. The success of a Fund’s investment strategy with respect to such issuer may require, among other things: (i) that the securities of such issuer prove to be undervalued such that prices can be improved, including through the Advisor’s actions; (ii) that such Fund acquire sufficient securities of, or other exposure to, such issuer at a sufficiently attractive

price; (iii) that such Fund avoid, or otherwise manage, triggering anti-takeover and regulatory obstacles while accumulating its position; (iv) that management of such issuer and other security holders respond positively to the Advisor’s actions; and (v) that the market price of such issuer’s securities increases in response to any actions taken by such issuer. None of the foregoing can be assured to succeed. Activist strategies employed in respect of the Funds’ investments may prove ineffective for a variety of reasons, including: (i) opposition of the management, board and/or shareholders of a target company, which may result in litigation and may erode, rather than increase, shareholder value; (ii) intervention of one or more governmental agencies; (iii) efforts by a target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) market conditions resulting in material changes in securities prices; (v) the presence of corporate governance mechanisms such as staggered boards, poison pills and classes of shares with increased voting rights; and (vi) the necessity for compliance with applicable securities laws. In addition, opponents of a proposed corporate governance change may seek to involve regulatory agencies in investigating the transaction or the Funds, and such regulatory agencies may independently investigate the participants in a transaction, including the Funds, as to compliance with securities or other law. Furthermore, successful execution of such strategy may depend on the active cooperation of shareholders and others with an interest in the target company. Some shareholders may have interests which diverge significantly from those of the Funds and some of those parties may be indifferent to the proposed changes. Moreover, securities of a company that the Advisor believes are fundamentally underpriced or incorrectly priced may not ultimately be valued in the capital markets at prices and/or within the timeframe the Advisor anticipates, even if such strategy is successfully implemented. Even if the prices for a company’s securities increase, no guarantee can be made that there will be sufficient liquidity in the markets to allow the Funds to dispose of all or any of their securities therein or to realize any increase in the price of such securities. Investment Analysis – When assessing the investment opportunities, the Advisor will rely on resources that may provide limited or incomplete information. In particular, the Advisor will rely on publicly available information and data filed with various government regulators. Although the Advisor expects that it will evaluate

information and data as it deems appropriate and will seek independent corroboration when reasonably available, the Advisor will not evaluate all publicly available information and data and will not be in a position to confirm the completeness, genuineness or accuracy of the information and data that it will evaluate. As a result, there can be no assurance that the due diligence exercise carried out by the Advisor will reveal or highlight all relevant facts that may be necessary or helpful in evaluating the investment opportunities. Any failure to have identified the relevant facts may result in an inappropriate investment decision, which may have a material adverse effect on the value of any investment in the Funds. “Insider” Relationship With a Target Company’s Affairs – The Funds may participate substantially in the affairs of a target company, which may result in the Funds’ inability to purchase or sell the securities of such target company. The Funds may substantially participate in or influence the conduct of affairs or management of a target company. Members, partners, officers, managers, employees or affiliates of the Advisor and its affiliates or designees may serve as directors of, or in a similar capacity with, a target company. In the event that material non-public information is obtained with respect to a target company or the Funds become subject to trading restrictions pursuant to the internal trading policies of a target company or as a result of applicable law or regulations, the Funds may be prohibited for a period of time (“blackout periods”) from purchasing or selling the securities of a target company, and as a result be prevented from increasing their exposure (or maintaining their relative ownership stake, in the case additional securities are issued by such target company) to an investment position which appreciates, or divesting from or exiting an investment position which decreases in value. Any such restrictions may have a significant adverse effect on the Funds and the value of any investment in the Funds. Control of a Target Company – The Funds may take a controlling stake in a target company. This may involve a number of risks, such as the risk of liability for environmental damage, product defect, failure to supervise management, violation of governmental regulations and other types of liability in which the limited liability characteristic of business operations may be ignored. In addition, in connection with the disposition of the investment in such target company, the Funds may make

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The Advisor provides investment advisory services to Clients that are pooled investment vehicles.

Investors in the Funds may include high net worth

individuals, pension funds and profit sharing plans, trusts, charitable organizations, institutions, endowments, fund of hedge funds, foreign sovereign wealth funds and other entities. Investors in the Funds must meet certain suitability requirements (i.e., “qualified purchaser”), as set forth in the applicable Offering Documents. The Funds require minimum initial subscriptions from their investors, but may accept lower subscription amounts in the sole discretion of the Advisor.

The Advisor or its affiliates will receive performance-based compensation deducted from Clients’ accounts consistent with fees typical in the industry based on net capital appreciation of the Clients’ assets (or other metric as set forth in the Offering Documents). Additional information regarding such compensation arrangements will be set forth in the relevant Offering Documents. The Advisor or its affiliates may waive, reduce, or calculate differently the performance-based compensation for certain investors or Clients, including members, employees and affiliates of the Advisor. As a result, the Advisor and its affiliates may have an incentive to allocate limited investment opportunities to the Clients from whom the greatest performance-based fees may be earned. To the extent that a conflict arises the Advisor has developed an allocation policy that addresses such conflicts of interest.

The Advisor and its employees do not have any relationships or arrangements with other financial services companies that pose material conflicts of interest.

Personal Trading Code of Ethics The Advisor has adopted a code of ethics (the “Code of Ethics”), which is designed to ensure that it conducts its business in accordance with all applicable laws and regulations and in an ethical and professional manner. The Code of Ethics applies to all employees of the Advisor and obligates employees to put the interests of the Clients first. In this regard, the Advisor has developed policies and procedures in the Code of Ethics that are premised on the fundamental principles of openness, integrity, honesty and trust. Employees are provided with a copy of the Code of Ethics and are required to certify their compliance on a periodic basis. The Advisor will provide a copy of the Code of Ethics to any Client or prospective Client upon request. Personal Trading Under the Code of Ethics, employees (and members of their immediate households) are not permitted to invest in single name equity securities, options on equities, bonds, futures or commodities and must obtain written pre-approval from the CCO prior to executing a sell order in any such holdings that they may have previously owned. Investments in mutual funds and broad based market ETFs do not require preapproval. The spirit of the Code of Ethics is to discourage frequent trading in employee personal accounts. In addition, employees are prohibited from participating in any initial public offering, including SPACs, and must obtain written pre-approval from the CCO to buy or sell securities in a private placement. Employees must also obtain written preapproval from the CCO before engaging in any outside business activities. When the activities of the CCO require pre-approval, that written pre-approval must be obtained from the Principal Owner. All employees must provide duplicate copies of brokerage statements to the CCO. These records are used to monitor compliance with the foregoing policies.

Selection of Brokers It is the Advisor’s policy to place trades for the Funds with broker-dealers on the basis of seeking best execution which may take into account a number of factors, including, but not limited to: confidentiality; price quotes; the size of the transaction and ability to find liquidity; timeliness of execution; the availability of financing; the financial stability and reputation of a broker-dealer; the broker-dealer’s expertise in the specific financial instrument or sector in which the Funds seek to trade; the broker-dealer’s skill in positioning the financial instruments involved; the value of research, brokerage and other services provided; the responsiveness of a broker-dealer; a broker-dealer’s financial resources; and other factors deemed appropriate by the Advisor. The Advisor may, but need not, solicit competitive bids and does not have an obligation to execute trades solely based on the lowest available commission cost or spread. Research and Other Soft Dollar Benefits The Advisor may enter into soft dollar and/or commission-sharing arrangements with brokers. However, at the present time, Mantle Ridge has not entered into any formal soft dollar or commission-sharing arrangements. Soft dollar arrangements arise when an investment adviser obtains certain investment research or brokerage products and services, other than securities execution, from a broker in return for directing Client securities transactions to the broker. Soft dollar arrangements may pose a conflict of interest for the Advisor in that such arrangements may allow the Advisor to pay with Client commissions expenses that would otherwise be borne by the Advisor. If the Advisor uses Client brokerage commissions (or certain permissible markups or markdowns) to obtain research or other products or services, it will receive a benefit because it will not have to produce or pay for the research, products or services. The Advisor may have an incentive to select a broker based on the Advisor’s interest in receiving the research or other products or services offered by such broker, rather than on Clients’ interests in receiving most favorable execution. To the extent that it engages in soft dollar transactions, the Advisor will comply 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 Clients, and, subject to its duty to obtain best execution, the Advisor may consider the value of research and brokerage products and services provided by such brokers. Research may include, among other things, proprietary research from brokers, which may be written or oral, databases and quotation services, 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 the Advisor 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 Clients and not exclusively in connection with the management of the Clients that generated the particular soft dollar credits. When a product or service obtained with Client commission dollars provides both research and non-research assistance to the Advisor, the Advisor will make a reasonable allocation of the cost which may be paid with Client commission dollars. The Advisor executes securities transactions on behalf of Clients with broker-dealers that provide the Advisor with access to proprietary research reports (such as standard investment research and credit reports). To the Advisor’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 the Advisor on an unsolicited basis and without regard to the rates of commissions charged or paid by Clients or the volume of business that the Advisor directs to such broker-dealers. Capital Introduction From time to time, brokers (including the prime brokers) may assist the Advisor in raising additional capital from investors. Additionally, brokers may provide

capital introduction and marketing assistance services, and representatives of the Advisor may speak at conferences and programs sponsored by the brokers, for investors interested in investing in private investment funds. Through such events, prospective investors in the Funds may encounter representatives of the Advisor. Brokers may also provide other services, including, without limitation, consulting services relating to technology and office space. Although neither the Advisor nor the Funds compensate brokers for such assistance, events or services, or for any investments ultimately made by prospective investors attending such events, such activities may influence the Advisor in deciding whether to use such brokers in connection with brokerage, financing and other activities of the Funds. Subject to its obligation to seek best execution, the Advisor may consider referrals of investors to the Funds in determining its selection of brokers. However, the Advisor will not commit to an investor or a broker to allocate a particular amount of brokerage in any such situation. Aggregation of Orders and Average Pricing If the Advisor determines that the purchase or sale of a security is appropriate with regard to multiple Clients, the Advisor may, but will not be obligated to, purchase or sell such a security on behalf of such clients with an aggregated order that is consistent with applicable regulatory requirements. When an aggregated order is filled in its entirety, each participating Client, including a Fund, will receive the average price, with transaction costs generally allocated pro rata based on each client’s participation in the order. When an aggregated order is only partially filled, the securities purchased are allocated on a pro rata basis to each Client participating in the aggregated order based upon the initial amount requested for the Client, subject to certain exceptions, and each participating Client participates at the average share price for each aggregated order.

Other than the products and services that the Advisor may receive from brokers and dealers (described above under Item 12), the Advisor does not currently and does not expect to receive any economic benefits from third parties in connection with the provision of investment advice to Clients. Additionally, other than considerations regarding capital introduction programs (described above under Item 12), the Advisor does not currently and does not plan on directly or indirectly compensating any person for investor referrals.

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

Reviews Positions held by the Clients will be continuously monitored by the employees of the Advisor. Each Fund is reviewed in the context of its stated objectives and guidelines including, without limitation, a review of portfolio positions, the extent to which the Funds hold securities of an individual issuer or in a specific market or country, trading procedures, and overall best execution. Reports Investors in the Funds will receive an annual report containing audited financial information, capital account statements from the Fund’s administrator at least quarterly, and annual tax information needed to prepare income tax returns.

The Advisor complies with the requirements of the Rule 206(4)-2 of the Advisers Act with regards to the Advisor’s custody of the Funds’ assets. Pursuant to Rule 206(4)-2 of the Advisers Act, the Advisor maintains compliance by ensuring that: (i)

Each Fund is subject to audit at least annually conducted in accordance with U.S. Generally Accepted Auditing Standards by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board.

(ii)

Each Fund’s audited financial statements are prepared in accordance with generally accepted accounting principles and are distributed to all investors within 120 days of the end of its fiscal year.

The Advisor and its affiliates have discretionary authority to manage each of the Funds pursuant to an investment management agreement.

The investment

management agreements between each of the Funds and the Advisor allow the Advisor to exercise full discretionary authority subject to the investment guidelines as described in the Offering Documents of the relevant Fund.

An investment adviser with proxy voting authority has a duty to monitor corporate events and to vote proxies, as well as a duty to cast votes in the best interest of clients and not subrogate client interests to its own interests. Rule 206(4)-6 under the Advisers Act places specific requirements on registered investment advisers with proxy voting authority. Because the Advisor has discretionary authority over the securities held by its clients, the Advisor is viewed as having proxy voting authority. Accordingly, the Advisor is subject to Rule 206(4)-6. To meet its obligations under the rule, the Advisor has adopted written proxy voting policies and procedures, which are designed to ensure that the Advisor votes proxies in the best interest of each Client and addresses how the Advisor will resolve any conflict of interest that may arise when voting proxies. The general policy of the Advisor is to vote proxy proposals, amendments, consents or resolutions relating to client securities, if any (collectively, “proxies”), in a manner that serves the best interests of the Funds, as determined by the Advisor in its discretion, and taking into account all relevant facts and circumstances at the time of the vote, including, but not limited to: (1) maximizing the economic value of the relevant Client’s holdings; (2) the anticipated costs and benefits associated with the proposal; (3) the effect on liquidity; (4) customary industry and business practices; (5) the relevant Client’s investment horizon and (6) contractual obligations under the relevant advisory agreements or governing documents. It is the Advisor’s general policy to vote or give consent on all matters presented to security holders in any proxy vote. However, the Advisor may abstain on any particular vote or otherwise withhold its vote or consent on any matter if, in the judgment of the Advisor, the costs associated with voting such vote outweigh the benefits to the relevant Client or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Client. Clients will bear any costs (including legal costs) associated with proxy solicitation contests, the preparation of any letters with respect to plans and proposals regarding management, ownership and capital structure of a target issuer (and related anti-trust or other regulatory filings) by the Advisor in connection with Clients’ investments, any compensation paid to individuals considered for nomination, nominated and/or appointed, at Clients’ request, to the board of a target issuer

(including any compensation paid in relation to serving in such capacity) and any related expenses (such as proxy solicitors, public relations experts, costs associated with “white papers,” lobbying organizations to the extent reasonably determined by the Advisor to be employed in connection with investments or prospective investments of a Client in the target issuer and public presentations). Conflicts of interest may arise between the interests of the Funds on the one hand and the Advisor or its affiliates on the other hand. Such conflicts of interest may be particularly acute in certain cases given the significant positions the Funds may acquire in the issuers in which they invest. For example, such significant positions are likely to strengthen the relationship between the Advisor and the management of such issuers, as would pre-existing relationships between the Advisor and management such as would be the case if management were previously consultants to the Advisor as described in “Use of Consultants” in Item 8. To the extent such a conflict is identified, the CCO will review the vote under consideration and seek to resolve the conflict in a way the CCO believes to be in the relevant Client’s best interests. If the CCO is unable to determine how the Advisor should vote the proxy, the Advisor will, at its own expense, engage an outside proxy voting service or consultant to make a recommendation. The CCO will retain documentation of the proxy voting service or consultant’s recommendation and will vote the proxies in accordance with that recommendation. Investors may obtain, upon request, a copy of the Advisor’s proxy voting policies and/or information regarding how the Advisor voted proxies for particular portfolio companies by contacting the Advisor at the address or telephone number listed on the first page of this brochure.

The Advisor is not required to include a balance sheet for its most recent fiscal year, since it does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Further, Mantle Ridge is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients and has not been the subject of a bankruptcy proceeding.