MASON CAPITAL MANAGEMENT LLC

Mason is a Delaware limited liability company established in July 2000 by Michael E. Martino and Kenneth M. Garschina, who are the owners of Mason. Mason’s offices are located in New York, New York. Mason provides investment management services on a discretionary basis to privately offered investment vehicles, and from time to time may also provide investment management services to one or more separately managed accounts. As of December 31, 2025, Mason had regulatory assets under management of $2,237,452,495, of which Mason managed $1,728,296,362 on a discretionary basis. Mason manages three private fund structures (together, the “Mason Funds” or the “Funds”): (1) a master-feeder fund structure comprised of two feeder funds – Mason Capital, L.P., a Delaware limited partnership (the “Onshore Fund”) and Mason Capital, Ltd., a Cayman Islands exempted company (the “Offshore Fund”) – which invest their assets in Mason Capital Master Fund, L.P. (the “Master Fund”), a Cayman Islands exempted limited partnership registered under the Exempted Limited Partnership Law (as revised) that generally invests in event-driven investment opportunities (the Master Fund, the Onshore Fund and the Offshore Fund collectively will be referred to as the “Event Funds”); (2) Mason Capital SPV III, LLC, a co-investment vehicle that invests in certain specifically enumerated municipal debt securities (the “SPV”); and (3) Jett Texas Company LLC, a coinvestment vehicle that invests alongside the Event Funds in the equity of a specifically enumerated privately held company (“Jett Texas”). In the future, Mason may provide investment advice to other private funds and/or separately managed accounts for non-retail institutional investors (collectively, with the Mason Funds, “Mason Clients” or “Clients”). The Funds will be managed in accordance with their own investment and trading objectives, as described in their offering documents and governing agreements. Mason does not permit investors in the Funds to impose limitations on the investment activities described in such documents. Under certain circumstances, Mason may contract with a Client to adhere to limited risk and/or operating guidelines imposed by that Client. Mason would negotiate such arrangements on a case-by-case basis. (See Item 16 –Investment Discretion). Mason Management LLC (the “General Partner”), a Delaware limited liability company, is the general partner of the Onshore Fund and the Master Fund, and the managing member of Jett Texas. Michael Martino and Kenneth Garschina are the managing members of the General Partner. The General Partner is responsible for managing the Master Fund’s affairs and has delegated responsibility for certain management and administrative services to the Investment Manager. Mason does not participate in a wrap fee program. The Event Funds The vast majority of Mason’s assets under management are invested in the Event Funds. In managing the Event Funds, Mason’s principal investment objective is to achieve attractive capital appreciation over time, relatively independent of the returns of the overall equity and debt markets, by the use of a variety of investment strategies as Mason, in its discretion, chooses, but principally by employing four event-driven investment strategies: merger arbitrage, distressed securities, credit opportunities and special situations. Mason uses its experience and knowledge to select, opportunistically, those investments in these four areas which it believes will generate attractive risk-adjusted returns. Mason, as the investment manager, may, in its sole discretion, use

other investment techniques and strategies which may, in its sole opinion, generate additional capital appreciation with an acceptable level of risk. There is no guarantee that these objectives will be met. In efforts to achieve its investment objectives, Mason trades a variety of instruments, including, but not limited to common stock and other equities and options related thereto, derivative and convertible securities, debt instruments, warrants, forward and futures contracts, and other instruments. Mason, in its capacity as investment manager, generally bases its investment decisions on both internally generated research and research obtained from outside sources. It evaluates the downside/upside potential as well as, in the case of securities subject to extraordinary corporate activity, the probability of completion of each transaction in order to calculate the expected return. It may use trading strategies to minimize its loss exposure in specific situations. The SPV Prior to 2025, the SPV was a co-investment vehicle designed to invest in certain municipal debt securities specifically enumerated in the SPV’s Operating Agreement and the investors in the SPV were Michael Martino and Kenneth Garschina. In 2025, the SPV liquidated its remaining assets and redeemed all funds to Mr. Martino and Mr. Garschina. The Investment Manager thereafter reorganized the SPV to pursue a different investment strategy on behalf of a new outside investor base which involves investing in the equity securities of a specific company identified in the SPV’s amended and restated operating agreement. Jett Texas As noted above, Jett Texas is a co-investment vehicle designed to invest alongside the Master Fund in the equity of a specified wholly owned private engineering, procurement and construction company operating primarily in the oil and gas sector. The General Partner acts as the managing member of Jett Texas. Michael Martino serves as Executive Chairman of the Board of Directors of the subject wholly owned private company. Mason reserves the right to revise and/or add to its existing strategies, and/or implement additional strategies, as it sees fit in its role as Investment Manager for the Mason Funds.

The Event Funds The Investment Manager generally receives a management fee in advance from the Event Funds at the beginning of each quarter to cover the Event Funds’ respective operating expenses and for the investment advisory and administrative services that it provides to the Event Funds. Mason deducts any management fee payable by the Event Funds from such Funds’ assets and charges allocable portions to each investor in such Funds. Management fees range between 1% and 2% per annum. Investors are generally subject to an incentive allocation/performance-based fee calculated on the performance of each Fund, as described in each Fund’s private placement memorandum (each, a “PPM”). Any performance-based compensation is generally deducted from an investor’s account at the end of each fiscal year and is subject to a “high water mark”/loss carry-forward provision. Any performance compensation charged by Mason is in compliance with Section 205 of the Investment Advisers Act of 1940, as amended, and any applicable rules thereunder. Some investors have been granted, upon specific request, accommodations in addition to the standard fee structures described in the PPMs. Any accommodations are considered on a case-by-case basis, and in the sole discretion of Mason. As set forth more fully in each Event Funds’ PPM, the Event Funds will bear their own expenses including, without limitation, (i) fees and expenses of the Event Funds’ administrator (the “Administrator”) and other third parties providing legal, accounting, auditing, administrative, filing, recordkeeping, tax preparation, valuation, custodial, and regulatory compliance services, (ii) regulatory reporting and compliance costs relating to the Event Funds, such as filing fees and expenses relating to Form PF and Section 13 filings and other regulatory filing fees associated with the Event Funds’ operations and investments, (iii) interest on the Event Funds’ borrowings (on margin or otherwise), (iv) costs and expenses associated with negotiating and entering into contracts and arrangements in the ordinary course of the Event Funds’ business, (v) costs and expenses incurred for the purpose of protecting, recovering or enhancing the value of the Event Funds’ assets (including the costs of instituting or defending lawsuits), (vi) costs and expenses of communicating with shareholders and prospective subscribers, including costs of preparing and mailing reports and notices, (vii) costs and expenses associated with registering the Event Funds’ restricted securities, (viii) transaction costs and expenses related to the research, due diligence, and monitoring of the Event Funds’ investments and proposed investments (whether or not consummated), and the purchase, sale or transmittal of the Event Funds’ investments (including fees and expenses related to obtaining research and market data (and any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data), such as fees and expenses related to the use of Bloomberg terminals by Mason’s investment professionals and investment support staff, due diligence expenses including consulting and appraisal fees, brokerage commissions, clearing and settlement charges, option premiums, borrowing charges on securities sold short, exchange fees, investment/research-related travel and travel related expenses, custodial, bank service and other service fees, and other expenses), (ix) systems and technology expenses including, without limitation, investment-related systems and accounting, operations, risk and valuation systems and technology to the extent that they support proprietary or vendor supplied investment and/or research-related systems and processes, such expenses to include, for the avoidance of doubt, the fees and expenses of consultants providing the foregoing and the cost of obtaining and storing data required for such systems and technology, (x) insurance expenses, including premiums for cybersecurity insurance and liability insurance covering the General Partner, the Investment Manager, their respective members, partners, officers and employees, and each member of the directors, (xi) fees and expenses (including director registration fees) of the Event Funds’ directors, (xii) withholding and transfer fees, (xiii) taxes, and (xiv) extraordinary expenses, including indemnification

expenses, fees and expenses incurred in connection with any tax audit by any taxing authority, including any related administrative settlement and judicial review, and the fees and expenses incurred in connection with the reorganization, termination, winding-up and dissolution of the Event Funds. The Event Funds are also responsible for the Management Fee. The Investment Manager (or its affiliates) will bear the expenses associated with, among other things, its own (i) office facilities and utilities, (ii) clerical, bookkeeping and recordkeeping services at such office facilities, (iii) communications equipment and services including telephone and facsimile facilities, and news and quotation services, (iv) computer hardware and software, and (v) personnel. The Investment Manager is authorized to incur and is entitled to be reimbursed by the Event Funds for all costs and expenses it incurs on behalf of the Event Funds or for the benefit of the Event Funds. The SPV Investors in the SPV pay the Investment Manager a management fee in advance at the beginning of each quarter to cover the SPV’s operating expenses and for the investment advisory and administrative services that it provides to the SPV. Mason deducts any such management fee payable from the SPV’s assets and charges allocable portions to each outside investor in the SPV. The management fee charged is 1% per annum. SPV investors are also subject to an incentive allocation/performance-based fee calculated on the performance of the SPV, as described in the SPV’s amended and restated operating agreement. As set forth more fully in the SPV’s amended and restated operating agreement, the SPV is generally responsible for expenses incurred in the operation of the SPV, including, but not limited to expenses incurred in the buying, selling and holding of securities, as well as expenses related to the SPV’s fund administration, legal, accounting and tax related services. Jett Texas Investors in Jett Texas are not directly charged a fee in connection with Jett Texas’ investment in the underlying portfolio company but will indirectly bear a pro rata portion of the fee and expense reimbursements received by the General Partner or its affiliates from the underlying portfolio company. As set forth more fully in Jett Texas’ operating agreement, the Investment Manager entered into a Management Services Agreement with the portfolio company pursuant to which the General Partner or its designated affiliate received an award of additional equity in the portfolio company under the management incentive plan established by the portfolio company’s Board of Directors to provide incentives to employees and/or management of the portfolio company. The Jett Texas operating agreement and the Management Services Agreement each also provide that certain expenses incurred by the General Partner in managing Jett Texas’ day-to-day affairs, or by the Investment Manager in providing services to the portfolio company, are reimbursable by the portfolio company or its affiliates. The Event Funds are not charged any additional fees with respect to the Event Funds’ investment in the underlying portfolio company but will indirectly bear a pro rata portion of any expenses reimbursed to the General Partner or the Investment Manager by the portfolio company or its affiliates. Investors in any future classes of Mason Funds, or investors in Clients that Mason may advise in the future may bear different fees and expenses than those described above. For example, Mason may, from time to time,

provide investment management services to other co-investment vehicles or separately managed accounts with the same or different fee structures to the Funds.

Other Expenses Mason may also allocate a portion of certain Clients’ capital to money market funds or exchange-traded funds. In addition to the fees and expenses discussed above, Clients will indirectly incur similar fees and expenses if Mason invests their capital in such funds, as these funds in turn pay similar fees and expenses to their investment managers and other service providers. For a more detailed discussion of brokerage and transaction costs, see Item 12 – Brokerage Practices. Allocation of Expenses As Mason manages investments on behalf of a number of Funds, Mason will be required to allocate expenses among the various Funds. Mason will allocate expenses based on metrics that Mason in its discretion determines to be fair and equitable based on the facts and circumstances surrounding the investments and expenses.

All securities investments risk the loss of capital, and, as such Clients should be prepared to bear this risk before investing. See Item 4 for information regarding investment strategies and methods of analysis used by Mason to manage assets for its Clients. Risk of Loss While the Investment Manager devotes its best efforts to the management of the Mason Funds’ portfolios, there can be no assurance that the Funds will not incur losses. The nature of the securities to be purchased and traded and the investment techniques and strategies to be employed in an effort to increase profits may increase this risk. Many unforeseeable events, including actions by various government agencies, and domestic and international political events, may cause sharp market fluctuations. An investment in a Mason Fund is speculative and is suitable only for investors who can tolerate substantial risks. An investor may lose some or all of its investment. Prospective investors should carefully consider the risks involved in an investment in each Mason Fund, including, without limitation, those discussed below. There is no assurance that the Funds will be successful and will achieve the investment objectives. A subscription for interests in a Fund should be considered only by sophisticated investors who have carefully read this document and the offering memorandum of the Fund in which an investor has an interest, and who understands the risks involved. An investment in a Fund should be made only after consulting with independent, qualified sources of investment, legal, tax, accounting and other advice. The risks of investing in a Fund include, without limitation, those set forth below, and could have a material adverse effect on a Fund and the investors’ investment therein. General The transactions in which the Mason Funds will engage involve substantial risks. Growing competition may limit the Funds’ ability to take advantage of trading opportunities in rapidly changing markets or to access

investment opportunities believed to be attractive. No assurance can be given that investors will realize a profit on their investments in the Funds. Moreover, investors may lose all or some of their investments in the Funds. Due to the nature of the Funds’ trading and investment activities, the results of the Funds’ operations may fluctuate from month to month and from period to period. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results in future periods. The Funds are not a complete investment program and should represent only a portion of an investor’s portfolio management strategy. The following represent risks presented by an investment in the Mason Funds. Not all risks may apply at any particular time, particularly with respect to investments of the SPV and Jett Texas, which, as noted above, invest only in certain specifically enumerated securities. Risks Relating to the Funds’ Investments Overall Investment Risk. All securities investments involve the risk of loss of capital. The nature of the securities to be purchased and traded by the Funds and the investment techniques and strategies to be employed in an effort to increase profits may increase this risk. The identification and exploitation of investment opportunities involve uncertainty, and no assurance can be given that the Investment Manager will be able to identify promising investment opportunities or to correctly exploit inefficiencies in the markets. In addition, the use of certain strategies and instruments, including derivatives such as options, which are themselves inherently volatile may increase the Funds’ exposure to specific market movements. Many unforeseeable events, including actions by governmental authorities, such as the Federal Reserve Board, may cause sharp market fluctuations that impact the Funds’ investments. Concentration in Management Strategies and Certain Investment Categories. The Investment Manager is not required to take a diversified investment approach with the Funds, and accordingly significant portions of the Funds’ assets may be concentrated in a small number of strategies, issuers, geographic regions or industries. To the extent the Funds concentrate investments in a particular strategy, issuer, geographic region or industry, their investments will become more susceptible to fluctuations in value resulting from adverse economic and business conditions with respect thereto. Event-Driven. The Event Funds engage in event-driven investing. The success of this strategy depends upon the Investment Manager’s ability to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as the Investment Manager had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to the Funds of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a U.S. federal or state or similar foreign regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure

to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable U.S. federal or state securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of event-driven investing, the results of the Funds’ operations may be expected to fluctuate from period to period. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Merger Arbitrage. The success of the Funds’ merger or “risk” arbitrage strategy depends upon the Investment Manager’s ability to identify and exploit merger activity to capture (or sell short) the spread between current market values of securities and their values after successful completion or termination of a merger, restructuring or similar corporate transaction. Merger arbitrage investments often incur significant losses when anticipated merger or acquisition transactions are not consummated. The consummation of mergers, tender offers and exchange offers can be prevented or delayed by a variety of factors, including: (i) regulatory and antitrust restrictions; (ii) political factors; (iii) industry weakness; (iv) stock-specific events; (v) failed financings; and (vi) counter-party risk. Merger arbitrage positions also are subject to the risk of overall market movements. To the extent that a general increase or decline in equity values affects the stocks involved in a merger arbitrage position differently, the position may be exposed to loss. The Funds’ merger arbitrage strategy may also incur losses in situations where an announced transaction that the Investment Manager believes is unlikely to close for one or more reasons nevertheless is consummated successfully. There can be no assurance that the Investment Manager will be able to accurately predict whether a particular announced merger or acquisition transaction ultimately closes. Merger arbitrage strategies also depend for success on the overall volume of merger activity, which historically has been cyclical in nature. Balance Sheet Arbitrage. The success of any use by the Investment Manager of a balance sheet arbitrage strategy will depend on the ability of the Investment Manager to identify and exploit the relationships between movements in different securities and instruments within an issuer’s capital structure. If the perceived pricing inefficiencies underlying an issuer’s securities fail to materialize as expected by the Investment Manager, a loss would result. Capital Structure Arbitrage. The Funds may engage in capital structure arbitrage investing. The success of this strategy depends upon the Investment Manager’s ability to identify and exploit the relationships between movements in different securities within an issuer’s capital structure (including bank debt, convertible and non-convertible senior and subordinated debt and preferred and common stock). Identification and exploitation of these opportunities involve uncertainty. There can be no assurance that the Investment Manager will be able to locate investment opportunities or to correctly exploit price discrepancies. A reduction in the pricing inefficiency of the markets in which the Funds will seek to invest will reduce the scope for the Fund’s investment strategies. If the perceived mispricings underlying the Fund’s positions fail to materialize, these investment strategies could be unsuccessful or result in losses. Convertible Arbitrage. The Funds may engage in convertible arbitrage investing. The success of this strategy depends upon the Investment Manager’s ability to identify convertible securities that appear incorrectly valued relative to their theoretical value, purchase (or sell short) such a convertible security and sell short (or purchase) the underlying security for which the convertible security can be exchanged to exploit price differentials. There can be no assurance that the Investment Manager will be able to identify convertible arbitrage opportunities or that changes in price differentials will not cause losses. Borrowing and lending against such investments involves substantial risks. The prices of these investments can be volatile, market

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The Investment Manager provides portfolio management services to the Mason Funds and in its sole discretion may provide such services to managed accounts. Investors in the Mason Funds may include individuals and family offices; pension plans; charitable institutions, foundations and endowments; funds of funds; and sovereign wealth; and, may include, directly or indirectly, principals and/or employees of Mason eligible to invest. Mason does not accept investments in any of the Mason Funds from any new investor who is not a qualified client. As of the date of this Brochure, the Onshore Fund and Offshore Fund have a minimum initial subscription requirement of US$1,000,000, which may be reduced for any investor in such Fund at the discretion of the directors or General Partner, as the case may be, of such Fund. Mason reserves the right to increase the minimum initial subscription requirement for its Funds and to impose in the future a minimum account size and other requirements for starting and maintaining a managed account.

As noted above, with respect to the Event Funds, the Investment Manager receives, and reserves the right to charge now and in the future, performance-based compensation for its management services, which for the Onshore Fund and Offshore Fund is up to 20% of the net income, if any, attributable to each series of shares/interests offered by those Funds during that fiscal year. The Investment Manager’s right to receive performance-based compensation from the Onshore Fund and Offshore Fund is subject to a so-called “high water mark.” For the SPV, Mason is generally entitled to receive performance-based compensation of 20% of realized profits, though such fee may be waived in Mason’s discretion. If Mason becomes manager for additional private fund entities and/or enters into an agreement to manage a separate account, Mason may charge different performance-based compensation for such Clients, depending upon Mason’s agreement with any such Client and the account mandate. In managing assets for multiple Clients with different fee structures, Mason may face possible conflicts of interest, as there may be greater possible financial benefit to Mason for investing assets of one Client’s account over another Client’s account based on fee structure. Mason addresses this possible conflict of interest through its trade allocation policy, in which investment opportunities are allocated among Clients according to each Client’s investment objectives and what Mason believes to be in a fair and equitable manner. To the extent Mason trades the same security on behalf of multiple Clients, Mason may, but is not obligated to, trade for those Clients’ accounts in pari pasu. Where trades must be allocated between Client accounts on such basis, allocation of a trade is typically made based on the net asset value of each of the Client accounts at the beginning of each month, unless the account’s mandate specifies otherwise, in which case the account mandate controls. The amount of performance-based compensation Mason might receive from such Clients would not be considered by Mason in making allocation decisions. As a general matter, Mason does not accept investments in any of the Mason Funds or from any new investor who is not a qualified client and will not charge a performance-based fee to any managed account Client that is not a qualified client, except as permitted by applicable rule or law.

As described in Item 4, Mason serves as Investment Manager of the Mason Funds. Mason Management LLC, which is an affiliate of Mason, is the General Partner of the Onshore Fund and the Master Fund and is the managing member of Jett Texas. Mason may sponsor or establish other investment funds and separately managed accounts during the same period in which it provides services to the Event Funds, SPV and Jett Texas. The Investment Manager and its principals and affiliates may have a conflict of interest in allocating management time, services and function among the Mason Funds and such other funds and accounts for which they may provide services. Mason addresses this potential conflict of interest through its compliance policies and procedures, and Code of Ethics, which emphasize compliance with Mason’s fiduciary duties owed to all Clients and sets forth policies and procedures regarding the periodic review of all portfolios managed by Mason. See Items 11 and 13.

The Investment Manager, its affiliates, and their respective personnel, may invest in the Mason Funds, and in securities or other assets in which the Mason Funds or other managed accounts invest, subject to applicable law and Mason’s Code of Ethics. The Investment Manager and its principals and affiliates may have conflicts of interest because they may have a financial incentive to favor the Mason Fund(s) in which it is invested and/or to engage in “front-running” by engaging in personal securities trading based on knowledge of pending securities transactions on behalf of the Funds. Mason addresses any potential conflicts of interest through its Code of Ethics and compliance policies and procedures, which generally require the allocation of securities among Mason Clients on an equitable basis and sets forth policies and procedures for personal securities transactions. See Item 11. The Investment Manager, its affiliates, and their respective personnel have no other financial industry activities or affiliations to report.

Mason has adopted a Code of Ethics for all of its supervised persons describing Mason’s high standard of business conduct, and the fiduciary duty owed to Mason’s Clients. The Code of Ethics and compliance policies and procedures, which are generally included in Mason’s Compliance Manual, include provisions relating to the confidentiality of Client information, a prohibition on insider trading, a prohibition of rumor mongering, restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other things. All personnel must acknowledge the terms of the Code of Ethics and Compliance Manual annually, or as amended. The Code of Ethics is designed to ensure that the personal securities transactions, activities and interests of the employees of the Investment Manager will not interfere with (i) making decisions in the best interest of advisory Clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Employees generally must obtain prior Compliance approval prior to trading in any instrument other than mutual funds, ETFs, futures and options on ETF’s and indices, U.S. Treasuries, municipal bonds, money market funds, and currencies, including cryptocurrencies (though employees must obtain prior Compliance approval before participating in an initial coin offering). Prohibitions relating to personal trading also generally apply to an employee’s spouse or minor child, or an immediate family member of an employee living in the same household as such employee. Employee trading is continually monitored under the Code of Ethics, and the personal trading policies and procedures in the Code of Ethics are intended to reasonably prevent conflicts of interest between the Investment Manager and its Clients. It is also the Investment Manager’s policy when purchasing a security for one of its Clients from the account of another of its Clients, for purposes of rebalancing its Clients’ investments or any other purpose, to determine independently for each Client that such purchase or sale would be appropriate based upon the Client’s investment/risk parameters, assets under management, liquidity and portfolio exposure. Furthermore, such a transaction between Clients will only be done in a manner that is equitable to the Clients involved and only in the absence of any opportunity for the Investment Manager to earn any additional compensation (other than its customary advisory fees) as a result of the transaction. Clients or prospective Clients may request a copy of Mason’s Code of Ethics by contacting Mason’s Chief Compliance Officer at 212-771-1200.

Co-Investments. As discussed more fully in the Conflicts of Interest section of Item 8 above, from time to time, Mason and its affiliates may offer one or more Fund investor(s) and/or other third-party investor(s) (including Mason, any affiliated entities, employees, and investment vehicles in which employees may hold an interest) the opportunity to co-invest with Clients in particular investments (or with a newly created Client established solely for a specific co-investment opportunity). Mason’s policies and procedures are designed to ensure that co-investments, including co-investments by Mason or any of its affiliates or employees, will not operate to the detriment of Mason Clients and will be in done in accordance with Mason’s fiduciary duties.

Selection of Brokers and Dealers. The Investment Manager is authorized to determine the brokers or dealers to be used for each securities transaction for Mason Clients. The Investment Manager has an obligation to seek to obtain “best execution” for its Clients with respect to their trading activity. This means that in selecting brokers or dealers to execute transactions, the investment Manager must always attempt to ensure that the total cost or proceeds of any transaction for a Client is the most favorable under the circumstances. The Investment Manager, in seeking to obtain best execution of portfolio transactions for the Mason Funds, takes into account such factors as price, the broker’s facilities and reliability, the ability of the broker to effect securities transactions, the broker’s effectiveness in clearing and settling trades, the broker’s ability to prospect for and provide liquidity, the broker’s ability to accommodate third party research arrangements and other relevant factors. Portfolio transactions for Mason Clients are directed to brokers on the basis of best execution and in consideration of the provision of, or payment of the costs of, certain services that are of benefit to the Investment Manager, its affiliates, and the Mason Clients, to the extent permissible by applicable law and regulations. In the last fiscal year, these considerations and services have included: bespoke and subscriptionbased third-party research services, economic and market information, portfolio strategy advice, industry and company comments, technical data, recommendations, general reports, consultations, performance measuring data, online pricing, special execution capabilities, block trading and block positioning capabilities, willingness to execute related or unrelated difficult transactions in the future, order of call, offering to the Investment Manager online access to computerized data regarding Clients’ accounts, clearance and settlement capabilities, reputation, financial strength and stability, efficiency of execution and error resolution, quotation services, the availability of stocks to borrow for short trades, custody, recordkeeping and similar services, and payment of all or a portion of a Client’s Funds’ costs and expenses of operation, such as newswire charges, quotation services and periodical subscription fees, among other products. Accordingly, Mason Clients may be deemed to be paying for certain of these services with “soft dollars”. The Investment Manager also reserves the right to direct a Client’s brokerage transactions to brokers who refer prospective investors to Mason Clients. Brokerage and research services paid by one Mason Client may be used to benefit all Mason Clients, and the Investment Manager does not allocate the specific costs or benefits of research among Mason Clients. The Investment Manager need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Accordingly, if the Investment Manager determines in good faith that the commissions and/or spreads charged by a broker are reasonable in relation to the value of the products or services provided by such broker, the Clients may pay commissions to such broker in an amount greater than the amount another broker might charge.

Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended, provides a safe harbor that permits an investment manager with investment discretion to obtain research and other products/services provided by a broker-dealer that provide lawful and appropriate assistance to the manager in making investment decisions on behalf of its Clients if the manager determines, in good faith, that the commissions and/or spreads charged by such broker are reasonable in light of the services provided. The Investment Manager enters into arrangements with brokers providing for the use of soft dollars to pay for the cost of certain research products or services which fall within the “safe harbor” provision of Section 28(e). Mason’s brokerage activities are designed to stay within the safe harbor provision of Section 28(e). In the event that an item falls outside the Section 28(e) safe harbor, or due to changes in the law, soft dollars become unavailable, the Investment Manager reserves the right to charge research costs to the relevant Client(s). Although the Investment Manager believes that Mason Clients benefit from many of the services obtained with soft dollars generated by Client trades, the Clients do not benefit exclusively. The Investment Manager and Mason Clients may also derive direct or indirect benefits from some or all of these services, particularly to the extent that the Investment Manager uses soft dollars to pay for expenses the Investment Manager would otherwise be required to pay itself. Accordingly, the Investment Manager may have an incentive to select a broker based on its interest in receiving such services, rather than based on a Client’s interest in receiving most favorable execution. The Investment Manager has adopted policies and procedures to monitor all soft dollar activities and maintain effective controls. The Investment Manager’s Chief Compliance Officer reviews soft dollar arrangements with brokers prior to implementation, obtains statements from all soft dollar brokers listing these arrangements, and periodically compares such arrangements against the Investment Manager’s internal records. Mason periodically reviews these soft dollar broker relationships to ensure brokers are providing best execution as a part of its Best Execution Committee review meetings. Clearing and Settlement. Clearing and settling functions normally include, among other matters, arranging for (i) the receipt and delivery of securities purchased, sold, borrowed and loaned, (ii) the making and receiving of payments therefor, (iii) custody of securities fully paid for or not fully paid for and, therefore, compliance with margin and maintenance requirements, (iv) custody of all cash, dividends and exchanges, distributions and rights accruing to the Funds’ account, and (v) tendering securities in connection with cash tender offers, exchange offers, mergers or other corporate reorganizations. Block Orders. The Investment Manager may aggregate orders for securities to be purchased or sold on behalf of multiple Clients in order to seek more favorable prices, lower brokerage commissions or more efficient execution. If an order is only partially filled as of the end of the trading day, then the quantity of securities allocated to Clients are generally allocated on a pro rata basis, based on the size of the original allocation to each such account, subject to adjustments for rounding, odd lots and certain other allocation considerations.

Other than the products and services that are already outlined in this Brochure, the Investment Manager does not receive any economic benefits from third parties in connection with the provision of investment advice to the Mason Funds.

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of the Investment Manager’s advisory business.

The Investment Manager reviews the portfolio assets in the Mason Client account on a regular basis. In addition, the Investment Manager reviews the values of the securities held by the Funds monthly.

Client accounts are reviewed on a monthly basis. We furnish investors in the Mason Funds with written unaudited performance reports and unaudited account statements reporting the relevant Fund’s net asset value on no less than a quarterly basis. In addition, on an annual basis, we provide investors with a copy of the relevant Fund’s annual audited financial statements and, if applicable, a statement of taxable income (Schedule K-1). In addition, investors may be provided with certain information about us and the Mason Funds in response to questions and requests. This information may not be distributed to other investors or prospective investors. Each investor is responsible for asking such questions as it believes is necessary to make its own investment decisions and must decide for itself whether the limited information provided by us is sufficient for its needs.

For purposes of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), Mason will be deemed to have custody over the Funds’ assets. Actual custody of Client assets, however, is and will be maintained in accounts with a qualified custodian pursuant to the Custody Rule. In accordance with the Custody Rule, a qualified custodian is not required to deliver quarterly account statements to the Funds or their respective investors as long as: (i) the Funds are audited by an independent public accountant that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board, (ii) the Funds’ audited financial statements are prepared in accordance with U.S. generally accepted accounting principles, and (iii) we deliver such annual audited financial statements to investors within 120 days after the end of each Fund’s fiscal year. In the rare situation where Mason comes in physical possession of Client assets, Mason’s Chief Financial Officer (CFO) will be responsible for ensuring that such assets are properly recorded and appropriately safeguarded. Specifically, in those rare circumstances, the CFO will ensure that each security maintained by Mason is “logged” in a memorandum to file that accurately describes all relevant details concerning the security and how Mason came into possession of it. Working with the CFO, the Chief Compliance Officer (CCO) will be responsible for ensuring that all assets maintained by Mason are securely stored in a safe that resides in Mason’s New York office. To comply with Rule 206(4)-2 under the Investment Advisers Act of 1940, all Funds must be subject to an annual audit and will distribute their audited financial statements to each of their investors in the manner and timing required by such Rule.

The Investment Manager has discretionary authority from the Mason Funds (other than Jett Texas) to select the identity and amount of securities to be bought or sold. As stated above, the Investment Manager will use its experience and knowledge to select, opportunistically, those investments which it believes will generate

attractive risk-adjusted returns. The Investment Manager may, in its sole discretion, use other investment techniques and strategies (other than event-driven investment strategies) which may, in the Investment Manager’s opinion, generate additional capital appreciation with an acceptable level of risk. The Funds will be managed in accordance with their own investment and trading objectives, as described in their offering documents and governing agreements. Mason does not permit investors in the Funds to impose limitations on the investment activities described in such documents. Under certain circumstances, Mason may contract with a Client to adhere to limited risk and/or operating guidelines imposed by that Client. Mason would negotiate such arrangements on a case-by-case basis.

The Investment Manager understands and appreciates the importance of proxy voting, and will vote proxies in the best interests of Mason Clients and in accordance with the procedures outlined in Mason’s Compliance Manual. In the absence of a material conflict of interest (as determined by the Chief Compliance Officer) between the Investment Manager and its Client, the portfolio managers and analysts make recommendations as to how proxies will be voted, and the vote is executed by the Chief Compliance Officer, in accordance with the procedures outlined in Mason’s Compliance Manual. In the event of a material conflict of interest, the Chief Compliance Officer will make a determination as to how to vote the proxy based on the policies and procedures outlined in Mason’s Compliance Manual. With respect to the Mason Funds’ investments in the Second Portfolio Company, as set forth more fully in Jett Texas’ operating agreement, certain major decisions affecting the Second Portfolio Company that may require a vote of the Second Portfolio Company’s shareholders also require the consent of a specified percentage of the voting interests in Jett Texas. In such situations the General Partner has agreed to vote Jett Texas’ interests on a pass-through basis such that the General Partner will cause Jett Texas to cast its votes proportionally to how each co-investor in Jett Texas elects to vote its interests. In all events, the Investment Manager retains control over the Event Funds’ interests in the Second Portfolio Company and will vote those interests in the manner that the Investment Manager determines, in its sole discretion, is in the best interests of the Event Funds and their investors. Records of proxy materials and votes are maintained in Mason’s offices. A complete copy of Mason’s Proxy Voting Policy and Procedures, along with a record of how proxies were voted, is available upon request to the Chief Compliance Officer.

The Investment Manager has nothing to report for this item.