METEORA CAPITAL, LLC

Meteora Capital, LLC (the “Adviser,” “we” or “us”) is a Delaware limited liability company that commenced business operations in February 2021. The Adviser’s principal owner is Vikas Mittal. The Adviser’s investment objective is to achieve consistent returns, independent of stock market movements. The Adviser seeks to minimize market risks by identifying and exploiting inefficiencies in the financial markets, thereby generating returns that are not correlated to stock market performance. Subject to any limitations or restrictions that a client (as defined below) may impose, the Adviser seeks to ensure that clients are aware of the risks involved in these portfolio strategies. The Adviser manages an event-driven and arbitrage-oriented strategy at the current time (collectively the “Strategies” as defined in Item 8) on behalf of the Funds (as defined below). The Strategies are described in detail in Item 8. We currently manage the following private investment funds (each, including any future investment funds pursuing a substantially similar or overlapping investment strategy, a “Fund” and, collectively, the “Funds”): •

Meteora Select Trading Opportunities Master, LP

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Meteora Select Trading Opportunities, LP

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Meteora Select Trading Opportunities Offshore, Ltd

MSTO General Partner, LLC is the general partner of Meteora Select Trading Opportunities Master, LP and Meteora Select Trading Opportunities, LP (together the “General Partner”). The General Partner is owned by KMV Trust LLC, an entity controlled by Vikas Mittal. Unless and only to the extent that the context otherwise requires, references to the Adviser, we or us herein are deemed to include references to the General Partner as well. We provide discretionary investment advice to the Funds. In addition, the Adviser provides discretionary investment advice to other private investment funds and separately managed accounts. We may in the future provide discretionary and/or non-discretionary investment advice to other private investment funds and/or separately managed accounts or funds-ofone, in each case including those in which the Adviser or its affiliates or their respective partners, members, directors, officers or employees may invest (collectively with the Funds, the “clients” or the “Meteora Clients”). Each Fund is managed in accordance with its own investment and trading objectives, as described in its offering and governing agreements (collectively, the “Fund Documents”). We generally do not permit investors in the Funds that we manage to impose limitations on the investment activities described in the Fund Documents. Under certain circumstances, we may contract with a client to adhere to limited risk and/or

operating guidelines imposed by the client. We negotiate such arrangements on a case-bycase basis. The Adviser has investment discretion over a portion of assets of two funds on behalf of another registered investment adviser. These Separately Managed Accounts generally are invested pari passu with Meteora Select Trading Opportunities Master, LP for certain investment opportunities as required by the registered investment advisor of these Separately Managed Accounts. As of December 31, 2024, we managed approximately $1.536 billion in regulatory assets under management for our clients on a discretionary basis. Currently, we do not manage any assets on a non-discretionary basis.

The extent to and specific manner in which our clients are responsible for fees, performance-based compensation and/or expenses are set forth in each client’s applicable written agreement with us (and, in the case of the Funds, in the Fund Documents). In general, the Funds pay to the Adviser management fees quarterly in advance, generally equal to between 0.25% and 0.5% per quarter (or between 1.0% and 2.0% annually) of each Fund investor’s share of the applicable Fund’s net asset value. We generally receive performance-based fees or allocations (generally 20%) from the Funds on an annual basis and upon the distribution of capital (pursuant to the Fund Documents). The Adviser also is eligible to receive performance-based fees and will receive expense reimbursements from the Separately Managed Accounts on an annual basis. Unless provided otherwise in the applicable Fund Documents, the Funds generally bear all costs and expenses associated with their operations, including, without limitation, the following (whether incurred by the Funds or any investment vehicle through which the Master Fund may invest (an “SPV”)): (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, third-party data sources and 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 (consistent with the Investment Manager’s travel policy) (including first and business class fares; 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; fees and expenses of third-party professionals, including, without limitation, consultants, investment bankers, attorneys, accountants and service providers who, in each case, provide services to the Funds or provide services to the Investment Manager, the General Partner or the Principal (on matters that would not have arisen but for their respective advisory relationships with the Funds); fees and expenses

associated with reviewing documentation and negotiating any side letters; and expenses relating to engagement with a company irrespective of the outcome of such engagement, such as shareholder and management communication, soliciting proxies, hiring proxy advisory consultants, hosting shareholder forums, hiring public relations consultants and proposing or nominating directors or executives, including sourcing, recruiting, standby and indemnification and other expenses, regardless of whether the nomination is successful; (ii) organizational fees and expenses and fees and expenses incurred in connection with the offering and sale of the Interests, including, without limitation, the following: the preparation and amendment of the Memorandum, the Limited Partnership Agreement, the Master Partnership Agreement, the Memorandum and Articles of Association of the Offshore Feeder, the Investment Management Agreement (as defined herein), the Funds’ subscription agreements and the costs of establishing any SPVs; 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, and 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 Administrator (as defined below) and any middle and/or back office service provider (including, but not limited to, Enfusion, Inc., which will provide middle office services to the Funds); fees and expenses of third-party professionals, including, without limitation, consultants (including compliance consultants), valuation service providers, attorneys, accountants and tax preparers; thirdparty 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 principals, officers, employees, managers, partners, members, affiliates or agents of any of the foregoing, and the directors of the Offshore Feeder (the “Directors”) and each member of any Governance Committee (in each case, even if such insurance covers conduct for which indemnity would not be available from the Funds); fees and expenses associated with Director meetings, any Governance Committee meetings and meetings of the Limited Partners as a whole, including, without limitation, expenses related to the organization and conduct of such meetings (including, without limitation, travel, lodging and meal expenses), and Director fees (including registration fees) and any Governance Committee member fees; costs of preparing and distributing reports and notices to Limited Partners (including the development, implementation and maintenance of an investor electronic delivery site and/or system); entity-level taxes; fees and expenses (including, but not limited to, related fees and expenses of Advisers Compliance Associates, LLC or any other compliance consultant) 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 for the Funds or the Investment Manager, the General

Partner or the Principal on matters that would not have arisen but for their respective advisory relationships with the Funds, and any filings or reporting with respect to compliance with FATCA, AEOI (each as defined herein) or similar laws enacted in other jurisdictions, as well as any foreign tax regime registrations, tax filings and associated annual fees and expenses); and any fees and expenses related to compliance with antimoney laundering laws and regulations applicable to the Funds (including AML officer fees and expenses); and (iv) extraordinary expenses, including, without limitation, the following: the costs of any litigation or investigation involving the activities of the Funds (including attorney’s fees and investigative fees and expenses); the cost of settlements and indemnification expenses (including advances thereof) (for clarity, the Investment Manager and the General Partner are authorized to commit the Funds to potential indemnity obligations towards certain counterparties entering into agreements with the Funds for the provisions of services and otherwise); 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, restructuring, termination, winding-up or dissolution of any of the Funds. The fees, performance-based compensation and/or expenses that are charged to any separately managed accounts or funds-of-one that we manage are negotiated on a case-bycase basis. Clients other than private investment funds, such as any separately managed accounts or funds-of-one that we may in the future manage, may have management fees, performance-based compensation and/or expense arrangements that differ in one or more respects from those applicable to the Funds. Management fees, performance-based compensation and/or expenses will be reduced or waived in certain circumstances, including, without limitation, with respect to investments in Funds by our personnel and/or other related persons. The management fees will be prorated if a Fund closing occurs on a date other than the first day of a calendar quarter. If a Fund terminates on a date other than the last day of a calendar quarter, then the Adviser will pay back to such Fund a pro rata portion management fee paid for such quarter (determined based on the number of days remaining in such quarter prior to termination). To the extent that we incur any expenses for the benefit of multiple clients, we generally will allocate such expenses in any manner that we deem equitable, taking into account our written agreements with such clients (and, in the case of the Funds, the Fund Documents) and applicable facts and circumstances, including the relative size of the applicable entity or account, the nature or source of the product or service and the benefits derived from and the extent of use of the product or services. Nonetheless, the portion of an expense that we allocate to a client for a particular product or service might not reflect the relative benefit derived by such client from that product or service in any particular instance. Furthermore, it is possible that under some of our advisory contracts we may not require a client to incur certain expenses, despite the fact that such client will receive a benefit in connection with our incurrence of such expenses. In such an event, our other clients may bear the additional share of any such expenses that would have been allocable to the client that is not required to incur such expenses. Our expense allocations often depend on inherently subjective determinations, but the expense allocations made by us will be in good faith. There may be situations in which the appropriate allocation of expenses in the course of evaluating potential investments may not be clear (for example, if a client and one or more other clients considered making an investment that was not consummated). Expenses will typically be allocated among the clients participating in the relevant investment or potential investment.

However, in all cases, subject to applicable legal, regulatory, contractual or similar restrictions, we will make expense allocation decisions in our sole discretion in good faith. We sometimes and for certain clients allocate a portion of certain clients’ capital to money market funds, exchange-traded funds or similar fee-bearing products, or private investment funds and accounts, that are managed by other investment managers. In that case, such client accounts generally would be responsible for paying any and all fees, performancebased compensation and expenses associated with such products, which would be in addition to those discussed above. The Adviser and its personnel generally can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of clients and client portfolio investments, including benefits and other discounts provided from service providers. For example, airline travel or hotel stays incurred as a client expense typically result in cash rebates, “miles,” “points” or credit in loyalty/status programs, and such benefits and/or amounts will exclusively benefit the Adviser and/or such personnel even though the cost of the underlying service is borne by clients. The value of such benefits and perquisites will neither be subject to an offset against fees or expenses payable by clients nor will they otherwise be shared with clients and/or portfolio investments. In some cases, our clients or investors may agree to pay or reimburse some or all of our overhead expenses. Clients will also incur brokerage and other transaction costs. For a summary of our brokerage practices, see Item 12 below.

The Funds invest primarily in equity and debt securities, equity options, equity-related convertible securities, interest bearing or interest rate sensitive marketable securities (including those issued or guaranteed by the United States Government or agencies or instrumentalities of the United States Government), forward contracts, swaps, derivatives, currencies and any other instruments which are traded in normal channels of trading for securities. Specifically, the Funds seek to generate attractive risk-adjusted returns by investing among the following investments, pursuant to the respective Fund Documents. The Funds may utilize various event-driven and arbitrage-oriented investment Strategies, including, but not limited to, special purpose acquisition company (a “SPAC”) liquidation arbitrage, SPAC option-oriented buy-writes, OTC structured derivative transactions, defensive credit positions, short-duration credit positions, fallen-angel credit positions, convertible bonds, convertible arbitrage, event-oriented hard and soft catalyst equity and

credit investments, closed-end fund arbitrage, intra-capitalization arbitrage, and warrant and rights arbitrage. The Fund may also invest in the securities of companies that are undergoing corporate changes, or for which some form of event, or catalyst, such as a share buy-back, partial tender offer, change in management, spin-off, tender offer, business combination, reverse triangular merger, minority stake sale, debt recapitalization or other special situation, may lead to a change in the value of the issuer’s securities. In addition to the above, the Funds may invest in the following hard and soft catalyst eventoriented strategies, including, but not limited to: (i) distressed/restructurings; (ii) capital structure arbitrage; (iii) convertible arbitrage; (iv) derivative strategies (including options, rights and warrants). The Funds may invest in companies which are involved in publicly announced acquisitions, takeovers, tender offers, leveraged buyouts, spin-offs, liquidations and other corporate reorganizations. The Funds may invest in fixed and floating rate income investments of any credit quality or maturity, including below investment grade bonds (commonly known as “junk bonds”), bank debt and preferred stock. The Funds may invest in other investment companies, including closed-end funds and ETFs. To the extent that a Fund invests in shares of another investment company or ETF, it bears its proportionate share of the expenses of the underlying investment company or ETF and is subject to the risks of the underlying investment company’s or ETF’s investments. Each Fund employs investment strategies that may invest in the various capital structures of SPACs, which may include in the sponsors thereof (the “SPAC Strategy”). Specifically, the Funds seek to provide their investors with an opportunity to realize attractive riskadjusted returns by investing among the following investments, pursuant to the respective Fund Documents: (i) in any public securities relating to SPACs, including, but not limited to: (A) the public securities issued in an initial public offering of a SPAC, or (B) the public securities of any publicly listed SPAC; (ii) the public securities of any operating company that resulted from the reverse merger with a SPAC; (iii) the public securities issued in an initial public offering of any company or other issuer; (iv) other parts of the capital structure of any company or other issuer that is involved or could be involved in a potential SPAC transaction, including, but not limited to, loans, corporate bonds and convertible bonds; (v) any other public securities used as a hedge, through short sales or otherwise, with respect to any of these or any other investment of a Fund made in accordance with such Fund’s investment the equity securities of, or loans to or debt instruments of, SPAC sponsors, which sponsors have acquired, or will acquire, interests (“Risk Capital”) in the equity of the SPACs in return for providing the initial funding for the SPACs; (vi) alongside sponsors in Risk Capital of SPACs; (vii) structured investments or other investments related to the Risk Capital of SPACs. The development of an investment strategy for the Funds and any other client is an ongoing process. The strategies, techniques and methods described above will therefore be modified by us from time to time and over time. There is no limitation on the investment strategies, techniques, methods or processes which we may adopt for any particular client or the factors that we may take into account in analyzing investments for our clients. Depending on conditions and trends in securities markets and the economy generally, we may pursue other objectives, or employ other strategies, techniques, methods or processes, that we consider appropriate and in the best interest of our clients, without notice to them or their

consent, except to the extent that our written agreement with a client may provide otherwise. The above description of our investment strategies, techniques, methods and processes is intended only as a general overview, and is subject to the specific terms of our written agreements with clients. Risk of Loss A brief summary of the material risks involved with our significant investment strategies and methods of analysis follows. An investment in a Fund (and/or separately managed account, if applicable) involves substantial risks, and prospective investors should carefully consider, among other factors, the risks described below. References to the “Fund” and “Funds” also include, for purposes of this risk and conflict disclosure, any separately managed account or fund-of-one client that the Adviser may start to advise or manage. These risk factors are not intended to be an exhaustive listing of all potential risks associated with such an investment. Investors are urged to review the Fund Documents or written agreement applicable to their investment for additional information concerning the risks applicable to them. Investing in securities involves risk of loss that clients and investors should be prepared to bear. General Investment and Trading Risks. All securities investments present a risk of loss of capital. Volatile financial markets increase that risk. If our evaluation of an investment opportunity should prove incorrect, our clients could experience losses. No guarantee or representation is made that our clients’ investment programs will be successful, that clients will achieve their targeted returns or that there will be any return of capital invested to investors. In addition, investment results may vary substantially over time. Highly Volatile Markets. The prices of financial instruments in which clients’ assets will be invested can be highly volatile and may be influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. Clients also are subject to the risk of the failure of any of the exchanges on which clients’ positions trade or of their clearinghouse. Event Driven Risk. Event-driven investing involves the risk that Meteora’s assessment of the outcome of a proposed event (merger, reorganization, or other event) will prove incorrect and that the Funds’ return on the investment will be negative. Furthermore, the expected event may be delayed or completed on terms other than those originally proposed, which result in a loss or failure to achieve a desired rate of return. Debt Securities. Debt securities may fluctuate in value and experience periods of reduced liquidity due to, among other things, changes in interest rates, governmental intervention, general economic conditions, industry fundamentals, market sentiment and the financial condition of the issuer, including the issuer’s credit rating or financial performance. During those periods, a Fund may experience high levels of shareholder redemptions, and may have to sell securities at times when it would otherwise not do so, and at unfavorable prices. Debt securities may be difficult to value during such periods. Debt securities are subject to interest rate risk, which is the risk that when interest rates rise, the values of fixed income debt securities tend to decline. Debt securities have varying levels of sensitivity to changes in interest rates, and the values of securities with longer durations tend to be more sensitive

to changes in interest rates. Debt securities are subject to the risk that if interest rates decline, issuers of debt securities may exercise redemption or call provisions. This may force a Fund to reinvest redemption or call proceeds in securities with lower yields, which may reduce Fund performance. Debt securities are also subject to credit risk, which is the risk that the issuer of an instrument may default on interest and/or principal payments due to a Fund. An increase in credit risk or a default will cause the value of a Fund’s fixed and floating rate income securities to decline. Securities rated below-investment-grade (and unrated securities of comparable credit quality), commonly referred to as “high-yield” or “junk” bonds, have speculative characteristics and generally have more credit risk than higher-rated securities. Lower rated issuers are more likely to default and their securities could become worthless. Below investment-grade securities are also subject to greater price volatility than investment grade securities. In addition, investments in defaulted securities and obligations of distressed issuers, such as issuers undergoing or expected to undergo bankruptcy, may be illiquid and are considered highly speculative. The market value of convertible debt securities will also be affected by changes in the price of the underlying equity securities. The market values of debt securities issued by companies involved in pending corporate mergers, takeovers or other corporate events, or debt securities that will be repaid in connection with a merger, takeover or other corporate event, may be determined in large part by the status of the transaction and its eventual outcome, especially if the debt securities are subject to change of control provisions that entitle the holder to be paid par value or some other specified dollar amount upon completion of a transaction or other event. We expect to 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. Convertible Securities. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. Because convertible securities are higher in the firm’s capital structure than equity, convertible securities are generally not as risky as the equity securities of the same issuer. However, convertible securities may gain or lose value due to changes in the interest rates and other general economic conditions, industry fundamentals, market sentiment and changes in the issuer’s operating results and credit ratings. If a convertible security held by a Fund is called for redemption, such Fund 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 a Fund’s ability to achieve its objective. Distressed Securities Risk. Distressed securities risk refers to the uncertainty of repayment of defaulted securities and obligations of distressed issuers. Because the issuer of such securities is likely to be in a distressed financial condition, repayment of distressed or defaulted securities (including insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or insolvency proceedings) is subject to significant uncertainties. Insolvency laws and practices in foreign jurisdictions are different than those in the U.S. and the effect of these laws and practices may be less favorable and predictable than in the U.S. Investments in defaulted securities and obligations of distressed issuers are considered highly speculative. Interest Rate Risk. Prices of debt securities and preferred stocks tend to move inversely

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We currently provide investment advice to clients who are private investment funds or Separately Managed Accounts. Investors in such private investment funds generally must qualify as “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended) and “qualified clients” (as defined in Rule 205-3 of the Advisers Act) or “qualified purchaser” (as defined in Rule 2a51-1 of the Investment Company Act of 1940, as amended), and may be subject to other suitability requirements to the extent provided in the applicable Fund Documents. We may provide investment advice to other types of

clients in the future.

The minimum initial investment for Meteora Select Trading Opportunities, LP and Meteora Select Trading Opportunities Offshore, Ltd. is $250,000. Each minimum investment amount is subject to each Fund’s discretion to accept lesser amounts. We will determine the minimum investment amount (and any other conditions for opening and maintaining an account) for other clients, such as any separately managed accounts or funds-of-one, on a case-by-case basis.

As generally described above in Item 5, our clients pay management fees and may, in some cases, pay or reimburse some or all of our overhead expenses. In addition, we are generally entitled to receive performance-based compensation (which is based on a percentage of the capital appreciation of client assets or the return on invested capital) from clients. Performance-based compensation will take the form of a performance allocation, performance fee, carried interest or other payment. Fund investors and separately managed account clients are provided with detailed disclosure in the applicable Fund Documents for such Fund or written agreement with us, as applicable, as to how the relevant performancebased compensation is calculated and charged. Employees invested in the Fund or through the employee fund are not charged management or performance fees. The terms of the compensation that we receive differ among the client accounts that we advise. This may result in a conflict of interest when we allocate opportunities among these accounts because we will have an incentive to favor an account from which we are entitled to receive greater compensation over other accounts. To avoid such a conflict of interest we generally follow documented procedures in allocating opportunities among such accounts, which do not take into account the compensation to which such accounts are subject. When we determine that a particular trading opportunity would be desirable for more than one client, we generally seek to allocate such opportunity among such clients in a manner that we deem fair and equitable under the circumstances existing at such time. In general, investments will be allocated between clients following a substantially similar investment strategy pro rata on a pari passu basis. There are, however, scenarios under which the Adviser may deviate from this general policy based upon a number of factors as described

in the following paragraph. The factors that we may consider in making a determination to deviate from the allocation of investment opportunities between clients following a substantially similar investment strategy pro rata on a pari passu basis include (but are not limited to): the relative amounts of capital in each client’s account available for new positions of the type at issue; the mandate of each client account; our perception of the appropriate risk/reward ratio for each client account; the intended objective and strategy of each client account and any applicable investment or risk targets, restrictions or guidelines; the liquidity of each client account at the time of investment and thereafter; the ability to add positions to a client account on a leveraged basis; liquidity of the security; market capitalization and/or enterprise value of the underlying credit; whether the position is an “odd lot”; whether certain accounts would receive nominal or de minimis allocation amounts; transaction costs; position size; industry exposure; market exposure; gross, net, long and short exposure; applicable legal, tax and regulatory considerations; the overall portfolio composition of each client account; and such other considerations that we determine to be relevant at such time. If applicable, new issues (as defined by FINRA Rule 5130) are generally allocated to client accounts in accordance with the criteria set forth above to the extent that such accounts are eligible to participate in new issues. Notwithstanding the foregoing, there can be no assurance that certain allocation decisions will not directly or indirectly adversely affect our clients, even if such decisions are made in good faith. Allocations are subject to a significant degree of discretion exercised by us, including, but not limited to, in connection with portfolio rebalancing, investing in new, different or additional investment strategies and in connection with admissions and withdrawals of investors to and from the private investment funds that we manage. Even allocations designed to mitigate conflicts do not eliminate the possibility that an allocation of assets will not adversely affect our clients. We will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, a client solely because we purchase or sell the same security for, enter into a transaction on behalf of, or provide an opportunity to, another client if, in our reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for such other client. Our personnel and/or other related persons invest in one or more of our clients and currently own, or in future cases, may own all or a substantial portion of the equity interests of certain of our clients. Such clients may compete with, or have interest adverse to, certain of our other (future) clients. Such conflicts could affect the prices and availability of securities in which our clients invest. For example, we may allocate investment opportunities in particular risk capital shares or warrants of a SPAC on a non-pro rata or non-pari passu basis among our clients. In such case, we may have an incentive to favor client(s) in which we have a greater economic interest and/or may have a conflict of interest in allocating investment opportunities among those client accounts and other client accounts. In order to mitigate these potential conflicts, we will generally follow the documented procedures referenced above. Management fees and performance-based compensation are based on the net asset value of client accounts. In most circumstances, the valuations of client assets will be based on independent market quotations from relevant counterparties, but obtaining such valuations is not required in each instance. In making valuation determinations, we may be deemed

subject to a conflict of interest, especially with respect to securities or other financial instruments which are not traded on an organized or liquid market, as the valuation of such assets and liabilities affects our compensation and the compensation of our affiliates. There is no guarantee that the value determined with respect to a particular client asset or liability by us will represent the value that will be realized by such client on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment, and the difference between such value and the ultimate disposition price could be material. To the extent we are responsible for valuing a client’s assets, we will follow our documented valuation policies in order to mitigate these risks. Since the amount of fees paid/allocations made to us is dependent in part on the profitability of the applicable client, we may have an incentive to cause clients to make investments that are riskier or more speculative than would be the case if such fees/allocations were not dependent on clients’ net asset value and profitability. We recognize that we have a fiduciary duty and as such must act in the best interests of our clients. Clients and investors in the Funds are urged to review their applicable investment management agreements and/or Fund Documents for information regarding the specific fees, performance-based compensation and expenses applicable to them.

As described above in Item 4, Vikas Mittal is the principal owner of the Adviser. Vik Mittal was previously a Member of Glazer Capital, LLC (“GCM”), a separately registered investment adviser. As of January 1, 2026, Vik is no longer a Member of GCM. Vik was not a Supervised Person of GCM and did not provide investment advice to GCM’s clients and Meteora did not have a formal advisory relationship with GCM after December 31, 2021. We and our affiliates are subject, and each of us and our clients are exposed, to a number of actual and potential conflicts of interest. Any such conflict of interest could have a material adverse effect on our clients (and on investors in the Funds). However, the existence of an actual or potential conflict of interest does not mean that it will be acted upon to the detriment of any client. When a conflict of interest arises, we will endeavor to ensure that the conflict is resolved fairly and in an equitable manner that is consistent with our fiduciary duties to the relevant client(s). We have in place policies and procedures that we believe are reasonably designed to identify and resolve actual and potential conflicts of interest. However, there can be no assurance that these policies and procedures will be successful in identifying or mitigating all actual or potential conflicts of interest. Our management of clients may result in conflicts of interests when we and our related persons allocate time and investment opportunities among Meteora Clients. In addition, terms regarding fees and performance-based compensation may differ among our clients. This may result in a conflict of interest when we allocate opportunities among our clients because we have an incentive to favor clients that have higher fee and/or performancebased compensation arrangements as well as clients in which we or our related persons have invested. To avoid such conflicts of interest we generally follow documented procedures in allocating opportunities among such accounts, which do not take into account

the fees or performance-based compensation to which such clients are subject or the investment in such clients by us or our related persons. The Adviser, the General Partner, and their principals and affiliates expect to determine, at times and in their sole discretion, to participate in investments with persons not affiliated with our clients. In addition, we may offer to certain clients (such as co-investment vehicles that we may launch), or to any third party, the opportunity to co-invest in opportunities in which a client has invested or that becomes available to a client. We may offer such opportunities to investors that we select in our sole discretion without notice to or the consent of any other client or investor. The economic and other terms of any co-investment will be determined by us in our discretion on a case-by-case basis, and we may receive fees and/or allocations from co-investors, which may differ among co-investors and also may differ from the fees and/or allocations borne by our clients (or investors in the Funds). Certain advisors and other service providers, or their affiliates, to our clients may also provide services to, or have business, personal, familial, political, financial or other relationships with, us or our affiliates. For example, there are certain experienced SPAC investors/industry professionals who have expressed an interest in collaborating with the Adviser in various capacities on potential future SPAC investments that our clients may make or on other business opportunities related or unrelated to our clients. These individuals are part of the Adviser’s network of resources who have expressed interest in the Adviser calling upon them in certain business situations. They are not past, current or future partners, officers or employees, and not necessarily contractors, of the Adviser or any of its affiliates and do not make investment decisions for, or endorsed the launch of, our clients. Any such advisors and service providers may be our clients or investors in the Funds, sources of investment opportunities for us or our clients, or co-investors with or counterparties to transactions involving the foregoing. These relationships may influence us in deciding whether to select or recommend any such advisor or service provider to perform services for our clients (the cost of which will generally be borne directly or indirectly by such clients). Notwithstanding the foregoing, we will generally seek to engage advisors and service providers for our clients on the basis of, without limitation, the overall quality of advice and other services provided. In addition, we have a conflict of interest where a service provider (e.g., legal counsel or accountants) provides services directly to us or one of our affiliates, and separately provides services to one or more clients, in that we or our affiliates may potentially obtain services at a lower cost (or obtain other terms that are more beneficial) than we or our affiliates otherwise could have as a result of the service provider’s work performed on behalf of, and the compensation paid to the service provider by, such clients. In particular, unless inconsistent with our applicable written client agreement, costs associated with services rendered to the benefit of a client may be borne by such client. We and our affiliates may use some of the same service providers as are retained on behalf of one or more clients and, in some cases, fee rates, amounts or discounts may be offered to us and our affiliates by a third-party service provider which differ from those offered to a client as a result of scheduled or ad hoc rate changes, differences in the scope, type or nature of the service or transaction, alternative fee arrangements and negotiation.

Officers, members, partners, affiliates and employees of the Adviser and its affiliates made and are expected make personal investments in certain issuers or serve as directors or officers of certain issuers in which a client invests and, in those capacities, may be required to make decisions that they consider to be in the best interests of their investments or such companies. In certain circumstances, for example, in situations involving the bankruptcy or near-insolvency of a company, actions that may be in the best interest of the issuer or in connection with a personal investment may not be in the best interest of a client, or actions that may be ultimately found to be in the best interest of a client may not be in the best interest of the issuer or in connection with a personal investment. In these situations, there may be conflicts between an individual’s duties as an officer, affiliate or employee of the Adviser or its affiliates and such individual’s personal investments or duties as a director or officer of the issuer. To avoid conflicts, including those described above, personal investment transactions and outside directorships by partners, members, officers and employees of the Adviser and its advisory affiliates are subject to the Adviser’s written policies and procedures and its Code of Ethics (as defined below in Item 11), which are designed to, among other things, mitigate conflicts of interest and to detect and prevent misuse of material non-public information. In addition to certain trading restrictions, the personal investment transactions of the Adviser’s employees are monitored and in some cases pre-cleared, to the extent required by the Code of Ethics. The Adviser has approved an outside business activity, as required under its Code of Ethics, for its employee Henry Rogano. As part of this business activity Henry has registered with FINRA as a representative of an unrelated broker dealer. The Adviser continuously reviews this activity and has determined that no conflict of interest exist with clients of the Adviser.

Trading We have adopted a Code of Ethics (the “Code of Ethics”) which provides that we are committed to conducting our business in accordance with all applicable laws and regulations and in an ethical and professional manner. In addition, we recognize that we have a fiduciary duty to our clients, and that we must conduct our business in a manner that enables us to fulfill this fiduciary duty. In this regard, we have developed policies and procedures in our Code of Ethics that are premised on fundamental principles of openness, integrity, honesty and trust. In addition, among other things, our Code of Ethics governs all personal investment transactions by our employees, our policies with respect to gifts and entertainment, compliance with applicable federal securities laws, the manner in which violations of our Code of Ethics are to be reported, and certain other outside activities of our employees. We will provide a copy of our Code of Ethics to any client or prospective client upon request. Under our Code of Ethics, we place certain restrictions on the personal trading activities of our employees and their immediate family members. For example, our employees will, at times, participate in initial public offerings and limited offerings, such as hedge funds, private equity funds or other types of private offerings, subject to pre-clearance procedures. In addition, it is possible that our employees will invest in the same securities (or related securities, such as warrants, options or futures) that we recommend to clients. As a result of differing trading and investment strategies or constraints, positions taken by our

employees can be the same as or different from, or made contemporaneously or at different times than, positions taken for our clients. As these situations involve potential conflicts of interest, our Code of Ethics is intended to identify and prevent actual conflicts of interest with clients and to resolve such conflicts appropriately if they do occur. For example, our employees are required to disclose both their personal securities holdings on an initial and at least an annual basis and securities transactions at least on a quarterly basis, which requirements are designed to address potential conflicts of interest that might interfere or appear to interfere with making decisions in the best interest of our clients. Therefore, the Adviser requires its employees to report personal securities transactions and holdings on a quarterly basis. However, in lieu of quarterly reporting the Adviser will accept monthly statements from its employees. Most types of transactions are only permitted on a pre-clearance basis. Any pre-clearance received will be effective for a designated amount of time. Proof of review will be documented per the Adviser’s internal procedures. All records will remain confidential and will be maintained for five years. Subject to applicable law, we can effect transactions between clients (generally for rebalancing purposes and to correct misallocations of trades) where one client will purchase securities from another client (including a private investment fund or account in which we, our affiliates, principals or employees may have a significant interest). Such transactions (i.e., cross trades) will be effected only when we believe that such transactions are in the best interest of the applicable clients. Such transactions will be placed through an unaffiliated broker-dealer or custodian, will not involve any accounts subject to ERISA, and will be effected for cash consideration, at prices that reflect prevailing market conditions. In addition, no brokerage commission or transfer fee will be paid to us or our affiliates in connection with any such transaction. Any transaction costs incurred in connection with any such transaction will be shared pro rata between the applicable clients. In the event that we effect a cross trade between an account in which we or our principal owns more than twenty five percent (25%) and another client account, such transaction may be deemed to be a principal transaction under the Advisers Act. Such transactions would create a conflict of interest for us because we may put our or our principal’s interests in such accounts before the interests of our client in the other account. We will not affect any cross trades between accounts if we believe that such trade would result in a principal transaction, unless: 1) We believe that such transaction is in the best interest of the clients participating in the transaction; and 2) We obtain the consent of the applicable clients to the extent required under the Advisers Act. We will buy or sell securities for one client at the same time that we or our related persons buy or sell the same security for one or more other clients. This will typically happen when more than one client is capable of purchasing or selling a particular security based on investment objectives, available cash and other factors. This may create a conflict of interest if one account may benefit from making the trade before or after the other account.

We will generally seek to aggregate trades, as described below in Item 12 under “Aggregation of Orders,” to avoid any such conflict of interest. The Adviser manages an employee fund that is able to make investments outside of the mandate of the Funds it advises. This fund has not invested in securities that overlap with the Funds managed by the Adviser. These investments include direct investments into SPAC sponsors, making loans to SPAC sponsors and assisting SPAC sponsors in completing business combinations. While the Funds may invest in the public securities of these sponsors, any investment decisions will be made on behalf of the Funds prior to the employee fund. While the Adviser does not believe that this arrangement creates conflicts of interests with the Funds, any potential or perceived conflicts are brought to the attention of the Chief Compliance Officer.

Brokerage Execution; Selection of Brokers The Adviser has full discretionary authority to manage clients’ accounts, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. The Adviser’s authority is limited by its own internal policies and procedures and each client’s investment guidelines. The Adviser seeks to obtain “best execution” for client transactions. The Adviser has designated certain employees (the “Best Execution Committee”) to review the quality of executions and the value of other services received from brokers. The Best Execution Committee will assess the brokerage relationships and commissions paid per the standards as described below. The Adviser seeks to obtain the best combination of brokerage expenses and execution quality, but is not required to select the broker or dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. In evaluating “execution quality,” historical net prices (after markups, markdowns or other transaction-related compensation) on other transactions may be a principal factor, but other factors may also be relevant, including: the execution, clearance, and settlement and error correction capabilities of the broker or dealer generally and in connection with securities of the type and in the amounts to be bought or sold; the broker’s or dealer’s willingness to commit capital; reliability and financial stability; the size of the transaction; availability of securities to borrow for short sales; and the market for the security. Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. We have not committed to provide any level of brokerage business to any broker to date, and actual brokerage business received by any broker may be less than the suggested allocations, but can (and often does) exceed the suggestions, because total brokerage is allocated on the basis of all the considerations described above. We have adopted policies and procedures intended to seek best execution on an ongoing basis for securities transactions, based upon the aforementioned factors. We periodically evaluate the execution performance of the broker-dealers we use to execute client transactions. We also evaluate, and seek to resolve, any conflicts of interest that we may have in selecting brokers to execute client transactions. In the event that we direct client transactions to a particular broker-dealer in return for soft

dollar benefits, we will generally follow the same practices described above when selecting such broker-dealer. Research and Other Soft Dollar Benefits Soft dollar arrangements arise when an investment adviser obtains products and services, other than securities execution, from a broker in return for directing client securities transactions to the broker. Soft dollar arrangements pose a conflict of interest for us in that such arrangements allow us to pay with client commissions expenses that would otherwise be borne by us. In the event that we use client brokerage commissions (or markups or markdowns) to obtain research or other products or services, we would receive a benefit because we do not have to produce or pay for the research, products or services. We believe that this conflict is mitigated because our clients will generally pay for research as a “hard dollar” expense pursuant to their respective investment management agreements. We may have an incentive to select a broker based on our interest in receiving the research or other products or services offered by such broker, rather than on our clients’ interests in receiving most favorable execution. We have entered into commission sharing arrangements (“CSAs”) with Virtu Financial LLC (“Virtu”) and Goldman Sachs & Co. LLC (“Goldman Sachs”) pursuant to which we direct a portion of client brokerage commissions to these broker-dealers in exchange for access to research and brokerage products and services. These CSA arrangements constitute soft dollar arrangements within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended. The research and brokerage products and services obtained through these CSA arrangements may be used to service all of our client accounts and not exclusively in connection with the management of the client account that generated the particular commission. These CSA arrangements present a conflict of interest because we may have an incentive to direct client brokerage to Virtu and Goldman Sachs based on our interest in receiving research and other services, rather than solely on the basis of best execution for our clients. We seek to mitigate this conflict by evaluating all brokers — including Virtu and Goldman Sachs — against our best execution standards as described above, and by ensuring that commissions paid under our CSA arrangements are reasonable in relation to the value of the research and brokerage services provided. In addition, we execute securities transactions on behalf of client accounts with brokerdealers that provide us with access to proprietary research reports (such as standard investment research and credit reports). To our knowledge, these services are generally made available to all institutional investors doing business with such broker-dealers. These bundled services are made available to us on an unsolicited basis and without regard to the rates of commissions charged or paid by client accounts or the volume of business that we direct to such broker-dealers. We comply with the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended. Under this provision, in exercising our discretionary authority to select or arrange for the selection of brokers for execution of transactions for our clients, and, subject to our duty to obtain best execution, we may consider the value of research and brokerage products and services (collectively, “Research”) provided by such brokers. Accordingly, if we determine 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, our clients may pay commissions to such broker in an amount

greater than the amount another broker might charge. Research that we acquire from brokers may include, among other things, proprietary research, which may be written or oral. Research products that we acquire from brokers may include, among other things, databases and quotation services, and Research services may include, among other things, research concerning market, economic and financial data, a particular aspect of economics or on the economy in general, statistical information, pricing data and availability of securities, financial publications, electronic market quotations, performance measurement services, analyses concerning specific securities, companies, industries or sectors, market, economic and financial studies and forecasts, appraisal services, and invitations to attend conferences or meetings with management or industry consultants. We may in the future acquire other Research with client brokerage commissions in accordance with our policies and procedures. Research provided by brokers may be used to service all client accounts and not exclusively in connection with the management of the client account that generated the particular soft dollar benefit. Where a product or service obtained with client commission dollars provides both research and non-research assistance to us, we will make a reasonable allocation of the cost which may be paid for with client commission dollars. Our prime broker(s) generally provide us with certain front and back office services, such as trading, securities lending, clearing, reporting, and settlement for equities, fixed income, foreign currency and options, capital introduction and talent recruiting, among other services. From time to time, we expect to utilize one or more of the services that are offered to us. Subject to applicable law, our prime brokers may also provide us with capital introduction services. Our clients will pay fees to the prime brokers in accordance with the fee schedules negotiated with such prime brokers. Each fiscal year, we take into account the quality, comprehensiveness and frequency of available research services and products considered to be of value provided by brokers when directing client transactions to a particular broker. We direct transactions to such brokers consistent with best execution. Brokers sometimes suggest a level of business they would like to receive in return for the research services and products they provide; however, we have not committed to provide any level of brokerage business to any broker. Our Best Execution Committee also evaluates, generally on a quarterly basis, the execution performance of the broker-dealers we use to execute client transactions and resolves any conflicts of interest that we may have had in selecting brokers to execute client transactions. Brokerage for Client Referrals Subject to applicable law, we may direct some client brokerage business to brokers who refer prospective investors to the private investment funds we manage, consistent with best execution. Because such referrals, if any, are likely to benefit us but will provide an insignificant (if any) benefit to our clients, we have a conflict of interest with our clients when allocating client brokerage business to a broker who has referred investors to us. To prevent client brokerage commissions from being used to pay investor referral fees, we will not allocate client brokerage business to a referring broker unless we determine in good faith that the commissions payable to such broker are not materially higher than those available from non-referring brokers offering services of substantially equal value to the client account.

Trade Errors Subject to applicable law and the terms of our written agreements with clients, our clients will (i) be responsible for any losses resulting from trading errors and similar human errors, absent our willful misconduct or gross negligence, which, for the avoidance of doubt, will not include errors in judgment or mistakes made in good faith, in the performance of our obligations and duties (or those of our affiliates or personnel) in respect of our clients, and (ii) receive the gain from such trading errors, as the case may be. We face a potential conflict of interest because, should a trade error occur, generally we (and not an independent third party) would be the party that determines whether such trade error resulted from our willful misconduct or gross negligence. However, notwithstanding this potential conflict of interest, in all cases, we would make such determination in good faith. We may correct misallocations of trades among client accounts by re-allocating the applicable trade using the intended allocation methodology prior to the trade’s settlement date. If an erroneous allocation cannot be corrected prior to or after settlement, we may, if appropriate and subject to applicable law, correct such erroneous allocation by effecting a cross trade between client accounts at the price at which the initial trade was effected. Aggregation of Orders We will generally aggregate client trades, subject to best execution. Aggregation, or “bunching,” describes a procedure whereby an investment adviser combines the orders of two or more clients into a single order for the purpose of obtaining better prices and lower execution costs. Aggregation opportunities for us generally arise when more than one client is capable of purchasing or selling a particular security based on investment objectives, available cash and other factors. If investments on behalf of multiple clients are made, the amount sought for each client is determined by the portfolio manager prior to entry of the order for the security expected, taking into consideration the following factors, among others: • • • • • • •

Investment objectives and requirements; Risk-management requirements; Adherence to any limits as defined in the client’s investment guidelines; Amount of assets in each client’s account; Capital availability in each managed account for trades of the type under consideration; Liquidity/availability of securities (typically there is sufficient liquidity and depth in the market); and/or Ability to settle the transaction.

When an aggregated order is filled through multiple trades at different prices on the same day, each participating Meteora Client will receive the average price, with transaction costs generally allocated pro rata based on the size of each Meteora Client’s participation in the order (or allocation in the event of a partial fill), as determined by the Adviser. In the event of a partial fill, allocations may be modified on a basis that the Adviser deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. Clients may pay more to the extent that we do not, or are unable to, aggregate trades, as

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Other than the circumstances described above in Item 10 and 12, we do not receive any economic benefits from non-clients in connection with the provision of investment advice or other advisory services to our clients. The Adviser currently does not utilize any third-party marketers or solicitors for client or investor referrals, but may do so in the future in accordance with applicable law and regulation, as set forth below If a client is introduced to us by a third-party placement agent, we and/or our affiliates may pay that placement agent a referral fee in accordance with the requirements of Rule 206(4)1 under the Advisers Act to the extent applicable. Any such referral fee will be paid solely by us or our affiliates, and will not result in any additional charge to the client, unless the

client agrees otherwise in its applicable written agreement with us. Placement agents are subject to a conflict of interest because they will be compensated in connection with their solicitation activities. This conflict applies as well to nominees that are compensated in connection with the investment of their clients’ assets with us or in the private investment funds that we manage.

There have been no legal or disciplinary events that would be material to a current or prospective client’s or Fund investor’s evaluation of our advisory business or the integrity of our management.

Client accounts are typically reviewed internally on a daily basis from an accounting / control perspective and at least weekly from a portfolio management perspective (i.e., for conformity to the objectives and risk criteria applicable to such accounts, and compliance with any applicable investment guidelines and restrictions). Investors in the Funds generally will receive a monthly account statement and audited financial statements on an annual basis. We also typically distribute tax reports to investors in the Funds. We have entered, and expect in the future to enter, into agreements (“side letters”) with one or more Fund investors that result in investment terms that differ from the terms applicable to other investors in such Fund, including, without limitation, with respect to fees, performance-based fees or allocations, and/or withdrawal terms. In addition, pursuant to side letters, we provide particular investors with more frequent and/or more detailed information regarding a Fund’s positions, performance, finances, and management and/or other information about such Fund or us (including, notification of senior employee departures, the commencement of disciplinary actions, legal proceedings, investigations or similar matters, or redemptions from the Funds by us, our affiliates and/or our respective personnel), possibly enabling such investors to better assess the prospects and performance of the Funds. As a result of such side letters, certain investors do receive additional rights and/or information that other investors will not necessarily receive. Subject to applicable law and contractual arrangements, we do not intend to disclose the terms of side letter agreements or other arrangements and do not intend to disclose the identities of the investors that have entered into such agreements with any Funds or us. We will not be required to offer such additional or different rights and terms to any or all other investors. We may provide certain additional information to any investor, or prospective investor, in a Fund (or to any of our clients or prospective clients) who requests such information. This information may be provided in response to questions and requests and in connection with due diligence meetings and other communications, but will not be distributed to other

investors and prospective investors (or other clients or prospective clients) who do not request such information. Such information may affect a prospective investor’s (or prospective client’s) decision to invest, and investors and clients (which may include our personnel, affiliates and/or related persons) who receive such additional information may be able to act on such additional information and redeem their investments potentially at higher values than other investors (or clients). Each investor and client is responsible for asking such questions that it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited information provided by us is sufficient for its needs. Generally, once a quarter, the Adviser sends a letter to Fund investors containing an unaudited prior quarter return and a description of the activity in the prior quarter, which led to the results. Additionally, the letter generally includes any current news that may be of interest to or applicable to the investor. Any managed account (if any) may have access to view their reports on a daily basis from the prime brokers and may be sent a weekly or other periodic email update on the applicable Fund’s month- or quarter-to-date performance. Any managed account will generally have its own administrator that calculates the official valuations. The Adviser can and has accommodated requests by investors for reports pertaining to their account containing information not specified above. If requested by the investor, an update call with the Adviser’s management may be arranged. The Adviser typically sends out a monthly report to the investors in each Fund discussing the performance for the past month. We may provide clients with reports in such forms and at such times as such clients and we may agree. The custodians of any separately managed accounts that we manage may send account statements to the owners of such accounts. In general, since a separately managed account client would directly own the positions in its account, such client may have full, real-time transparency as to all transactions and holdings in such account, and may be better able to assess the future prospects of a portfolio that is substantially similar to the portfolios of the private investment funds managed by us. Separately managed account clients may have the right to withdraw all or a portion of their capital from such accounts on shorter notice and/or with more frequency than the terms applicable to an investment in the private investment funds that we manage.

Client funds and securities are maintained by qualified custodians to the extent required by Rule 206(4)-2 under the Advisers Act. However, for purposes of the Advisers Act, we may be deemed to have custody of certain client assets. For clients that are investment funds, we generally comply with Rule 206(4)-2 under the Advisers Act by obtaining an annual audit as required under that rule. The owners of any separately managed accounts over which we have custody will receive account statements from the custodians for such accounts, and are urged to carefully review those statements. To the extent that such account owners were to also receive account statements from us (which currently is not expected), they are urged to compare those statements with the statements that they receive from their custodians.

We have discretionary authority to manage securities accounts on behalf of our clients. Clients give us this discretionary authority when they enter into a written agreement with us. The investors in the private investment Funds managed by us generally may not place any limits on our authority beyond the limitations set forth in the Fund Documents for such private investment Funds. On a case by case basis, clients other than the Funds may negotiate certain risk and/or operating guidelines that we will adhere to when exercising our discretionary authority over such accounts.

We have the authority to vote proxies on behalf of the Funds and separate account clients. We may delegate the authority to vote proxies for other client accounts to the extent provided in a written agreement with a particular client. We have adopted proxy voting policies and procedures that are designed to ensure that in cases where we vote proxies with respect to client securities, such proxies are voted in the best interests of such clients, and that any material conflict of interest between our interests and the interests of our clients will be resolved in a manner that is consistent with the best interests of clients and in a manner not affected by such conflict of interest. To the extent that we are authorized to vote proxies for a client account, invest in a security for a client account for which a proxy vote may arise and receive timely notice of such proxy from the client’s custodian, we will be guided by general fiduciary principles and will seek to act in a manner intended to enhance the overall economic value of the applicable security. There may be times (which may be frequent) when we are authorized to vote proxies for a client account and determine that refraining from voting is in the best interest of that client. For example, we may refrain from voting a client proxy when (without limitation): (i) the economic effect on shareholder’s interests or the value of the

portfolio holding is indeterminable or insignificant; (ii) voting the proxy would unduly impair the investment management process; or (iii) the cost of voting the proxies outweighs the benefits or is otherwise impractical. In addition, we may abstain from voting a proxy on behalf of our clients’ accounts due to (1) de minimis holdings; (2) de minimis impact on the portfolio; (3) contractual arrangements with clients; (4) the failure of a proxy to provide sufficient information to allow for informed decision making; and/or (5) items relating to non-U.S. issuers (such as those described below). We may refrain from voting a proxy of a non-U.S. issuer due to logistical considerations that may have a detrimental effect on our ability to vote the proxy. These issues may include, but are not limited to: (a) proxy statements and ballots being written in a foreign language; (b) untimely notice of a shareholder meeting; (c) requirements to vote proxies in person; (d) restrictions on non-U.S. person’s ability to exercise votes; (e) restrictions on the sale of securities for a period of time in proximity to the shareholder meeting (e.g., share blocking); or (f) requirements to provide local agents with power of attorney to facilitate the voting instructions. To the extent that we have discretion to participate in class action lawsuits filed against companies or issuers in which our clients are invested, we may participate in such class action lawsuit if we believe that such participation is in the best interest of our clients on a case-by-case basis. Additionally, in the event we hold the shares of companies that are in agreements to be acquired, we will usually (but not always) vote “for” mergers. We have engaged a third-party proxy voting service, ProxyEdge, to assist in voting proxies on behalf of clients. We may, when it is believed to be in the best interest of clients, adopt such third-party’s proxy voting policies and guidelines; the cost of the third-party proxy voting service is borne by such clients, as applicable. We generally vote with the advice of the third-party proxy voting service whose recommendations are intended to be in the besteconomic interest of investors; however, we may override any recommendation of such proxy voting service that we do not believe is in the best interest of our clients. In the event that we do not accept proxy voting authority over a client’s securities, we generally will not accept questions about particular solicitations from such client, who should contact its custodian to coordinate receipt of proxies and other solicitations directly from the custodian. We currently do not permit clients to direct our vote in a particular solicitation. We may enter into arrangements with clients or other investment managers pursuant to which such clients or managers have responsibility to vote proxies according to their own policies and procedures or wishes (such as in the event that we advise a separately managed account or fund-of-one, or act as a sub-adviser to a private investment fund managed by a third-party manager). A client may obtain a copy of our proxy voting policy and procedures upon request, as well as information about how we voted the client’s securities, by contacting us at the address on the cover page of this brochure.

Currently, there is no financial condition that is reasonably likely to impair our ability to meet contractual commitments to our clients.