MFN Partners Management, LP

For purposes of this Brochure, the “Investment Manager” means MFN Partners Management, LP, a Delaware Limited Partnership, together (where the context permits) with its affiliated general partner of the Partnership (as defined below). Established in 2016, the principal owners of the Investment Manager are Michael DeMichele and Farhad Nanji. The Investment Manager provides investment advisory services to an investment vehicle, MFN Partners, LP (the “Partnership”), that is exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The strategy of the Partnership is to invest in securities that can be purchased at a significant discount to underlying economic value. The Partnership seeks to do so by combining investment expertise and the ability to be flexible across a variety of different asset classes, industries and geographies with fundamental analysis, thoughtful consideration of risk, intellectual honesty, and a disciplined investment approach. The Investment Manager’s advisory services consist of investigating, identifying, and evaluating investment opportunities, structuring, negotiating, and making investments on behalf of the Partnership, managing and monitoring their performance and disposing of such investments. The Investment Manager provides investment advisory services to the Partnership in accordance with the investment management agreement (the “Investment Management Agreement”) and the Partnership’s limited partnership agreement (as amended, the “Partnership Agreement”). The Investment Manager is permitted to provide investment advisory services to other clients, including investment funds and managed accounts that may either co-invest with the Partnership or follow investment programs similar to or different from that of the Partnership, but does not currently provide such services to other clients. Investment advice is provided directly to the Partnership, subject to the discretion and control of MFN Partners GP, LLC (the “General Partner”), and not individually to the investors in the Partnership (each a “Limited Partner”). Investment restrictions for the Partnership, if any, are established in the Partnership Agreement, the confidential Private Placement Memorandum of the Partnership, the Investment Management Agreement and/or side letter agreements (although no side letters currently exist) negotiated with investors in the Partnership (such documents collectively, the Partnership’s “Organizational Documents”). The Investment Manager does not currently participate in any Wrap Fee Programs. As of January 1, 2026, the Investment Manager managed $9,987,943,039 on a discretionary basis, which represents the net asset value (regulatory assets under management minus outstanding indebtedness or other accrued but unpaid liabilities) of assets as of such date. The Investment Manager does not manage any assets on a non-discretionary basis.

The Investment Manager receives a Management Fee and the General Partner is allocated a Performance Allocation (each as defined below) from the Partnership. Additionally, consistent with its Organizational Documents, the Partnership typically bears certain out-of-pocket expenses incurred by the Investment Manager in connection with the services provided to the Partnership. Further details about certain common fees and expenses are set forth below. Management Fee As compensation for investment supervisory services rendered to the Partnership, the Investment Manager receives from the Partnership a management fee (the “Management Fee”) calculated based on the aggregate net asset value of the Partnership. The Management Fee and expenses paid by the Partnership are indirectly borne by investors in the Partnership. The Management Fee billed to and received from the Partnership is payable quarterly in advance. In the event that an investor makes a withdrawal or receives a distribution from the Partnership other than as of the first day of a calendar quarter, the investor is reimbursed a portion of the Management Fee based on the number of days remaining in the quarter, and such reimbursement is specifically allocated to the investor making the withdrawal or receiving the distribution. The precise amount of, and the manner and calculation of, the Management Fee for the Partnership is established by the Investment Manager and set forth in the Partnership Agreement received by each investor prior to investment in the Partnership. The Management Fee and other fees described herein are generally subject to modification, waiver or reduction by the Investment Manager in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and/or other arrangements, which will be disclosed to other investors in the Partnership. The Investment Manager currently waives the Management Fee with respect to the Investment Manager, the General Partner, their affiliates, their respective current or former partners and/or employees, and their respective relatives and estate planning and charitable vehicles, which waivers will not be separately disclosed to other investors in the Partnership. Notwithstanding that such investors do not pay the Management Fee, all investors pay for their pro rata share of certain Partnership Expenses (as defined below). The fee structures described herein can be modified from time to time in accordance with the terms of the Organizational Documents. Upon termination of the Investment Management Agreement, the Management Fee that has been prepaid is returned on a prorated basis. Performance Compensation Please refer to Item 6. Expenses Investment Manager Expenses The Investment Manager is responsible for all ordinary overhead expenses such as rent, utilities, supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, employee benefits including insurance, payroll taxes and compensation of all personnel of the Investment

Manager, and other routine administrative expenses relating to the advisory services and facilities provided by the Investment Manager to the Partnership, none of which are borne by the Partnership. Partnership Expenses Pursuant to the Partnership Agreement, the Partnership will bear out of the capital and/or income of the Partnership all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the conduct of the affairs of the Partnership, or in connection with the management thereof (the “Partnership Expenses”) including but not limited to the following: (i) the payment of the Management Fee; (ii) all fees and expenses (including indemnities) of the custodian, the Partnership’s accountant (including outsourced accounting), auditors, tax consultants, legal advisors, valuation firms, the Partnership’s prime broker and any other service provider of the Partnership; (iii) administration fees and other expenses charged by or relating to the services of third-party providers of administration services in accordance with the applicable administration agreements; (iv) excluding any analysis expenses and any expenses to be borne by the Investment Manager pursuant to the Partnership Agreement, third-party and out-of-pocket research expenses and market data expenses (including, without limitation, news, quotation, statistics and pricing services; hardware, software, databases and other technical and telecommunications services and equipment used in the investment management and order management processes; and consulting fees in connection with investigating and monitoring potential and existing investments); (v) thirdparty and out-of-pocket fees and expenses relating to systems and software used in connection with the operation of the Partnership and investment related activities (including, without limitation, any accounting and administrator-like functions that the Investment Manager performs in-house); (vi) expenses relating to the purchase, sale, transmittal, maintenance and administration of the Partnership’s investments and other investment-related expenses, including but not limited to: (A) research and due diligence costs in respect of consummated and unconsummated transactions, broker commissions, interest on margin accounts and other indebtedness, custodial fees and bank service fees, and (B) expenses incurred by or on behalf of the General Partner relating to (i) any review, waiver or amendment of documents by outside counsel related to investments by the Partnership, (ii) employing outside lawyers or consultants in connection with the making, purchasing or restructuring of any investments, (iii) out-of-pocket expenses of the General Partner and its agents, including the reasonable expenses of exercising observation rights (including through a representative), and (iv) all other extraordinary expenses of the General Partner pursuant to the Partnership Agreement; (vii) management, development, profit-sharing or other fees or expenses (including, in certain instances, an operating partner’s operational and overhead expenses) charged by sub-advisors, operating partners or third parties who manage or source certain private investments (including joint ventures, investment companies, partnerships and other pooled investment vehicles); (viii) interest and fees (including, without limitation, commitment, structuring, and underwriting fees) on margin loans, committed loan facilities, total return swaps and other indebtedness; (ix) fees and expenses in connection with any advisory board or committee of the Partnership or the Investment Manager; (x) entity-level taxes (provided that any taxes, interest, penalties or additions to tax and related amounts reimbursed or described in the Partnership Agreement that are attributable to one or more (but less than all) Limited Partners as a result of their status as a Partner may be paid by or on behalf of the Partnership but shall not be treated as Partnership Expenses); (xi) costs and expenses incurred in connection with the dissolution, winding up, liquidation or termination of the Partnership; (xii) costs and expenses

incurred in connection with any meeting of the Partners relating to the Partnership; (xiii) any insurance premiums and other insurance-related expenses for any insurance that the General Partner causes the Partnership to purchase to insure the Partnership, General Partner, Investment Manager, any other Indemnified Party (as defined below) or any person indemnified by the Partnership against liability in connection with the activities of the Partnership; provided, that, in the event the General Partner seeks primary coverage for acts or omissions for which Indemnified Parties are not entitled to indemnification in accordance with the Partnership Agreement, the Partnership shall not bear the cost of any such coverage; (xiv) any reimbursement of the General Partner or the Investment Manager for the full amount of any Partnership Expenses incurred or advanced by the General Partner or Investment Manager, as applicable, hereunder on behalf of the Partnership, and the General Partner’s or Investment Manager’s estimate of the Partnership’s pro rata share of any Partnership Expenses incurred or advanced by the General Partner or Investment Manager on behalf of the Partnership and other clients of the Investment Manager; (xv) any reasonable issuance expenses, including legal, tax, accounting, filing and other organizational expenses incurred in connection with the formation of the Partnership and related entities, as well as fees and expenses relating to the offer and sale of Interests (including, without limitation, organizational fees and expenses), which may, in the General Partner’s sole discretion, be amortized over a sixty (60) month period; and (xvi) all other expenses associated with the operations of the Partnership and its investment activities as the General Partner or the Investment Manager deems necessary or advisable to incur. Certain expenses that would otherwise be payable by the Partnership are reduced using “soft” or commission dollars, as discussed in Item 12 below. Allocation of Expenses In exercising its discretion to allocate fees and expenses, the Investment Manager faces a variety of potential conflicts of interest. With respect to allocating expenses, including to the extent not addressed in the Organizational Documents, the Investment Manager makes allocation determinations in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation. The Investment Manager will make any corrective allocations and take mitigating steps if it determines such actions are necessary or advisable. The Investment Manager, from time to time, engages third-party advisers and consultants who provide services relating to deal-sourcing and investment opportunities. Any fees and expenses associated with such investment opportunities will be allocated consistent with the allocation process described above and, accordingly, the Investment Manager allocates certain appropriate fees and expenses to the Partnership. Brokerage Fees When a broker is used in connection with an investment by the Partnership, the Partnership incurs brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below. Neither the Investment Manager nor any of its supervised persons accept compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

Methods of Analysis and Investment Strategies Investment Strategy The strategy of the Partnership is to invest in securities that can be purchased at a significant discount to underlying economic value. The Partnership seeks to do so by combining investment expertise and the ability to be flexible across a variety of different asset classes, industries and geographies with fundamental analysis, thoughtful consideration of risk, intellectual honesty and a disciplined investment approach. Portfolio construction is determined with the long-term preservation of the Partnership’s capital as a paramount objective. In considering the composition of the overall portfolio, the Investment Manager will seek to identify investment opportunities that offer appropriate expected risk/return characteristics. There may be times when the Investment Manager ascertains that the best investment strategy is to be patient and hold cash. Portfolio Construction The Partnership has a broad investment mandate that contemplates investing in a range of financial instruments, asset classes and geographic regions, including those with respect to which the Investment Manager has limited experience. An investment in the Partnership entails various risks, including the speculative nature of the Partnership’s activities; the illiquidity of interests in the

Partnership; the illiquidity of certain investments the Partnership makes; the risk that the markets continue indefinitely to undervalue the Partnership’s investments or that the investments fail to appreciate as anticipated by the Investment Manager; and the fact that the Partnership is permitted to invest in, subscribe for, purchase or otherwise acquire, and/or sell (including short sales) or otherwise dispose of investments of all types, including, without limitation, stock (including preferred and convertible stock as well as common stock of any type), warrants, options, swaps, trade claims, bank debt (including undrawn revolvers), bonds, other debt instruments including self-originated loans, currency, futures, derivatives, commodities, contract rights of any kind, royalty interests, non-U.S. securities and other assets (including in emerging and frontier markets), structured investment vehicles, secured and unsecured instruments, asset-backed securities, commercial and residential mortgage-backed securities, real estate and related instruments, other complex financial instruments and rights and distressed assets. The assets in which the Partnership invests include securities which are listed or traded on domestic or non-U.S. exchanges or other trading networks (including over the counter markets), as well as assets that are unlisted and trade infrequently or not all. Short positions are not expected to constitute a major part of the Partnership’s investment activities. At times, a significant amount of the Partnership’s investments are expected to be in securities or other assets that are not freely tradeable or are otherwise illiquid. Such investments include interests in private equity investments, real estate, leveraged buyout vehicles and joint ventures, which are typically organized as limited partnerships or limited liability companies, and in some cases are managed by third-party asset managers that specialize in the particular class of assets under management. The Partnership also participates in private investments in public equity (“PIPEs”), which are generally not registered with the SEC until after a certain time period from the date the private sale is completed, and otherwise privately-placed securities, interests and loans. The Partnership utilizes leverage and typically obtains leverage in its accounts with its prime brokers and through derivatives contracts. The Partnership may also obtain leverage through other means, including, without limitation, other forms of direct and indirect borrowings and other instruments and transactions that are inherently leveraged. Any such borrowing or other leverage may be incurred directly by the Partnership or through other subsidiaries or special purpose vehicles, structured products, or otherwise. The amount of leverage employed at any time will vary (potentially significantly) as a function of the risk characteristics of the portfolio, investment opportunities, borrowing rates, and other factors determined by the Investment Manager in its sole discretion. To the extent not otherwise invested, the Partnership generally expects to hold cash, cash equivalents, U.S. treasuries or other short-term securities, or money market funds to attempt to minimize counterparty credit exposure. In making investment decisions, the Partnership relies on the advice of the Investment Manager rather than any specific objective criteria. There is no guarantee that the Partnership will achieve its investment objective. Prospective investors should be prepared to suffer a significant or even total loss of their invested capital. An investment in the Partnership involves a high degree of risk, including the risks associated with price volatility and the potential for principal loss. The Partnership could realize substantial losses, rather than gains, from some or all of the positions or

strategies described herein. Prospective investors must bear the economic risk of an investment in the Partnership for an indefinite period. The ability of investors to withdraw Interests is limited. Risks Equity Risk. The market price of securities owned by the Partnership may go up or down, sometimes rapidly or unpredictably. A risk of investing in the Partnership is that the equity securities in the Partnership’s portfolio will decline in value due to factors affecting equity securities markets generally or particular industries represented in those markets. The values of equity securities may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. Other risks of investing globally include changes in currency exchange rates, exchange control regulations, expropriation of assets or nationalization, imposition of withholding or other taxes, and difficulty in obtaining and enforcing judgments against non-U.S. entities. Investment in Illiquid Assets. The Partnership invests in illiquid and/or restricted investments including, but not limited to, securities whose disposition is restricted by securities laws, otherwise privately-placed securities or interests, and Bank Loans (as defined below). Illiquid investments include most investments the disposition of which is subject to substantial legal or contractual restrictions and are generally viewed as investments that cannot be disposed of within seven business days at approximately the amount which the Investment Manager has valued the investments. The Investment Manager may experience significant delays in disposing of illiquid investments and/or be unable able to sell them for the price the Partnership paid or the price at which the Investment Manager has valued them. The Investment Manager expects that transactions in illiquid investments will entail registration expenses and/or other transaction costs that are higher than those for transactions in liquid investments. A withdrawing Limited Partner with an interest in a “Restricted Investment” (as defined in the Organizational Documents) should not expect to receive any amount with respect to such interest until the related investment is realized or deemed realized. The Partnership will, from time to time, (1) possess material, non-public information about a borrower or issuer, or (2) be an affiliate of a borrower or an issuer. Such information or affiliation will limit the ability of the Partnership to buy and sell investments. Corporate Debt. Corporate debt securities are subject to (1) the risk of the issuer’s inability to meet principal and interest payments on the obligation, and/or (2) price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. When interest rates rise, the value of corporate debt securities can be expected to decline. Debt securities with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities. Bank Loans. The Partnership invests in corporate bank debt (“Bank Loans”) and participations therein originated by banks and other financial institutions. It is anticipated that such Bank Loans will primarily be term loans, pay interest at a fixed or floating rate and may be senior or subordinated. There can be no assurance that there will be adequate liquidity for buying or selling

Bank Loans. The Partnership acquires interests in Bank Loans either directly (by way of sale or assignment) or indirectly (by way of participation). In purchasing participations and other derivatives, the Partnership generally has neither the right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower and may not directly benefit from the collateral supporting the underlying debt obligation in which it owns a participation. As a result, the Partnership will assume the credit risk of both the borrower and the institution selling the participation or other derivative contract. Distressed Investments. The Partnership invests in the securities and obligations of distressed and bankrupt issuers, including debt obligations that are in covenant or payment default. Such investments generally are considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid, if at all, only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments and the amount of any recovery may be affected by the relative security of the Partnership’s investment in the capital structure of the issuer. In certain periods, there may be little or no liquidity in the markets for these securities or instruments. In addition, the prices of such securities or instruments can be subject to abrupt and erratic market movements and above-average price volatility. It is generally more difficult to value such securities and the spread between the bid and ask prices of such securities may be greater than normally expected. If the Investment Manager’s evaluation of the risks and anticipated outcome of an investment in a distressed security are incorrect, the Partnership could lose a substantial portion or all of its investment and/or be required to accept cash and/or securities with a value less than the original investment. Fixed-Income Securities. The Partnership invests in bonds and other fixed-income securities, including, without limitation, commercial paper and “higher yielding” (and, therefore, higher risk) debt securities. Such securities may be below “investment grade” and face ongoing uncertainties and exposure to adverse business, financial or economic conditions, leading to the issuer’s inability to make timely interest and principal payments. The market values of certain of these lower rated debt securities tend to reflect individual corporate developments to a greater extent than do higher rated securities, which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than higher rated securities. Companies issuing lower rated debt securities often are highly leveraged and may not have access to more traditional methods of financing. Reorganization Transactions. The Partnership invests in the securities of companies involved in mergers, consolidations, liquidations and reorganizations or as to which there exist tender or exchange offers (collectively, “Reorganization Transactions”). There can be no assurance that any Reorganization Transaction proposed at the time the Partnership makes an investment will be consummated on the terms and timeframe contemplated or at all. In any Reorganization Transaction the Partnership could lose its entire investment, be required to accept cash or securities with a value less than the Partnership’s original investment and/or be required to accept payment over an extended period. The Partnership may invest in negotiated (or “friendly”) reorganizations, or in non-negotiated (or “hostile”) takeover attempts. Participating in Reorganization Transactions generally requires more active involvement in the affairs of the issuer than is typical for other investors, which will result in increased legal expenses and/or other costs to the Partnership.

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The Investment Manager provides investment supervisory services to the Partnership. Investment advice is provided directly to the Partnership and not individually to investors in the Partnership. Interests in the Partnership are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in the Partnership are generally “qualified purchasers” as defined in the 1940 Act, and include, among others, charitable and not-for-profit organizations, university endowments, high net worth individuals, trusts, and other entities. The Investment Manager does not currently have a minimum commitment size for investment in the Partnership but reserves the right to establish such a minimum in the future.

With respect to the Partnership, a portion of its profits are allocated to the capital account of the General Partner as a performance allocation, subject to loss recovery account protection (the “Performance Allocation”). The precise amount of, and the manner and calculation of, the Performance Allocation is set forth in the Partnership Agreement received by each investor prior to investment in the Partnership. The General Partner is a related person of the Investment Manager. The General Partner currently waives the Performance Allocation with respect to the Investment Manager, the General Partner, their affiliates, their respective current or former partners and/or employees, and their respective relatives and estate planning and charitable vehicles, which waivers will not be separately disclosed to other investors in the Partnership.

The Investment Manager has claimed, and expects to continue to claim, an exemption from registration as a commodity pool operator with respect to the Partnership, pursuant to Rule 4.13(a)(3) under the Commodity Exchange Act, as amended. Neither the Investment Manager nor any of its partners or employees is registered, nor does any of the foregoing have any applications pending to register, with the SEC as a broker-dealer or a registered representative of a broker-dealer. Michael DeMichele and Farhad Nanji are both key personnel of the General Partner and the Investment Manager.

Trading Code of Ethics The Investment Manager has adopted a written Code of Ethics that is applicable to all of its partners/members, officers and employees, and, potentially, certain independent contractors (collectively, “Investment Manager Personnel”). The Code of Ethics, which is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (as amended, the “Advisers Act”), establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations. Investment Manager Personnel and their families and households are allowed, in limited circumstances, to purchase investments for their own accounts, including the same investments purchased or sold for the Partnership, subject to the terms of the Code of Ethics. Under the Code of Ethics, Investment Manager Personnel are also required to file certain periodic reports with the Investment Manager’s Chief Compliance Officer as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps the Investment Manager detect and prevent potential conflicts of interest. Investment Manager Personnel who violate the Code of Ethics are subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. Investment Manager Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Investment Manager Personnel are required to annually certify compliance with the Code of Ethics. A copy of the Code of Ethics is available to any client or prospective client on written request to: legal@mfnpartners.com.

Conflicts of Interest Management of the Partnership. The employees and members of the General Partner and the Investment Manager are not obligated to devote their full time to the Partnership, but will devote such time as, in the judgment of the General Partner, the Partnership’s affairs reasonably require. The Investment Manager may (but does not currently) provide investment advice to other clients, including investment funds, that may either co-invest with the Partnership or follow investment programs similar to or different from that of the Partnership (each, a “Related Fund”). In addition, the Investment Manager and the investment professionals thereof may (but do not currently) have investments in other Related Funds or interests in the performance of other Related Funds which pose conflicts of interest. The material conflicts of interest encountered by the Partnership or a Related Fund include those discussed below, although the discussion below does not describe all the conflicts that may be faced by the Partnership or a Related Fund. Other conflicts are disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. By reason of the investment advisory and other activities of the General Partner and the Investment Manager, Investment Manager Personnel periodically acquire confidential or material, non-public information or otherwise become restricted (including any voluntary restriction) from transacting in certain securities. Except as required by law, the General Partner and the Investment Manager are generally not free to divulge, or to act on, any such confidential information with respect to their performance of their responsibilities to the Partnership and that, due to such a restriction, the General Partner or its affiliate could be prevented from initiating a transaction on behalf of the Partnership that it otherwise might have initiated. Farhad Nanji serves on the board of PennyMac Financial Services Inc (NYSE: PFSI), which tenure began before the formation of the Investment Manager or the Partnership. He receives standard board compensation from PennyMac for his services, which he retains. The Partnership is invested in, and expects to remain invested in, PennyMac. Farhad Nanji serves on the board of McDermott International, Ltd. He is entitled to receive standard board compensation from McDermott for his services, which is paid directly to the Partnership. The Partnership is invested in, and expects to remain invested in, McDermott. Allocation of Investment Opportunities by the Partnership and other Related Funds. The Investment Manager may (but presently has not) organize Related Funds. In such case, purchase and sale orders may generally be combined for Related Funds with each entity paying its pro rata share of the total commission and paying or receiving its pro rata share of the cost or proceeds. There may be a conflict of interest in the allocation of investment opportunities among the Partnership and other Related Funds. The Investment Manager will generally have sole discretion to allocate investment opportunities in a manner it so determines, in good faith, to be fair and equitable under the circumstances to all the entities involved, including based on such entities’ investment objectives and strategies. There can be no assurances that an investment opportunity will not be allocated wholly or primarily to other Related Funds. The Investment Manager will evaluate a variety of factors which may be relevant in determining whether a particular situation or strategy is appropriate and feasible for the Partnership or another Related Fund at a particular time.

Because these considerations may differ for the Partnership and a Related Fund, investment activities of the Partnership and a Related Funds may differ considerably from time to time. Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. Transactions with Affiliates. The Partnership Agreement allows the Partnership to participate in transactions in which the General Partner or the Investment Manager (or any of their employees, members and/or principals or any limited partner) is directly or indirectly interested. In connection with such transactions, the Partnership, on the one hand, and the General Partner, Investment Manager, their employees, members and/or principals or limited partners, on the other hand, should expect to have conflicting interests. The General Partner and the Investment Manager may also face conflicts of interest in connection with purchase or sale transactions (involving an investment by the Partnership) with an affiliate of the Partnership (including other Related Funds), including with respect to the consideration offered by, and the obligations of, the General Partner or the Investment Manager and such other affiliate. Although other Related Funds may pursue investment objectives that are similar to the Partnership, the portfolios of the Partnership and a Related Fund may differ as a result of non-pro rata allocations, of purchases and redemptions being made at different times and in different amounts, as well as because of different tax and regulatory considerations. The Partnership is permitted to enter into cross-trades (i.e., purchases and sales with other Related Funds), including “rebalancing” transactions with other Related Funds that have the same investment objectives as the Partnership. To the extent that cross trades may be viewed as principal transactions due to the ownership interest in the Partnership and/or a Related Fund by the Investment Manager or its personnel, or to the extent the Investment Manager otherwise engages in principal transactions, the Investment Manager will comply with the requirements of Section 206(3) of the Advisers Act. Personal Trading. The Organizational Documents do not prohibit the General Partner, the Investment Manager, or their respective general partners or employees from buying or selling securities or other investments for their own account. However, as noted above in this Item 11, Investment Manager Personnel and their families and households are only allowed to purchase investments for their own accounts in limited circumstances. The records of any such trades will not be open to inspection by Limited Partners. The Investment Manager maintains compliance policies and procedures, including personal trading policies and procedures, designed to reduce potential conflicts of interest. With respect to such personal accounts, the General Partner, the Investment Manager, or their respective general partners or employees are generally not allowed to initiate investment positions in investments invested in by the Partnership. Side Letter Agreements. There are currently no side letter arrangements. However, in accordance with the Partnership Agreement, the General Partner, in its sole discretion, is permitted to enter into separate agreements with Limited Partners setting forth the terms of investment by such Limited Partners in the Partnership, subject, in certain instances, to the rights of other Limited Partners to obtain additional rights granted by such agreements. Among other things, such agreements could provide for Management Fees, Performance Allocations, liquidity terms and/or transparency rights more favorable than are available to other investors.

Valuation of the Partnership’s Assets and Liabilities by the Investment Manager. The Investment Manager is responsible for valuing the Partnership’s assets and liabilities. Such valuations by the Investment Manager will be conclusive and binding on the Partnership. Because such valuations drive the calculation of the Management Fees and Performance Allocations, there is an inherent potential conflict of interest. The Investment Manager has policies and procedures (which are available for Limited Partners to review) designed to identify and manage such conflict. Service Providers. For certain reasons, including efficiency and economic consideration, some services required by the Partnership or the Investment Manager are outsourced in whole or in part to third parties, in each case at the discretion of the Investment Manager. The Investment Manager will have a conflict of interest in recommending the retention or continuation of a service provider to the Partnership as a result of certain service providers’ business, personal, financial or other relationships with the Investment Manager. Such service providers (or their employees) may (1) be co-investors or commercial counterparties, (2) be entities in which the Investment Manager and/or the Partnership has an investment, (3) simultaneously represent the Partnership, the Investment Manager, and/or a portfolio company, or (4) be investors in the Partnership. Other Potential Conflicts. The Organizational Documents of the Partnership establish complex arrangements among the Partnership, the Investment Manager, investors, and other relevant parties. From time to time, questions are expected to arise regarding certain parties’ rights and obligations in certain situations, some of which were not contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the Organizational Documents, if any, may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While the Investment Manager will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to the Partnership or its investors. From time to time, Investment Manager Personnel and the Partnership invest in funds or other entities managed by limited partners of the Partnership, which could incentivize such Investment Manager Personnel to afford the limited partner preferential or favored treatment, such as, for example, increased access to co-investment opportunities, and could create conflicts of interest to the extent such other funds or other entities managed by such limited partner compete with the Partnership for investment opportunities.

To meet its fiduciary duties to the Partnership, the Investment Manager has written policies to address issues that arise with respect to purchasing, holding, and selling securities and other financial instruments. The Investment Manager is solely responsible for choosing the broker or dealer used for each securities transaction for the Partnership. In negotiating commission rates and selecting broker/dealers, the Investment Manager seeks the best available combination of execution and price (which includes the cost of the transaction) and shall take into account all factors it deems

relevant, including by way of illustration, but not limited to, the financial stability and reputation of the particular broker/dealer, the ability to achieve prompt and reliable executions at favorable prices, the operational efficiency with which transactions are effected and the brokerage and research services provided by such broker/dealer, among other factors. It is noted that since commission rates are generally negotiable, selecting brokers on the basis of considerations which are not limited to applicable commission rates may at times result in higher transaction costs than would otherwise be obtainable. From time to time, the Investment Manager pays a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transaction) for effecting Partnership transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer (which may be referred to as “soft dollars”). The Investment Manager will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended, and subject to prevailing guidance provided by the SEC regarding Section 28(e). The Investment Manager believes it is important to its investment decision-making processes to have access to independent research. In certain circumstances the Investment Manager receives brokerage and research services, other than execution, from a broker-dealer or other third party in connection with Partnership transactions, the costs of which are ultimately borne by the Partnership. Brokerage and research services may include, but are not limited to, written information and analyses concerning specific securities, companies or sectors; news, quotation, statistics and pricing services, as well as discussions with research personnel and consultants; and hardware, software, databases and other technical services and equipment utilized in the investment management process. The Investment Manager is party to three formal commission sharing arrangements. Under these commission sharing arrangements, certain securities transactions are effected with the relevant broker-dealer who will (i) retain a certain minimum amount of the transaction commission for itself and (ii) transfer the remaining amount into a commission accrual pool. On a periodic basis, the Investment Manager will instruct such broker-dealer to remit payment from the commission accrual pool to one or more duly authorized service firms. Each such payment will be in return for research and brokerage services obtained by the Investment Manager from a service firm during the relevant time period, the value of which will be determined by the Investment Manager in good faith in compliance with Section 28(e). Since a portion of the overall commissions generated through the commission sharing arrangement is utilized as credit towards the receipt of research services, the commissions are higher than would otherwise be paid outside of the commission sharing arrangement. When brokerage commissions are used to obtain research or other products or services, the Investment Manager receives a benefit because it does not have to produce or pay for such research, products or services. The Investment Manager may have an incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or

services. As the Investment Manager’s only client is the Partnership, the Partnership generates and utilizes any soft dollar benefits. Neither the Investment Manager nor any related person receives client referrals from any brokerdealer or third party. Additionally, the Investment Manager does not recommend, request or require that a client direct the Investment Manager to execute transactions through a specified broker-dealer. Consistent with seeking to obtain best execution, the Investment Manager employs a number of policies and procedures designed to address the conflicts identified in this section, including review of trading commissions and brokerage relationships.

The Investment Manager does not compensate any person who is not a supervised person, including solicitors or placement agents, for client referrals. For details regarding economic benefits provided to the Investment Manager by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above.

The Investment Manager has no legal or disciplinary events required to be disclosed pursuant to this Item 9.

Oversight and Monitoring The Investment Manager regularly reviews and analyzes its existing positions to attempt to identify issues early on and to take action where necessary. The Partnership’s portfolio of investments is reviewed by senior management and other investment professionals of the Investment Manager. Reporting Investors in the Partnership typically receive, among other things, a copy of audited financial statements of the relevant Partnership within 120 days after the fiscal year end of the Partnership, as well as quarterly performance reports after each fiscal quarter end. The Investment Manager and the General Partner will, from time to time, in their sole discretion, provide additional information relating to the Partnership to one or more investors in the Partnership as they deem appropriate.

The Investment Manager is deemed to have custody of the Partnership’s assets because of its authority over such assets. The Partnership’s financial statements are subject to an annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and the audited financial statements of the Partnership will be distributed to each investor within 120 days of the Partnership’s fiscal year end. The Partnership’s audited financial statements are prepared in accordance with U.S. generally accepted accounting principles.

Investment advice is provided directly to the Partnership (and not individually to the investors in the Partnership) on a discretionary basis. Services are provided to the Partnership in accordance with the Investment Management Agreement and/or the other Organizational Documents of the Partnership. Investment restrictions for the Partnership, if any, are generally established in the Organizational Documents of the Partnership.

The Investment Manager has established written policies and procedures setting forth the principles and procedures by which the Investment Manager votes or gives consent with respect to securities owned by the Partnership (“Votes”). The guiding principle followed by the Investment Manager is to vote in the best interests of the Partnership by maximizing the economic value of the Partnership’s holdings, taking into account the Partnership’s investment horizon, the provisions of the Organizational Documents, and all other relevant facts and circumstances the Investment Manager determines to be appropriate at the time of the vote. The Investment Manager does not permit Voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. It is the Investment Manager’s general policy to vote or give/decline consent on all matters presented to security holders in any Vote. However, the Investment Manager reserves the right to abstain on any particular Vote or otherwise withhold its vote or consent on any matter if, in the judgment of the Investment Manager’s CCO or the relevant investment professional, the costs associated with voting such Vote outweigh the benefits to the Partnership or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the Partnership. The Partnership generally cannot direct the Investment Manager’s Vote. The Investment Manager directs the Partnership’s participation in class actions, and the Investment Manager has class action policies and procedures in connection therewith. The Investment Manager determines whether the Partnership will (a) participate in a recovery achieved through a class action, (b) opt out of the class action and separately pursue its own remedy, or (c) not participate in a class action altogether. Potential reasons for not participating in a class action include, but are not limited to: (i) the Partnership did not own the applicable securities during the class action period; or (ii) the Partnership held the applicable securities during the class action period, but the cost of evidencing such ownership would be reasonably likely to outweigh the expected recovery. Conflicts of interest may arise between the interests of the Partnership on the one hand and the Investment Manager and its employees on the other hand. Employees are required to notify the CCO if they are aware of any material conflict of interest associated with any Vote or participation in class actions. The CCO will evaluate any such conflicts and determine an appropriate course of action in accordance with the Investment Manager’s proxy voting policy. A copy of the Investment Manager’s proxy voting policy, proxy voting record or class action policy is available to any client or prospective client by written request to: legal@mfnpartners.com.

The Investment Manager does not require prepayment of Management Fees more than six months in advance or have any other events requiring disclosure under this item of the Brochure. Item 19. Requirements for State-Registered Investment Managers