MIG Capital, LLC

Organization and Ownership MIG Capital, LLC (“MIG” or the “Investment Manager”) is a Delaware limited liability company organized on August 11, 2003. MIG’s principal owners are the E-Richard Merage GST 09 Trust and the Paul Merage GST 02 Trust, each of which are family trusts established by and for the benefit of certain members of the Merage family. MIG was formerly known as MIG Absolute Return, LLC, Falcon Investment Management, LLC and Vestar Strategic, LLC.

B.

Advisory Services MIG provides investment advisory services to several pooled investment vehicles organized inside or outside the U.S. that were organized to accept investment from qualified investors (collectively, the “MIG Funds”). A brief description of the MIG Funds and their applicable investment strategies is set forth below. Master Fund and Feeder Funds MIG Onshore Fund, L.P. is a Delaware limited partnership that invests substantially all or all of its assets in MIG Master Fund, L.P. (the “Master Fund”), which itself is an exempted limited partnership organized under the laws of the Cayman Islands. Similarly, MIG Offshore Fund, Ltd. (together with MIG Onshore Fund, L.P., the “Feeder Funds”), an exempted company organized under the laws of the Cayman Islands invests substantially all or all of its assets in the MIG Master Fund, L.P. The investment objective of MIG Master Fund, L.P. (and of the MIG Offshore Fund, Ltd. and the MIG Onshore Fund, L.P. invested therein) is to achieve superior long-term, risk-adjusted investment returns while minimizing the risk of permanent capital loss. MIG seeks to achieve this objective by leveraging the operational expertise of its investment team to construct a long/short portfolio of mostly public equities through in-depth fundamental business analysis combined with rigorous financial analysis.

C.

Tailoring of Investment Advice MIG tailors its investment decisions for each of the MIG Funds in accordance with the terms of the applicable private placement memorandum (“PPM”), limited partnership agreement and/or investment management agreement (collectively, the “Governing Documents”). Except to the extent set forth in any applicable Fund’s Governing Documents with respect to certain established strategy or other limitations that MIG pursues on behalf of such Fund, MIG’s Funds generally do not impose upon MIG any restrictions on investing in certain securities or types of securities.

D.

Wrap Fee Programs MIG does not provide portfolio management services to any wrap fee programs.

E.

Assets Under Management MIG manages the MIG Funds on a discretionary basis. As of December 31, 2025, MIG’s regulatory assets under management were approximately $ 589,549,983.

Compensation The Feeder Funds pay MIG a management fee, generally payable monthly in arrears, in the range of 0.75% to 1.50%, depending on investor share class, per annum of the aggregate (i) capital account balances in MIG Onshore Fund, L.P. and (ii) net asset value of each series of shares of MIG Offshore Fund, Ltd., in each case, of fee-paying investors in each applicable Feeder Fund as of the end of each calendar month, as specified in further detail in the Feeder Funds’ Governing Documents. At MIG’s sole discretion, management fees applicable to one or more investors in a MIG Fund may be reduced, waived or, with the consent of the applicable investor, calculated differently, and management fees are currently waived or reduced for certain investors that are or are comprised of persons or entities affiliated with the Merage family. Certain MIG Funds also compensate affiliates of MIG through performance-based profit allocations or fees, as described in Item 6. With respect to any MIG Fund (an “Investing MIG Fund”) that invests all or a portion of its assets in another underlying MIG Fund (currently only the Feeder Funds investing in the Master Fund), management fees and performance-based profit allocations or fees (if any) will generally be waived at the level of the Investing MIG Fund with respect to any assets thereof that are allocated to an underlying MIG Fund. However, the Investing MIG Fund will, as an investor in an underlying MIG Fund, bear its pro rata share of the management fees and performance-based profit allocation or fee charged to investors in the underlying MIG Fund.

B.

Payment of Fees MIG does not bill the investors in any MIG Funds for management fees or performancebased profit allocations or fees. Rather, management fees are deducted from the assets of the applicable MIG Funds on a monthly basis in arrears in the case of the Feeder Funds with respect to their fee-paying investors. Each applicable MIG Fund charges its management fee to the capital accounts or shares, as applicable, of each fee-paying investor in such MIG Fund accordingly. Similarly, the performance-based profits allocations or fees are made within the applicable MIG Funds generally at the end of each year, or sooner with respect to any investor who withdraws or redeems from an applicable MIG Fund at any time other than at the end of a fiscal year.

C.

Other Fees MIG Funds Each of the MIG Funds (and indirectly, the underlying investors therein) will pay or otherwise bear various additional fees and expenses. These are generally outlined below,

and additional information regarding the payment of fees and expenses are also included in each MIG Fund’s Governing Documents. For Class A interests or shares of the Feeder Funds, each Feeder Fund charges an early withdrawal fee of 3% in the event of a withdrawal or redemption in the first twelve months of an investment. Under certain circumstances, the withdrawal fee may be waived at the discretion of MIG. Each of the MIG Funds will generally bear their own operating and other expenses, which include, but are not limited to, investment-related expenses (e.g., brokerage commissions and transaction costs, clearing and settlement charges, custodial fees, interest expense, consulting, investment banking and any other professional fees or compensation relating to particular investments or contemplated investments, investment-related travel and lodging expenses and research-related expenses, including, without limitation, quotation equipment and services), expenses related to risk management provided by third parties, third-party valuation services and anti-money laundering compliance and reporting expenses, expenses relating to reports provided to underlying investors, legal and compliance expenses (which include, without limitation, indemnification expenses and expenses associated with regulatory filings relating to the applicable MIG Fund and for its respective portfolio, including Form PF preparation and filing fees), internal and external accounting, audit and tax preparation expenses, organizational expenses, expenses relating to the offer and sale of interests or shares in the relevant MIG Fund (excluding any marketing expenses), entity-level taxes, fees to an administrator, Advisory Board’s fees and expenses, the costs of any liability insurance obtained on behalf of the MIG Fund, the costs of any litigation or investigation involving a MIG Fund’s activities, expenses related to the maintenance of the MIG Fund’s registered office, corporate licensing, extraordinary expenses and other similar expenses related to the MIG Fund. The actual expenses borne by each MIG Fund may vary, as set out in the Governing Documents for each MIG Fund. A portion of any MIG Fund’s operating expenses may be shared with other MIG Funds or other investment entities or accounts managed by MIG or any of its affiliates, on an equitable basis as determined by MIG. Not all of the foregoing expenses may be applicable to each of the MIG Funds. Each MIG Fund has also paid or reimbursed MIG and/or its affiliates for all expenses related to organizing such MIG Fund, including, but not limited to, legal and accounting fees, printing and mailing expenses and government filing fees (including blue sky filing fees). Each of the Feeder Funds bears its own costs and expenses as described above, and also bears its pro rata share of the Master Fund’s costs and expenses. Each MIG Fund will also pay brokerage fees and other transaction costs of any brokers and/or custodians they may use from time to time, as further discussed in Item 12.A. To the extent that fees and expenses of a MIG Fund (including management fees) are identifiable with a particular class of interests or shares in such MIG Fund, MIG charges

such fees and expenses solely to the relevant class, as applicable. Investors in any MIG Fund will generally bear all other expenses of the applicable MIG Fund generally pro rata in accordance with their account balances or the net asset value of their shares in such MIG Fund. Any expense of the Master Fund that relates specifically to a Designated Investment (as defined in Item 6) will be charged solely against the investors in the Master Fund (including the applicable Feeder Funds) participating in such Designated Investment in proportion to their interest in such Designated Investment. MIG Capital Advisors, LLC, an affiliate of MIG that serves as the general partner of the Master Fund, will determine, in its sole discretion, whether an expense relates specifically to a Designated Investment (including the determination that an expense will not be specifically allocated for purposes of administrative convenience or otherwise). D.

Compensation for the Sale of Securities Neither MIG nor any of its supervised persons accepts any compensation for the sale of securities or other investment products, including interests in the MIG Funds.

The principal investment strategies which are pursued by the Funds are outlined below. Material risks specific to the Funds’ investment strategies, including any particular type of security in which the investment strategy focuses are also outlined below. Investments in investment strategies managed by MIG are generally subject to normal market fluctuations and other risks inherent in investing in securities. The entire market of a particular asset class or geographical sector may fall, having a more pronounced effect on an investment strategy heavily invested in that asset class or region. The descriptions of specific strategies below should not in any way be understood as limiting any Fund’s investment activities. Each Fund may engage in investment strategies not described herein, as MIG and its affiliates consider appropriate (and consistent with each Fund’s Governing Documents). Each Fund’s investment program is speculative and entails substantial risks. There can be no assurance that any Fund’s investment objective will be achieved or that significant losses will not be incurred. Investments may vary substantially on a monthly, quarterly, or annual basis. Investments made on behalf of the MIG Funds present potentially significant risks and are not intended as a complete investment program. Investing in securities involves risk of loss that investors should be prepared to bear. The following material risks relate generally to the investment strategy and methods of analysis for each applicable Fund. Not all of these risks will be equally relevant to each Fund that we manage at any time. Additional risks relating to certain specific strategies of certain Funds are described below. Additional information regarding the methods of analysis, investment strategies and investment risks associated with investing for each Fund is contained in its applicable Governing Documents. Master Fund and Feeder Funds The investment objective of Master Fund (and of the Feeder Funds invested therein) is to achieve superior long-term, risk-adjusted investment returns while minimizing the risk of permanent capital loss. MIG seeks to achieve this objective by leveraging the operational expertise of its investment team to construct a long/short portfolio of mostly public equities through in-depth fundamental business analysis combined with rigorous financial analysis. MIG believes that valuation is critical, and that long-term investment success demands a portfolio that is structured to preserve capital in periods of market stress. To achieve this goal, MIG will attempt to select long investment positions which it believes have significant upside potential, limit the position size on short sales and focus on portfolio and risk management. MIG will strive to achieve Master Fund’s investment objective by gaining superior knowledge independently by using MIG’s principals’ substantial prior experience as owners/operators of a large consumer company and their developed network of contacts in the consumer sector. It is anticipated that a significant portion of the Master Fund’s assets will typically be invested in securities of companies in consumer-facing industries and companies that do business with companies in those industries. However, MIG will seek to be opportunistic in its investment process and a portion of the Master Fund’s assets may be invested in the securities of companies in other industries. MIG will

strive to identify and monitor a database of companies where it has a proprietary business model view, including drivers of revenue and earnings, comprehensive review of balance sheet and accounting principles and quality of cash flow and return on invested capital. An investment in Master Fund (and consequently, in the Feeder Funds) involves certain risks, including the following (and for purposes of this Item 8, any references below to the MIG Funds shall include each of the Master Fund and Feeder Funds, as well as those other MIG Funds referenced below in this Item 8, if applicable): Risks Associated with Investments in Securities. An investment in the MIG Funds is highly speculative and involves a high degree of risk, including the risk that the entire amount invested may be lost. MIG will be investing substantially all of the MIG Funds’ assets in securities, some of which may be particularly sensitive to economic, market, industry, regulatory and other variable conditions. The markets in which the MIG Funds expect to invest have recently experienced and continue to experience significant volatility and losses. No assurance can be given as to when or whether adverse events might occur that could cause immediate and significant losses to the MIG Funds. An investment in the MIG Funds should not in itself be considered a balanced investment program, but rather is intended to provide diversification in a more complete investment portfolio. Investors should be able to withstand the loss of their entire investment in the MIG Funds. Availability of Investment Strategies. Identification and exploitation of the investment strategies to be pursued by the MIG Funds involve a high degree of uncertainty. No assurance can be given that the MIG Funds will be able to locate suitable investment opportunities in which to deploy all of their respective assets. A reduction in market liquidity or the pricing inefficiency of the markets in which the MIG Funds seek to invest, as well as other market factors, will reduce the scope of the MIG Funds’ investment strategies. Equity Securities. The MIG Funds will invest in equity securities and equity-related security derivatives. The value of these financial instruments generally will vary with the performance of the issuer and movements in the equity markets. As a result, a MIG Fund may suffer losses from investments in equity instruments of issuers whose performance diverges from MIG’s expectations or if equity markets generally move in a single direction and the MIG Fund has not hedged against such a general move. Equity Price Risk. The MIG Funds’ investment portfolios will include long and short positions in equity securities. Equity securities fluctuate in value in response to many factors, including, among others, the activities and financial condition of individual companies, geographic markets, industry market conditions, interest rates and general economic environments. In addition, events such as the domestic and international political environments, terrorism, and natural disasters, may be unforeseeable and contribute to market volatility in ways that may adversely affect investments made by the MIG Funds. Short Selling. One or more MIG Funds engage in short selling of securities. Short selling involves selling securities which may or may not be owned and borrowing the same

securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from declines in market prices to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the MIG Funds of buying those securities to cover the short position. There can be no assurance that the securities necessary to cover a short position will be available for purchase. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating any loss. Short sale transactions have been subject to increased regulatory scrutiny in response to recent market events, including the imposition of restrictions on short selling certain securities and reporting requirements. A MIG Fund’s ability to execute a short selling strategy may be materially adversely impacted by temporary and/or new permanent rules, interpretations, prohibitions, and restrictions adopted in response to these adverse market events. Temporary restrictions and/or prohibitions on short selling activity may be imposed by regulatory authorities with little or no advance notice and may impact prior trading activities of the MIG Fund. Additionally, the SEC, its foreign counterparts, other governmental authorities and/or selfregulatory organizations may at any time promulgate permanent rules or interpretations consistent with such temporary restrictions or that impose additional or different permanent or temporary limitations or prohibitions. The SEC might impose different limitations and/or prohibitions on short selling from those imposed by various non-U.S. regulatory authorities. These different regulations, rules or interpretations might have different effective periods. Regulatory authorities may impose restrictions that adversely affect a MIG Fund’s ability to borrow certain securities in connection with short sale transactions. In addition, traditional lenders of securities might be less likely to lend securities under certain market conditions. As a result, a MIG Fund may not be able to effectively pursue a short selling strategy due to a limited supply of securities available for borrowing. A MIG Fund may also incur additional costs in connection with short sale transactions, including in the event that it is required to enter into a borrowing arrangement in advance of any short sales. Moreover, the ability to continue to borrow a security is not guaranteed and a MIG Fund is subject to strict delivery requirements. The inability of a MIG Fund to deliver securities within the required time frame may subject the MIG Fund to mandatory close out by the executing broker-dealer. A mandatory close out may subject the MIG Fund to unintended costs and losses. Certain action or inaction by third parties, such as executing brokerdealers or clearing broker-dealers, may materially impact the MIG Fund’s ability to effect short sale transactions. Such action or inaction may include a failure to deliver securities in a timely manner in connection with a short sale effected by a third-party unrelated to the MIG Fund. Preferred Securities. The MIG Funds may invest in preferred stock of U.S. and non-U.S. companies. Preferred stock, unlike common stock, offers a stated dividend rate payable from a corporation’s earnings. These dividends may be cumulative or non-cumulative, participating or auction rate. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the prices of preferred stocks to decline. Preferred stock

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MIG currently provides investment advice to the MIG Funds described in Item 4 above. The investors in MIG Funds include trusts, high net worth individuals, charitable organizations, and other pooled investment vehicles. Currently, members of the Merage family (including trusts established by members of the Merage family) have, directly or indirectly, a substantial portion of the capital in the Master Fund. For the Feeder Funds the minimum initial investment is $1,000,000. The minimum additional investment amount thereafter for the Feeder Funds is $250,000. These minimum investment amounts generally can be waived at the discretion of MIG. Investors in any of the MIG Funds that are organized in the United States, and U.S. investors in any of the MIG Funds that are organized under non-U.S. law, are generally required to be (i) “accredited investors” within the meaning of Rule 501(a) under the U.S. Securities Act of 1933, as amended (the “1933 Act”), in reliance upon the exemption from the registration requirements of the 1933 Act provided in Rule 506 under the 1933 Act and (ii) “qualified purchasers” within the meaning of Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended.

Performance-Based Profits Allocations or Fees Certain MIG Funds compensate affiliates of MIG through performance-based profit allocations or fees (collectively, “performance-based compensation”) with respect to investments made in such MIG Funds by fee-paying underlying investors. The specifics of each performance-based compensation arrangement are fully described in the Governing Documents for each applicable MIG Fund. For those MIG Funds that are charged performance-based compensation, such compensation is generally paid (or made, in the case of profit allocations) at the end of each fiscal year, in an aggregate amount equal to a specified percentage of the excess of any net capital appreciation allocated to the capital accounts or net increase in the value of the shares, as applicable, of the underlying investors in each applicable MIG Fund. For the Master Fund, such percentage is either 17.5% or 20% (depending on the applicable class of interests). The amount of such performance-based compensation is then reallocated to the capital accounts of each applicable MIG Fund’s general partner (MIG Capital Advisors, LLC, an affiliate of MIG) and another entity affiliated with MIG or paid to such persons as a fee. No performance-based compensation shall be made or paid with respect to any capital account or shares of any underling investor in a MIG Fund until a “loss recovery account” relating to such capital account has recovered any credits for aggregate net capital depreciation, if any, previously allocated to such capital account, or any shares of an underlying investor in a MIG Fund have exceeded their prior high net asset value. At MIG’s sole discretion, performance-based profits allocations or fees applicable to certain investors in one or more MIG Funds may be reduced, waived or, with the consent of the applicable investor, calculated differently, and performance-based compensation is currently waived or reduced for certain investors that are or are comprised of persons or entities affiliated with the Merage family. If an underlying investor in a MIG Fund withdraws capital or redeems its shares from such MIG Fund at any time other than at the end of a fiscal year, any applicable performance-based compensation arrangement with respect to the amount withdrawn or redeemed will be reallocated or paid to affiliates of MIG in the manner set forth above. Master Fund and the Feeder Funds, respectively, may each hold certain illiquid investments that are designated as such by the general partner of Master Fund as “Designated Investments”, and the profits and losses from the sale (including any deemed sale) of any such investment will only be taken into account for purposes of calculating any applicable performance-based profit allocation or fee in the year such sale occurs. Other MIG Funds may charge performance-based compensation at varying rates (which are in any event lower than the rates applicable to the Master Fund as specified above) or may not presently charge performance-based compensation to their investors. However, it is expected that to the extent such MIG Funds charge performance-based compensation to future investors, they will do so at rates consistent with or less than the rates set forth above. The fact that certain of the Funds compensate MIG and its affiliates based on the performance of the investments managed by MIG creates an incentive for MIG to give certain Funds preferential treatment in the allocation of more attractive investment opportunities and/or to make investments on behalf of Funds that are riskier or more speculative than would be the case in the absence of a performance-based compensation arrangement. MIG has established policies and procedures to

address this particular conflict of interest. In particular these procedures require that, to the extent reasonably possible, Funds with the same investment strategies share in the allocation of investment opportunities on a pro rata basis (subject to certain exceptions, which may include a Funds having cash available), and subject to suitability considerations, as determined by MIG. MIG performs a periodic review of Fund accounts to ensure that no Fund is impermissibly favored in the allocation process.

Affiliated Broker-Dealers Neither MIG nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer.

B.

Affiliated Commodity Advisors Neither MIG nor any of its management persons are currently registered, or have an application pending to register, as a futures commission merchant or an associated person thereof.

C.

Other Affiliations and Conflicts of Interest The MIG Funds’ General Partner. As discussed in Item 6 above, MIG Capital Advisors, LLC (the “General Partner”), an affiliate of MIG, serves as a general partner to each MIG Fund (other than the Feeder Fund formed in the Cayman Islands) and is entitled to receive performance-based compensation from each applicable MIG Fund that is subject to this kind of compensation arrangement pursuant to its Governing Documents. The payment of performance-based compensation creates a conflict of interest. As discussed in Item 6 above, MIG has established policies and procedures addressing the allocation of investment opportunities among the MIG Funds. MIG Private Equity, LLC; MIG Real Estate, LLC; Dover Asset Advisors, LLC. Each of MIG Private Equity, LLC (“MIG Private Equity”), MIG Real Estate, LLC (“MIG Real Estate”) and Dover Asset Advisors, LLC(“Dover”) is a Delaware limited liability company affiliated with MIG. Each of MIG Private Equity and Dover is engaged solely in the business of providing investment advisory services to “family clients”, as that term is defined under the Advisers Act, generally in relation to different types of investments. MIG Real Estate is engaged solely in the business of real estate investments. Richard Merage, Paul Merage and Greg Merage, who have direct and indirect control of MIG, each also hold indirect interests in each of MIG Private Equity, MIG Real Estate, and Dover, and provide certain services to each of such entities. MIG Private Equity and MIG Real Estate do not provide advice with respect to any of the same types of investments in which the MIG Funds invest. To the extent that Dover’s clients pursue certain investment objectives and strategies that are similar to or otherwise consistent with the investment objectives and strategies of certain MIG Funds, then generally Dover will, to the extent practicable, direct such clients to invest in the applicable MIG Funds rather than making competing investments in the same underlying securities. In addition, as a means of addressing certain conflicts that may arise in connection with the activities described above, investors in the Feeder Funds are also provided with certain rights in the event that Richard Merage (the Chief Executive Officer of MIG) is no longer actively involved for a specified period of time in the management of the Master Fund and the Feeder Funds, as further described in such MIG Funds’ Governing Documents. The trusts that are the

principal owners of MIG also each have substantial ownership interests in each of MIG Private Equity, MIG Real Estate and Dover. Certain Conflicts of Interest. MIG’s Funds are subject to a number of actual and potential conflicts of interest involving MIG, the General Partner and their respective affiliates (the “MIG Group”). Certain inherent conflicts of interest arise from the fact that MIG provides investment management services to each of the Funds, and MIG and other members of the MIG Group also engage in numerous other investment activities (including for other clients, and for the benefit of the Merage family), in which no other Fund will have any interest (such other investment activities and funds, “Other Accounts”). The respective investment programs of any particular Fund and any Other Accounts may or may not be substantially similar. MIG may give advice and recommend securities to Funds and/or Other Accounts which may differ from advice given to, or securities recommended or bought for, any other Fund, even though their investment objectives may be the same or similar. For the avoidance of doubt, such Other Accounts include Merage family and charitable foundation vehicles, including funds and/or accounts that may be invested in positions opposing or competing with one or more Funds. Currently, members of the MIG Group and the Merage family (including trusts established by members of the Merage family) have, directly or indirectly, contributed a substantial portion of the capital in the Master Fund. Conflicts of interest may arise as a result of investment decisions concerning the allocation or purchase of securities eligible for purchase among one or more Funds and/or Other Accounts. It is the policy of MIG to allocate investment opportunities fairly and equitably over time. This means that such opportunities will generally be allocated among those accounts for which participation in the respective opportunity is considered appropriate, taking into account, other considerations, which typically include (a) whether the riskreturn profile of the proposed investment is consistent with the account’s objectives; (b) the potential for the proposed investment to create an imbalance in the account’s portfolio; (c) liquidity requirements; (d) potentially adverse tax consequences; (e) regulatory restrictions that would or could limit an account’s ability to participate in a proposed investment; and (f) the need to re-size risk in the account’s portfolio. Such considerations may result in allocations among the Funds and/or one or more Other Accounts on other than a pari passu basis. In certain circumstances, investment opportunities will be allocated solely to the Funds or Other Account with respect to which the opportunity has been generated. MIG or one of its affiliates may, in the future, establish one or more funds that focus on a sub-investment strategy of one of the current MIG Funds (a “Strategy Fund”). For example, the MIG Master Fund, L.P. pursues a long/short investment strategy and a Strategy Fund may be established to focus only on long investments that may have substantial overlap with the long investments in the MIG Master Fund, L.P.. Conflicts of interest may arise as a result of investment decisions concerning the allocation or purchase of securities eligible for purchase among the Strategy Fund and the MIG Master Fund, L.P.. If such a Strategy Fund is launched, opportunities may be allocated between the Strategy Fund and the MIG Master Fund, L.P. based on the relative net asset value of each Fund or other measure that in the judgment of MIG is fair over time.

MIG and its principals will devote to the Funds as much time as MIG deems necessary and appropriate to manage the Funds’ business. Future activities of the MIG Group, including the establishment of other investment funds and/or accounts, may give rise to additional conflicts of interest. MIG and the General Partner and their members, officers, personnel and affiliates are not restricted from forming additional investment funds and/or accounts, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with one or more Funds and/or may involve commitment of substantial time and resources of MIG, the General Partner or any of their affiliates. These relationships could be viewed as creating a conflict of interest in that the time and effort of MIG, the General Partner and their members, officers, personnel and affiliates will not be devoted exclusively to the business of any particular MIG Fund, but will be allocated between the business of the various Funds and the management of the monies of the Other Accounts and any other advisees of MIG and/or General Partner. A MIG Fund may incur an expense that also benefits another MIG Fund or MIG itself. If a MIG Fund incurs such an expense, an identifiable portion of which is not incurred solely because of the activity of that MIG Fund, MIG will allocate that expense between or among MIG Funds (or between a MIG Fund and MIG) that benefit from the expense. The allocations are expected to be based on relative net asset value or another measure that in the judgment of MIG is fair over time. These measures may be estimates or approximations of relative benefit and may be based on MIG’s judgments. It is noted that with respect to the Master Fund, the General Partner will seek the review and approval of the Master Fund’s Advisory Board for certain actions that the Master Fund desires to undertake, as set forth in the Master Fund’s Governing Documents, including, for example, approving any material conflicts of interests, approving suspensions of withdrawals or the payment of withdrawal proceeds and approving any changes in the Master Fund’s fund administrator or auditor. D.

Recommendation of Other Investment Advisors MIG does not recommend or select other investment advisers for the MIG Funds.

Code of Ethics MIG has adopted a Code of Ethics (the “Code”) which is included in its Compliance Manual. This obligates all of MIG’s members, officers and employees to put the interests of MIG’s Funds before their own personal interests. The Code has been designed to comply with standards set forth by Rule 204A-1 under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). Under the Code, MIG’s members, officers and employees are required to disclose their securities holdings and business activities. Trading in certain securities in personal accounts of MIG staff is subject to preclearance by the Chief Compliance Officer or his designee. Trading in employee accounts is reviewed by the Chief Compliance Officer or his designee. investors and prospective investors may obtain a copy of the Code by calling (949) 474-5800 or emailing ir@migcap.com. MIG maintains a restricted list which is composed of companies whose securities are subject to certain trading prohibitions due to MIG’s business activities. All accounts and all personal trading accounts are prohibited from investing in securities on the restricted list without prior approval from the Chief Compliance Officer.

B.

Purchases and Sales of Securities in which MIG has a Material Financial Interest Members of the MIG Group may invest or cause their clients to invest in one or more of the MIG Funds, and in some cases, members of the MIG Group and the Merage family (including trusts established by members of the Merage family) have, directly or indirectly, contributed all or a substantial portion of the capital in the Master Fund and in other MIG Funds.

C.

Purchases and Sales of Securities by Clients and MIG and/or its Affiliates MIG’s partners, employees or other related persons generally may not purchase or sell securities or interests in which the MIG Funds invest. MIG has established policies and procedures which require prior approval of certain personal trades of MIG’s staff, subject to applicable law, blackout periods and post trade review to reduce the risk of front running. All MIG staff must confirm their compliance with these policies and procedures annually.

D.

Purchases and Sales of Securities by Clients and MIG and/or its Affiliates at the Same Time See Item 11.C.

Brokerage MIG has complete discretion in deciding what brokers and dealers the Funds will use, and in negotiating the rates of brokerage commissions and other compensation the Funds will pay. The Funds use brokers in their securities trading activities. The Funds are expected to buy and sell securities directly from or to dealers acting as principal at prices that include markups or markdowns and may buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. Portfolio transactions for the Funds will be allocated to brokers and dealers on the basis of seeking best execution and in consideration of relevant factors determined by MIG, which may include but are not limited to, price quotes; the size of the transaction and ability to find liquidity; the broker-dealer’s promptness of execution; confidentiality considerations; the nature of the market for the financial instrument; the timing of the transaction; difficulty of execution; the broker-dealer’s expertise in the specific financial instrument or sector in which the Funds seek to trade; the extent to which the broker-dealer makes a market in the financial instrument involved or has access to such markets; the broker-dealers’ skill in positioning the financial instruments involved; the broker-dealer’s financial stability; reputation for diligence, fairness and integrity; quality of service rendered by the broker-dealer in other transactions for MIG; the quality and usefulness of research services and investment ideas presented by the broker-dealer or third parties; the broker-dealer’s willingness to correct errors; the broker-dealer’s ability to accommodate any special execution or order handling requirements that may surround the particular transaction; and other factors deemed appropriate by MIG. MIG need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. MIG has developed a list of approved brokers, which shall be reviewed and approved by MIG’s Compliance Committee on no less than an annual basis. MIG’s portfolio managers will periodically review the brokers appearing on the Approved Broker List throughout the year, with the goal of reviewing each broker at least once annually.

B.

Research and Other Soft Dollar Benefits MIG has adopted policies and procedures regarding the use of soft dollar arrangements. The use of commissions or “soft dollars” if any, generated by a Fund through agency and certain riskless principal transactions to pay for brokerage- and research-related products or services, if any, will fall within the safe harbor created by Section 28(e) of the Securities Exchange Act of 1934, as amended. Under Section 28(e), brokerage- and research-related products or services obtained with soft dollars generated by a Fund may be used by MIG to service accounts other than the Fund that generated the soft dollars. Currently, all or substantially all of the soft dollars used by MIG are generated by the trading activities of the Master Fund but may be used to service accounts other than the Master Fund. MIG generally seeks to allocate soft dollar benefits to the specific Fund that paid for such benefits.

However, research services received may be used to service other Funds to the extent MIG believes the research is of assistance to MIG in fulfilling its overall duty to the MIG Funds. Soft dollars generated in respect of futures, currency and derivatives transactions and principal transactions (that are not riskless principal transactions) do not generally fall within the safe harbor created by Section 28(e) and will be utilized only with respect to brokerageand research-related products and services for the benefit of the account generating such soft dollars. To the extent that MIG utilizes broker commissions to obtain research products and services that would otherwise be an expense of MIG, such use of commissions could be viewed as additional compensation to MIG, and MIG will receive a benefit because it does not have to produce or pay for such research or other products or services. This creates a potential conflict of interest between MIG’s fiduciary duty to operate the Funds in the best interest of the investors therein and MIG’s desire to receive such research products and services. As a result of receiving such products or services, MIG has an incentive to select and recommend, and to use and continue to use, such brokers and dealers to effect transactions for the Funds so long as such brokers and dealers continue to provide such soft dollar credits to MIG, rather than based on the Funds’ interest in receiving most favorable execution of their securities transactions. As a result, MIG causes the Funds to pay commissions (or markups or markdowns) higher than those charged by other brokers and dealers, or to accept lower prices for the sale of securities, in return for soft dollar benefits (known as paying-up), and MIG is authorized to do so if MIG determines that such commissions (or markups or markdowns) are reasonable in relation to the overall services provided. In any instance in which MIG receives soft dollar benefits, a Fund may pay commissions to the relevant broker which are greater than the amount another broker might charge for the same transaction, but MIG will only do so if it determines in good faith that such amount of commissions is reasonable in relation to the value of the brokerage, products, research and other services provided by such broker. Brokerage- and research-related goods and services provided by brokers and dealers through which portfolio transactions for the Funds are executed, settled and cleared may include, but are not limited to, research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, certain research services, and other goods and services providing lawful and appropriate assistance to MIG in the performance of its investment decision making responsibilities on behalf of the Funds (collectively, “soft dollar items”). During MIG’s last fiscal year, MIG used “soft dollars” generated by the Funds to pay for certain products and services, including research management software, access to certain experts, newsletters, access to databases and other services providing market data, news, research and analysis, market quotation services, and access to an execution management system. Soft dollar items are provided directly by brokers and dealers, by third parties at the direction of brokers and dealers or purchased on behalf of the Funds, with credits or rebates provided by brokers and dealers. Soft dollar items may arise from over-the-counter principal transactions, as well as exchange-traded agency transactions. Brokers and dealers sometimes suggest a level of business they would like to receive in return for the various services they

provide. Actual business received by any broker or dealer may be less than the suggested allocations, but can (and often does) exceed the suggestions, because total transaction volume is allocated on the basis of all the considerations described above. A broker or dealer will not be excluded from executing transactions for a Fund because it has not been identified as providing soft dollar items. Brokerage for Client Referrals. MIG does not consider client referrals in selecting or recommending broker-dealers. From time to time, prime brokers may assist the MIG Funds in raising additional funds from investors, and representatives of MIG may speak at conferences and programs sponsored by such brokers for investors interested in investing in hedge funds. Through such “capital introduction” events, prospective investors in a Fund would have the opportunity to meet with MIG. Currently, neither MIG nor any of the Funds compensates any broker for organizing such events or for any investments ultimately made by prospective investors attending such events, nor do they anticipate doing so in the future. While such events and other services provided by a prime broker may influence MIG in deciding whether to use such broker in connection with brokerage, financing and other activities of the Funds, MIG will not commit to allocate a particular amount of brokerage to a broker in any such situation. To the extent MIG receives such services, conflicts will exist between MIG’s interests and the interests of the relevant Fund(s), including that MIG may have an incentive to select a prime broker or broker based on MIG’s interest in receiving client referrals, rather than on a Fund’s interest in receiving most favorable execution. MIG mitigates that conflict by adhering to best execution procedures. MIG believes that the rates of compensation paid to the prime brokers by the Funds are reasonable and competitive with rates charged by other prime brokers for services of comparable quality. C.

Directed Brokerage As a general matter, MIG does not enter into direct brokerage arrangements and MIG does not anticipate that any of the MIG Funds will request directed brokerage arrangements.

Benefits from Others for Providing Investment Advice MIG does not receive any economic benefits from non-clients for providing investment advice or other advisory services to Funds.

B.

Client Referrals MIG does not currently, directly or indirectly, compensate any person for client referrals. There will be no sales charges payable to the MIG Funds or to MIG in connection with the offering or sale of interests or shares in any of the MIG Funds. However, MIG has entered into an arrangement with a placement agent to solicit investors in the MIG Master Fund, L.P., and may enter into arrangements with additional placement agents in the future. Such arrangements provide for the compensation of such placement agents for their services at MIG’s expense, on a fully disclosed basis (including with respect to the compensation to be paid to such placement agent) and pursuant to Rule 206(4)-1 under the Advisers Act.

Neither MIG nor any of its management persons has been subject to any legal or disciplinary events that are material to a Fund’s or prospective Fund’s evaluation of MIG’s advisory business or the integrity of its management.

Account Review MIG’s Operations Committee monitor each Fund’s portfolio as a whole with respect to compliance with (i) the investment strategy, process and any restrictions set forth in such Fund’s Governing Documents and (ii) risk parameters and controls established from time to time by the Operations Committee. Reviews by the Operations Committee and other MIG personnel related to trade activity, portfolio profit and loss, exposure and attribution reporting are performed on a daily or weekly basis as applicable, while more general overviews are performed on a monthly and quarterly basis. In addition, to the extent that any of the Funds at any time have overlapping investment strategies and/or, in accordance with their investment objectives and strategies, seek to invest in the same types of securities, the Chief Compliance Officer shall periodically review the allocation of securities among such Funds to seek to ensure that no accounts are favored in the allocation process. MIG’s Operations Committee, consisting of the Chief Compliance Officer and senior members of the investment, trading and operations teams, will also meet periodically to review the Funds’ portfolios and to assess portfolio and certain other risks. The composition of the Operations Committee may change from time to time.

B.

Factors that Trigger an Account Review Not applicable.

C.

Account Statements MIG currently provides investors in each of the Feeder Funds with written unaudited performance information on a monthly basis. In addition, investors in each Feeder Fund will also receive certain market outlook reports on a quarterly basis. Investors in each MIG Fund will also receive audited annual financial statements with respect to such MIG Fund following the end of each fiscal year. Moreover, investors in the MIG Funds may receive certain additional information upon request, as set forth in the applicable investor’s or MIG Fund’s documentation or otherwise agreed with MIG.

MIG is considered to have custody of the securities and cash of the MIG Funds. The prime brokers of the Master Fund will generally maintain custody of securities and cash, although in certain instances other brokers that execute transactions for such MIG Funds’ will maintain custody of such MIG Funds’ assets. In addition, each Feeder Fund maintains an escrow account with a custodian that is used to process periodic cash flows related to subscription and redemptions or withdrawals of interests in such Feeder Fund. MIG does not use a qualified custodian to send quarterly account statements directly to the investors in the MIG Funds. Each MIG Fund managed by MIG will provide audited financial statements to its investors within 120 days following the end of its fiscal year.

MIG has discretionary authority to manage securities accounts on behalf of each Fund, pursuant to an investment management agreement applicable to each such Fund and to which MIG is a party. These agreements include an explicit grant of discretionary authority to manage the applicable Fund’s assets. There are no specific limitations placed on this authority, provided that we will exercise our discretionary authority in accordance with the investment objectives, strategies, policies and applicable limitations, if any, set forth in applicable Governing Documents of each Fund.

Proxy Voting Authority MIG has adopted proxy voting policies and procedures with respect to voting proxies on behalf of the MIG Funds. MIG utilizes Institutional Shareholder Services (“ISS”), a thirdparty proxy voting service, to assist it in analyzing and voting proxies with respect to publicly traded securities for the MIG Funds. If MIG becomes aware of any potential conflict of interest arising with respect to a proxy voting matter, including with respect to any such matter referred to MIG’s attention by ISS, then MIG’s Chief Compliance Officer and the relevant portfolio manager for the MIG Fund entitled to vote on the matter will review the relevant matters in advance to seek to ensure that MIG’s proposed votes are in the best interests of the MIG Funds, and are not prompted by any conflict of interest. The Chief Compliance Officer may, in his discretion, elect to elevate any such proxy voting matter to MIG’s Chief Executive Officer and/or MIG’s Operations Committee for review. A holder of any interest in a MIG Fund may request a copy of ISS’s Proxy Voting Policies and MIG’s Proxy Voting Policies and Procedures, as well as information about how MIG voted any MIG Fund’s proxies, by contacting the Chief Compliance Officer by calling (949) 474-5800 or emailing ir@migcap.com.

B.

Limits on Proxy Voting Authority Not applicable.

Prepayment of Fees MIG does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance.

B.

Financial Impairment MIG is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to the MIG Funds.

C.

Bankruptcy Petition MIG has not been the subject of any bankruptcy petition.