NAYA CAPITAL MANAGEMENT UK LTD

Naya Capital Management UK Ltd. is the successor entity to Naya Management LLP, a limited liability partnership incorporated under the laws of England and Wales on September 19, 2011. Naya was reorganized into a Limited Company under the laws of the United Kingdom in December 2015 for tax purposes only. Naya is also authorized and regulated by the Financial Conduct Authority (“FCA”) in the United Kingdom. Naya Capital Management UK Ltd is the 100% shareholder of Naya Management (DIFC) Limited, a private company incorporated under the laws of the Dubai International Financial Centre on 19 February 2025 and an exempt reporting adviser with the SEC. Naya Management (DIFC) Limited serves as a sub-adviser to certain Advisory Clients, and has responsibility for the investment and reinvestment of certain assets subject to the oversight of Naya Capital Management UK Ltd. Masroor Siddiqui and related family entities own all of the controlling shares in the Firm and the economic rights. The remaining principals of the Firm own shadow economic rights. The Firm has also entered into an arrangement with a Special Limited Partner (“SLP”), whereby the SLP provided a significant capital contribution to the Funds (as defined under Item 7) at launch. In exchange, the SLP is entitled to receive a share of the revenue of the Firm and has certain rights to capacity under certain conditions and for a certain period of time but will have no ownership in the Firm or control over the Firm or the Funds. Naya provides discretionary investment advisory services to private investment funds (each a “Fund”) as outlined in Item 7, non-U.S. separately managed accounts (the “Separate Accounts”) and non-U.S. single-investor private equity vehicles (the “Private Equity Vehicles”), collectively and hereinafter referred to as the “Advisory Clients” unless otherwise noted. Naya invests on the behalf of the Funds and Separate Accounts in concentrated long/short or longonly portfolios of global, predominantly developed market, equity investment instruments. The investment instruments are primarily in the technology/media/telecom, utilities, industrials, consumer and health care sectors. The Private Equity Vehicles invest in private equity and other private instruments. Naya is responsible for the investment and trading activities of its Advisory Clients. This Brochure generally includes information about Naya’s relationships with its Advisory Clients. While much of this Brochure applies to all such Advisory Clients, certain information included herein applies to specific Advisory Clients only. The Funds are managed in accordance with each Fund’s investment objectives, strategies, fees, risks and restrictions, which are set forth in more detail in the Fund’s respective private offering memoranda and governing documents. Such offering material is available to prospective qualified investors with whom Naya has a pre-existing substantive relationship. The investment objectives, strategies and fees related to each Separate Account client and Private Equity Vehicle client are set forth more fully in an advisory agreement between Naya and any such account. The Firm has approximately $6.16 billion of regulatory assets under management as of December 31, 2025 on a discretionary basis.

This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933 (the “Securities Act”) and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including requirements that they be “accredited investors” as defined in Regulation D, “qualified purchasers” as defined in the Investment Company Act, or non-“U.S. Persons” as defined in Regulation S. Persons reviewing this Brochure should not construe this as an offer to sell or a solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum.

Management Fee Each investor in the Funds will pay a management fee ranging from .5% - 2% depending on the particular share class selected for investment. As described below in Item 11, certain of Naya’s employees invest in the Funds. Employees are not subject to management fees. Management fees are generally paid monthly in arrears and are calculated based on the net asset value of the Fund as of the end of such month. Naya may waive, reduce or calculate differently the management fee with respect to any share class or any investor in its sole discretion. The specific terms of the management fee and share classes are outlined in the relevant Fund’s offering memorandum. Incentive Fee Naya receives an incentive fee ranging between 15% to 20% (depending on the class of equity interest in the relevant Fund and subject to a hurdle that is based on a reference benchmark) of the net realized and unrealized appreciation in the net asset value of the Fund at the end of each year. As described below in Item 11, certain of Naya’s employees invest in the Funds. Employees are not subject to performance-based fees. Naya may waive, reduce or calculate differently the incentive fee with respect to any share class or any investor in its sole discretion. The specific terms of the incentive fee and share classes are outlined in the relevant Fund’s offering memorandum. Investors in the Private Equity Vehicles and Separate Accounts pay a negotiated management and incentive fees which is outlined in the relevant client’s agreements with Naya. Expenses In addition to the management fee and the incentive fees outlined above, investors in the Funds will also pay their pro rata portion of investment expenses (e.g., expenses that, in Naya’s discretion, are related to the investment of the Advisory Clients’ assets, whether or not such investments are consummated, such as brokerage commissions, expenses relating to clearing and settlement charges, custodial and depository fees, bank service fees and interest expenses); investment-related travel expenses (which are travel expenses related to the purchase, sale or transmittal of the Funds’ investments incurred by Naya); professional fees (including expenses of consultants, investment bankers, attorneys, accountants and other experts) relating to investments, taxes, fees and expenses relating to software tools, programs or other technology utilized in managing the Funds’ investments (including third-party software licensing, implementation, data management and recovery services and custom development costs); research and market data software or data feeds; administrative expenses (including fees and expenses of the administrator); legal expenses; external accounting and valuation expenses (including the cost of accounting software packages); audit and tax preparation expenses; costs related to errors and omissions insurance for the directors of the Fund; fees of the directors of the general partner; costs of printing and mailing reports and notices; entity-level taxes; corporate licensing regulatory expenses (including filing fees); organizational and reorganizational expenses; expenses incurred in connection with the offering and sale of the interests and other similar expenses related to the Funds; indemnification expenses; and extraordinary expenses. For more specific disclosure regarding the expenses paid by the Funds, investors should consult the relevant offering documents.

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Methods of Analysis, Investment Strategies and Risk of

Please refer to the Funds’ offering documents for a more detailed discussion of our investment strategies and related risks. The descriptions set forth in this Brochure of specific advisory services that Naya offers to its Advisory Clients, and investment strategies pursued and investments made by Naya on behalf of its Advisory Clients, should not be understood to limit in any way Naya’s investment activities. Naya may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Naya may consider appropriate, subject to each Advisory Clients’ investment objectives and guidelines. The investment strategies Naya pursues are speculative and entail substantial risks. Advisory Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. Investment Strategies The Funds and Separate Accounts employ a global long/short equity strategy, using a bottom-up fundamental, value oriented investment approach. Naya Coldwater Master Fund Limited is a long-only fund which follows only the long strategy of the other Funds. The Funds operate within a global universe, and through the investment team’s previous experience, will have a concentration in areas of expertise such as technology/media/telecom, utilities, industrials, consumer, energy and health care. The Private Equity Vehicles invest in private equity and other private instruments. Naya utilizes a fundamental, value oriented approach to equity investing where priority is given to opportunities which exhibit identifiable catalysts over the medium term. The Firm expects to carry out extensive industry and company research to identify these situations and also conduct rigorous financial analysis to quantify the valuation case for each opportunity. This process will draw on a wide range of valuation techniques, but at the core is an analysis of the normalized earnings and free cashflow generation of a company or industry on an un-levered basis. This technique seeks to account and adjust for any short term and non-recurring returns within a company or industry, and where a sustainable growth rate for the company or industry can be accurately assessed. Further due diligence will include a deep evaluation of management to understand the quality of their leadership and whether they are aligned with shareholders in creating long-term value. Whilst the primary focus of the Funds is expected to be on listed equity opportunities, the Funds may also invest in credit-based investment opportunities. These will most commonly be positions in corporate bonds and loans, where the risk/reward embedded in these securities make them an attractive investment alternative to the company’s equity. Credit default swaps may be used to either implement an investment position where it is more efficient to do so than using the corporate bond or for outright portfolio and position hedging purposes. The Funds have a global market focus though they will concentrate the portfolio primarily in the U.S., Europe and Developed Emerging Markets given the current opportunity set. The approximate geographic split is currently 40% North America and 60% Europe, though this can change materially through time.

Methods of Analysis Naya operates within an investment process consisting of screening, idea generation, researching publicly available information, commissioning company and industry studies, conducting company meetings, undertaking a detailed financial valuation of a company’s capital structure and ultimately forming an investment view and an understanding of the IRR embedded in the current stock price. The majority of research is generated internally by the Investment Team; any external research is used as a complement to this. Naya may use research provided by brokers, expert networks, analyst conferences and independent research houses. Investment Universe Naya operates globally and will have a portfolio concentration in areas of expertise including technology/media/telecom, utilities, industrials, consumer, energy and health care sectors. Screening Process • Valuation digression across multiple valuation metrics • Credit spread moves versus equity performance • Embedded book value Idea Generation • Identify opportunities where the Investment Team has a divergent view of business fundamentals from consensus • Areas of focus include special situations, poorly covered businesses or company sectors and overall market volatility Research • Exhaustive fundamental research to understand industry dynamics and company specific operational levers • Translate research into insightful financial models: normalize earnings and cash generation, adjust for excessive or depressed returns and establish a sustainable growth rate for the industry and business Further Diligence • Regular meetings with management teams to gain insight into industry structure and changes, customers, suppliers and competitors • Management teams serve as an outstanding source of investment ideas Valuation Analysis • Wide range of models updated on a quarterly basis automatically • Extensive in-house modelling and financial stress testing Investment Review • A combination of an attractive short-term free cash flow yield (“entry yield”) and long-term sustainable organic growth makes up IRR • Management must exhibit intentions to use their resources for value creation

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Shareholder value-oriented management teams are prioritized; superior cash generation that may be wasted by profligate management is discounted substantially in the investment process

General Investment and Trading Risks; Risk of Loss All investments present a risk of loss of capital. Supply and demand for securities and other financial instruments change rapidly and are affected by a variety of factors. Such factors include investmentspecific price fluctuations as well as macro- economic, market and industry-specific conditions, including, but not limited to, national and international economic conditions, domestic and international financial policies and performance, conditions affecting particular investments (such as the results of operations, financial condition, sales and product lines of corporate issuers), national and international politics, governmental events and changes in interest rates and income tax laws. In addition, events such as political instability, terrorism, natural disasters, and regional and global health epidemics (including viral outbreaks such as COVID-19) may occur. The Firm may have only limited ability to vary its investment portfolio in response to changing economic, financial, investment and other conditions. No guarantee or representation can be made that the Firm’s investment program will be successful. The market price of securities and other financial instruments owned by the Advisory Clients may go up or down, sometimes unpredictably, and investment results may vary substantially. An investment in the Funds involves a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation is made that the Funds’ investment program will be successful, or that the Funds’ returns will exhibit low correlation with an investor’s traditional securities portfolio. The Funds may utilise investment techniques such as option transactions, short sales, derivatives trading and futures and forward contracts, which practices can involve substantial volatility and can, in certain circumstances, substantially increase any potential adverse impact to which the Funds’ investment portfolio may be subject. A description of the risks that an investor in any of the Funds is likely to face is outlined below. However, investors should consult the offering memorandum for a full discussion of the risk factors. Long Strategy. The success of the Funds’ long investment strategies depends upon Naya’s ability to identify and purchase securities that are undervalued. The identification of investment opportunities in the implementation of the Funds’ long investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying the Funds’ positions were to fail to converge toward, or were to diverge further from values expected by Naya, the Funds may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Funds to close out one or more positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with Naya’s long strategies may become outdated and inaccurate as market conditions change. Long-Term. The success of Funds’ long-term investment strategies depends upon Naya’s ability to identify and purchase securities that are undervalued and hold such investments so as to maximize value on a long-term basis. In pursuing any long-term strategy, the Funds may forego value in the short-term or temporary investments in order to be able to avail the Funds of additional and/or longer-term opportunities in the future. Consequently, the Funds may not capture maximum available value in the short-term, which may be disadvantageous, for example, for investors who withdraw all or a portion of their investments before such long-term value may be realized by the Funds.

Short-Term Market Considerations. Naya’s trading decisions may be made on the basis of short-term market considerations, and the portfolio turnover rate could result in significant trading related expenses. Lending of Portfolio Securities. The Funds may lend securities on a collateralized and an uncollateralized basis from its portfolio to creditworthy securities firms and financial institutions. While a securities loan is outstanding, the Funds will continue to receive the equivalent of the interest or dividends paid by the issuer on the securities, as well as interest on the investment of the collateral or a fee from the borrower. The risks in lending securities, as with other extensions of secured credit, if any, consist of possible delays in receiving additional collateral, if any, or in recovery of the securities or possible loss of rights in the collateral, if any, should the borrower fail financially. Lack of Control. The Funds may invest in debt instruments and equity securities of companies that it does not control, which the Funds may acquire through market transactions or through purchases of securities directly from the issuer or other shareholders. Such securities will be subject to the risk that the issuer may make business, financial or management decisions with which the Funds do not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve the Funds’ interests. In addition, the Funds may share control over certain investments with co-investors, which may make it more difficult for the Funds to implement their investment approach or exit the investment when they otherwise would. The occurrence of any of the foregoing could have a material adverse effect on the Funds and the investors’ investments therein. Dependence on Key Individuals. Shareholders have no authority to make decisions on behalf of the Funds. The success of the Funds depends upon the ability of key members of Naya’s investment team to develop and implement investment strategies that achieve the Funds’ investment objective. If the Funds were to lose the services of these members, the consequence to the Funds could be material and adverse and could lead to the premature termination of the Funds. No Material Limitation on Strategies. While it is Naya’s current intention to invest a substantial portion of the Funds’ assets in the strategies described above, the Funds will be permitted to opportunistically implement whatever strategies or discretionary approaches Naya believes from time to time may be best suited to prevailing market conditions. There can be no assurance that Naya will be successful in applying any strategy or discretionary approach to the Funds’ trading. Discretion of Naya; New Strategies and Techniques. Naya has considerable discretion in the types of securities which the Funds may trade and has the right to modify the trading strategies or hedging techniques of the Funds without the consent of the Shareholders. Any of these new trading techniques may not be thoroughly tested in the market before being employed and may have operational shortcomings which could result in unsuccessful trades and, ultimately, losses to the Funds. In addition, any new trading strategies or hedging technique developed by the Funds may be more speculative than earlier techniques and may increase the risk of an investment in the Fund. General Economic and Market Conditions. The success of the Funds’ activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Funds’ investments), trade barriers, currency exchange controls, national and international political circumstances (including wars, terrorist acts or security operations) and public health crises (such as

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At the date of this Brochure, Naya provides investment advice to the Naya Master Fund L.P. which is organized in a Cayman Islands master-feeder structure with two feeder funds, Naya Fund L.P., a Delaware LP (“Naya Onshore Feeder”) and Naya Fund (“Naya Offshore Feeder”) (collectively “Naya Feeder Funds”, and together with the Naya Fund L.P., “Naya Fund”). The Naya Fund is registered as a mutual fund with the Cayman Islands Monetary Authority. In addition to the Naya Fund, the Firm also provides investment management services to the Naya 1740 Fund Ltd., which is a fund of one organized in the Cayman Islands, Nayawood LP, a Cayman Limited Partnership and a long-only Fund; Naya Coldwater Master Fund Limited, a Cayman Limited Company with two feeder funds; Naya Coldwater Fund LP, a Delaware LP (also a “Naya Onshore Feeder”) and Naya Coldwater Fund Limited (also a “Naya Offshore Feeder”). All funds are collectively referred to herein as “the Funds”. Investors in Funds must be (i) “accredited investors” as defined in Regulation D under the Securities Act, and (ii) “qualified purchasers” as defined under the Investment Company Act of 1940 (the “Company Act”) or “knowledgeable employees”, as defined under Rule 3c-5 of the Company Act, and must meet other suitability requirements. Investors in the Funds are generally U.S. and foreign-based high net worth individuals, corporations, trusts, institutions, financial institutions, and government entities. The minimum initial capital contribution is $1,000,000, subject to the discretion of the general partner of the Fund to accept capital contributions of a lesser amount or establish different minimums in the future. The Firm has the ability to offer customized structures for investors which will be considered on a caseby-case basis. Certain of the Funds and the Firm are party to a number of side letters. These principally record fee and transparency terms agreed with the investor. Beyond this, the side letters often contain clarifying language that relates to the Fund governing documents and also records other pertinent terms related to the personal situation of the investor such as ERISA status or Bank Holding Company Act implications. No side letter contains any preferential fee or transparency structure that is not disclosed in this document. As described above in Item 4, in addition to the Funds, Naya also provides investment advice to one Separate Account, which is a non-U.S. client, and also two single-investor Private Equity Vehicles, both of which are a non-U.S. client.

Performance Based Fees and Side-by-Side Management

Naya earns performance fees based on the performance of the Funds. These fees may create an incentive for Naya to make investments on behalf of the Funds that are riskier or more speculative than would be the case in the absence of such an arrangement. All Advisory Clients of Naya are charged a performance-based fee and therefore the Firm does not have an incentive to favor any client over others in allocating investment opportunities. Additionally, Naya and its affiliates may receive management fees and performance-based compensation from one Fund that is higher or lower than the management fees and performance-based compensation borne by investors in other Funds. As a result, Naya and its affiliates could be incentivized to favor a client from which it collects higher management fees and performance-based compensation over other clients from which it collects lower management fees and performance-based compensation. Naya and its affiliates could favor higher fee- paying clients by allocating a large share of more attractive investment opportunities to such clients or spending more time and resources managing investments for such clients. To mitigate these conflicts, Naya seeks to allocate investments in accordance with its trade allocation policy. The fact that Naya is in part compensated based on the performance of Advisory Clients may create an incentive for Naya to make investments on behalf of Advisory Clients that are riskier or more speculative than would be the case in the absence of the performance-based compensation arrangement. To mitigate this conflict, Naya manages Advisory Client accounts in accordance with the investment strategies and risk parameters disclosed in the governing documents or investment management agreements, as applicable.

Naya (GP) Limited, an exempted company incorporated on February 23, 2012, serves as the general partner of the Naya Fund and also to Nayawood LP. The general partner has ultimate responsibility for the management, operations and the investment decisions made on behalf of the Naya Fund and Nayawood LP. As mentioned in Item 4, Naya Management (DIFC) Limited is owned by Naya Capital Management UK Ltd. Naya Management (DIFC) Limited is an exempt reporting advisor with the SEC and provides subadvisory services to certain Advisory Clients pursuant to a services agreement. Naya Management (DIFC) Limited is also regulated by the Dubai Financial Services Authority. Naya Management (DIFC) and Naya Capital Management UK Ltd. share one supervised person. All Naya Management (DIFC) staff members are subject to Naya’s Code of Ethics to manage potential conflicts of interest. Naya and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. Naya and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. Naya does not recommend or select other investment advisers for its Advisory Clients nor does it have any other relationships or arrangements with related persons that are material to its advisory business or to its Advisory Clients.

Transactions and Personal Trading Code of Ethics Naya has adopted a code of ethics that sets forth the standards of conduct expected of all employees and requires compliance with applicable securities laws (“Code of Ethics”). The Code of Ethics states that employees: must be loyal to clients and place the interests of clients above their own; may not, directly or indirectly, use client opportunities for personal gain; must refrain from entering into transactions, including personal securities transactions, that are inconsistent with the interests of clients; must always observe the highest standards of integrity and fair dealing; and conduct their personal and business dealings in accordance with the letter, spirit and intent of all relevant laws and regulations. The Code of Ethics also contains written policies reasonably designed to prevent the unlawful use of material non-public information by Naya or any of its employees. Employees are required to acknowledge that they have received, read and understand the Code of Ethics, and will abide by their responsibilities under it. Naya appointed an individual to serve as Chief Compliance Officer who, together with senior management, will be responsible for monitoring and enforcing the Code of Ethics. Prospective clients and Advisory Clients may contact Naya at the telephone number or email listed on the cover of this Brochure to request a copy of the Code of Ethics. Personal Trading The Code of Ethics requires employees to report the transactions and holdings in their personal securities accounts and prohibits employees from directly or indirectly engaging in certain securities transactions without first obtaining approval. The Firm generally does not permit employees to transact in publicly traded securities (other than mutual funds, exchange traded funds, and certain others) in their personal securities accounts after joining Naya. Individuals may be permitted to passively hold onto existing positions in such securities and will be required to gain prior permission in order to sell or liquidate them. Individuals may be permitted to purchase privately traded securities and will be required to gain prior permission for such purchases. Participation or Interest in Client Transactions Certain of Naya’s employees invest in the Funds. Employees are not subject to the management or performance-based fees applicable to the Funds described in Item 5 above. The fact that employees have financial ownership interests in the Funds creates a potential conflict in that it could cause Naya to make different investment decisions in the Funds than if employees did not have such financial ownership interests. Certain employees have in the past and may again in the future invest in one or more privately offered security that is also held in one or more Advisory Client account. The fact that employees have financial ownership interests in securities that are also held in Advisory Client accounts creates a potential conflict between the interests of employees and Advisory Clients in that an employee may make decisions regarding such securities that may be contrary to the interests of Advisory Clients.

Naya seeks to address such potential conflicts of interest through monitoring of employee personal trading and enforcement of the Firm’s Code of Ethics. Employees may only purchase an interest in certain investments after obtaining permission from Naya as required by Rule 204(a)-1 of the Investment Advisors Act of 1940. Naya may disapprove any proposed transaction, particularly if the transaction appears to pose a conflict with a client’s interests or otherwise appears improper. Additionally, the Firm seeks to address such potential conflicts through regular monitoring of Advisory Client accounts for consistency with their investment objectives, strategies, risks and restrictions. Cross Trades Naya may determine that it would be in the best interests of certain Funds from time to time to use a broker to intermediate and match “buy” and “sell” orders from one Fund to another (each such market cross, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the clients, or to reduce transaction costs that may arise in an open market transaction. If Naya decides to engage in a Cross Trade, Naya will determine that the trade is in the best interests of each Fund involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those Funds. Naya generally executes Cross Trades with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Such Cross Trades will entail reduced commissions and will be executed at the mid of the prevailing market price at the time, hence independently set. Principal Transactions To the extent that Cross Trades may be viewed as principal transactions due to the ownership interest in a Fund by Naya or its personnel, Naya will comply with the requirements of Section 206(3) of the Investment Advisers Act of 1940 (the “Advisers Act”), including that any such transactions will be prohibited unless Naya discloses the capacity in which it is acting to the client in writing before completion of the transaction, and obtains the participating client’s consent prior to the transaction. Cross Trades and principal transactions will only be undertaken where it can be shown that it is likely not to act to the detriment of any relevant clients and is consistent with each client’s investment objectives and strategy.

Best Execution The Firm will seek the best execution for all trades within the Funds. Best execution will be evaluated on a case by case basis and will be determined by the following trade requirements: cost, size, nature of the transaction, quality of execution and settlement, difficulty of execution given the nature of the asset and/or prevailing market conditions, operational capabilities, facilities of the broker or dealer involved, whether that broker or dealer has risked its own capital in positioning a block of securities or other assets, and the prior experience of the broker or dealer in effecting transactions of the type in which Naya will engage and speed. Aggregation and Allocation The Firm allocates all trades to the relevant funds via Broadridge IMS (formerly known as Paladyne) on a pari-passu basis and in line with the account mandates. This is principally on a pari-passu basis. Where fund mandates lead to differing position sizes, trades are allocated in proportion to differing position sizes on a fair and equivalent basis. The Firm keeps an allocation policy which is available upon request. Payment for Research Under UK FCA rules, the Firm is prohibited from accepting non-monetary benefits from a third-party that relate to the provision of portfolio management to a client unless they are acceptable minor nonmonetary benefits or certain third-party research. Research bundled into transaction costs has been identified as amounting to an inducement and is thus prohibited. Third-party research (other than research that has been identified as an acceptable minor non-monetary benefit) is not considered to be an inducement only where it is received in return for direct payments made by the firm out of its own resources, or via payments from a separate research payment account (“RPA”) controlled by the Firm on behalf of its clients. Trade Errors There is an errors and omissions insurance policy of $50m to deal with potential trade and operational errors. There is also a trading errors compliance log and the Operational Team will actively review the procedures should any errors occur. If the error meets the conditions outlined in the policy, Naya will seek compensation for the error under the policy. Errors which do not meet the conditions required for reimbursement under the policy will be borne by the Funds. Any gains resulting from a trading error will go to the Funds. Directed Brokerage Naya does not recommend, request or require that its Advisory Clients direct Naya to execute transactions through a specified broker-dealer.

Neither Naya nor any related person directly or indirectly compensates any person for client referrals, provided however, Naya has entered into a placement agent agreement whereby a placement agent has agreed to introduce potential investors to the Funds. Pursuant to the terms of such placement agent agreement, Naya may pay the placement agent a placement fee equal to a percentage of management fees borne by each investor introduced to a Fund by the placement agent. In the event that a placement agent introduces potential investors to the Funds, a written disclosure document will be provided to referred investors describing, among other things, the material terms of any compensation arrangement between Naya and the placement agent and all material conflicts of interest. In such instances, referred investors should ensure that they receive and read the disclosure document from the placement agent. Naya does not receive any compensation from any third parties for referrals of client or investors, or any other business activities.

Naya and its employees have not been involved in any legal or disciplinary events in the past 10 years that would be material to a client’s evaluation of the Firm or its personnel.

Advisory Client accounts will be monitored closely, and will be informally reviewed on an on-going and contemporaneous a basis by the risk management committee, with findings discussed at meetings of this committee. A review of an Advisory Client’s account may also be triggered by any unusual activity or special circumstances. Naya employs strict parameters in terms of the instruments that the portfolio manager is allowed to trade in and the structure of the portfolio. There will be a risk management committee meeting monthly with the CIO, CCO and the Operational Team. All issues of portfolio risk and valuation will be discussed in this time. Naya will use its own specific stress test models based on specific portfolio risk. The Funds will also use a number of historic stress test models in order to gain a more comprehensive understanding of the portfolio’s risks under a variety of different market conditions. The Funds will provide the following reporting to investors: • • •

Official Monthly statements of NAV, performance and portfolio aggregated exposure snapshots Annual letter from Naya describing relevant Naya Fund information Annual audited financial statements (and K-1 if applicable) within 120 days of the applicable Fund's fiscal year end

Naya does not take or maintain physical custody of any Advisory Clients’ cash or securities and conducts all business operations such that Advisory Clients’ cash and securities are preserved in the safekeeping of an independent custodian. Advisory Clients receiving statements directly from such custodians should carefully review those statements and should carefully compare such statements to any reports sent by Naya. As Naya’s principal office and place of business is outside the U.S., Rule 206(4)-2 (the “Custody Rule”) does not apply to the Naya’s non-U.S. Advisory Clients. Naya is subject to the Custody Rule with respect to its U.S. Funds. To ensure compliance with the Custody Rule, these U.S. Funds are subject to an annual audit in accordance with generally accepted auditing standards and the audit reports are issued in accordance with U.S. GAAP by an independent public accountant registered with and subject to regular inspection by the Public Company Accounting Oversight Board. The relevant audited financial statements are distributed to each investor via the Administrator within 120 days of these U.S. Funds’ fiscal year end. In addition, these U.S. Funds are subject to audit upon liquidation and the liquidation audit is provided to investors promptly after its completion. Investors also receive monthly investor statements directly from the administrator for these U.S. Funds, as described in Item 13.

As Chief Investment Officer of Naya, Masroor Siddiqui maintains ultimate investment discretion and full discretion over Advisory Client investment portfolios. Naya’s investment decisions and advice with respect to each Advisory Client is subject to each Advisory Clients’ investment objectives and guidelines, as set forth in its offering documents or investment management agreement (as applicable). Naya or an affiliate has entered into an investment management agreement, or similar agreement, with each Advisory Client, pursuant to which Naya was granted discretionary trading authority.

It is the policy of Naya to vote proxies in the interest of maximizing value for its Advisory Clients. Consideration will be given to both the short and long term implications of the proposal to be voted on when considering the optimal vote, including factors such as the impact on the value of investments, associated costs and benefits, and effect on liquidity. The Naya analyst(s) responsible for each security will be contacted whenever there is a proxy vote, to determine the appropriate vote to be cast. At times, Naya may determine it is in its clients’ best interests to abstain from voting. Notwithstanding the foregoing, Naya generally votes in favor of the management of companies for which the proxies are being voted. Whenever Naya does not vote in favor of management, or abstains from voting, the rationale for such decision will be documented. Conflicts of interest may arise between the Advisory Clients’ interests and Naya's interests. If Naya determines it may have a conflict when voting proxies, Naya will vote in accordance with its proxy voting policy. A copy of Naya’s proxy voting policy is available upon request.

Naya is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.