P SCHOENFELD ASSET MANAGEMENT LP

Advisory Business Advisory Firm P. Schoenfeld Asset Management LP (“PSAM” or “Investment Manager”) has been providing services as an investment adviser since 1997. 1 The principal owners of PSAM are Peter M. Schoenfeld, the Founder, Chief Executive Officer, and Chief Investment Officer of PSAM, and P. Schoenfeld Asset Management GP LLC (of which Peter M. Schoenfeld is the managing member and majority owner). Investment Strategies and Types of Investments PSAM is an event-driven investment adviser that invests in the securities and obligations of companies which, in the opinion of PSAM, are mispriced relative to their inherent or embedded value. The mispricing of these securities and obligations is generally attributable to a corporate action or corporate event (or a potential corporate action or corporate event) including, but not limited to (collectively, the “Event Activities”): •

corporate reorganizations and business combinations including: mergers, joint ventures, exchange offers, cash and/or stock tender offers, spin-offs, leveraged buy-outs, management buy-outs, divestitures, rights offerings and privatizations;

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corporate debt and balance sheet restructurings and financings including: bankruptcies, recapitalizations, liquidations, capital markets activities and bridge financings;

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changes to a company's business including: changes in a company's capital structure, borrowings, dividend policy, cash utilization strategy, management, competitive posture in the market, products and vendor or supplier relationships; and

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catalyst driven situations where there has been some form of public disclosure impacting the value of a company's assets or liabilities. The impact of the catalyst may be difficult to quantify from a value and timing perspective and the outcome may be uncertain. These situations may involve litigation, legislation or regulatory change, proxy fights, holding company reorganizations, shareholder activism, corporate governance or growth capital financing.

PSAM succeeded P. Schoenfeld Asset Management LLC and P. Schoenfeld Asset Management International LLC, which were merged with and into PSAM on January 1, 2009 as part of an internal reorganization.

Advisory Services PSAM provides investment management services to pooled investment vehicles (“Private Funds”) that are structured as either limited partnerships formed under the laws of the state of Delaware (“Onshore Feeders”) or exempted companies with limited liability incorporated in the Cayman Islands (“Offshore Feeders”). An affiliate of PSAM serves as the general partner to each Onshore Feeder and Peter M. Schoenfeld serves as one of three directors for each Offshore Feeder. In addition, as a general matter, the Private Funds invest the majority of their assets in affiliated funds (“Master Funds”) that are structured as exempted companies with limited liability incorporated in the Cayman Islands and have the same directors as those for each Offshore Feeder. PSAM manages each Private Fund and Master Fund based on the investment objectives and restrictions as set out in the relevant Private Fund’s offering documents. In addition, PSAM provides trading advisory services to separately managed accounts (“Managed Accounts”) for clients that are pooled investment vehicles interested in investment programs that differ from the ones used by the Private Funds or for clients that do not wish to invest in the Private Funds referenced above. The investment guidelines and restrictions for each Managed Account are negotiated by PSAM and the relevant parties. PSAM also provides investment advisory services to one client for whom we do not execute trades (the “Advisory Account”). As used herein, the term “client” or “clients” refers to one or more of the Private Funds and Managed Accounts referenced above. Assets Under Management PSAM has discretionary authority (i.e., the authority to decide which securities to purchase and sell) for all of its clients except for one non-discretionary advisory account and had assets under management (calculated on a net basis, including such advisory account) totaling approximately $382,551,798 as of December 31, 2025. As of that date, PSAM had discretionary regulatory assets under management (excluding such advisory account) totaling approximately $532,177,576.

Fees and Compensation With respect to each Private Fund, for each investor therein, PSAM or its affiliate deducts an assetbased fee (i.e., management fee) on a monthly basis at the end of each calendar month (generally between 1% to 2% annually) and performance-based compensation on a yearly basis at the end of each calendar year (generally between 12% to 20% of net capital appreciation). If an investor in a Private Fund withdraws its interest in an Onshore Feeder or redeems its shares in an Offshore Feeder prior to the end of a calendar year, such investor's performance-based compensation will be deducted at the end of the relevant calendar month for the relevant portion of the calendar year. PSAM reserves the right to waive or impose different (including more favorable) fees or incentive compensation terms in the future (and has previously done so with respect to certain investors), or otherwise modify the fee or incentive compensation arrangements of an investor in a Private Fund with the consent of such investor. With respect to the Managed Accounts, PSAM does not deduct any fees. Each Managed Account pays PSAM or its affiliate an asset-based fee (i.e., management fee) on a monthly basis at the end of each calendar month (generally between 0.65% to 1.3% annually) and a performance-based fee on a quarterly or yearly basis at the end of such calendar quarter or calendar year (generally between 10% to 20% of net capital appreciation). The Advisory Account pays PSAM an assetbased fee. Each Private Fund bears its own expenses, and its pro rata share of its Master Fund's expenses including, but not limited to, taxes, organizational, offering and investment expenses (for example, expenses which are related to research, due diligence, monitoring and consummation of investments, such as brokerage commissions and interest expense), administrative expenses, legal and compliance expenses, internal and external accounting expenses, audit and tax preparation expenses, custodial fees, information technology used to research investments, evaluate and manage risk and facilitate valuations and other expenses associated with the operation of the Private Fund. Each Private Fund also bears its pro rata share of reasonable charges for outside advisers such as attorneys, experts and others incurred by PSAM and its affiliates in connection with investment activities of the Private Fund. Each Managed Account bears its investment expenses and some may also bear their pro rata share of reasonable charges for outside advisers such as attorneys, experts and others incurred by PSAM and its affiliates in connection with investment activities of the Managed Account. It should be noted that the degree to which each Managed Account bears expenses is individually negotiated with such Managed Account. The Advisory Account client administers its fund itself and bears all expenses related to such fund. PSAM bears its expenses of providing advisory services to the Advisory Account.

Methods of Analysis, Investment Strategies and Risk of Loss PSAM is an event-driven investment adviser that invests in the securities and obligations of companies which, in the opinion of PSAM, are mispriced relative to their inherent or embedded value. The mispricing of these securities and obligations is generally attributable to a corporate action or corporate event (or a potential corporate action or corporate event) including, but not limited to (collectively, the “Event Activities”): •

corporate reorganizations and business combinations including: mergers, joint ventures, exchange offers, cash and/or stock tender offers, spin-offs, leveraged buy-outs, management buy-outs, divestitures, rights offerings and privatizations;

•

corporate debt and balance sheet restructurings and financings including: bankruptcies, recapitalizations, liquidations, capital markets activities and bridge financings;

•

changes to a company's business including: changes in a company's capital structure, borrowings, dividend policy, cash utilization strategy, management, competitive posture in the market, products and vendor or supplier relationships; and

•

catalyst driven situations where there has been some form of public disclosure impacting the value of a company's assets or liabilities. The impact of the catalyst may be difficult to quantify from a value and timing perspective and the outcome may be uncertain. These situations may involve litigation, legislation or regulatory change, proxy fights, holding company reorganizations, shareholder activism, corporate governance or growth capital financing.

Generally, when an Event Activity is announced or otherwise publicly disclosed PSAM will analyze the proposed Event Activity and determine how it will impact the company and its securities and obligations. Central to the analysis is determining the fundamental value of the company, its assets and financial prospects. Whether the Event Activity is a business combination, bankruptcy, spinoff or some other transaction, PSAM has to determine how the value of the company's securities will change, or relate to, their fundamental, or intrinsic, value. Secondly, PSAM must assess the likelihood that the transaction will be consummated, or in the case of a bankruptcy, how long the reorganization process is likely to take and whether there is adequate information to assess the company's survival. The financial and legal aspects of the situation (including, as appropriate, the adequacy of the consideration offered, the likelihood that the consideration will be increased by the offeror or a third party, the issues that may be raised under corporate, securities and anti-trust laws and by regulatory agencies, and the accounting and tax implications) will be evaluated. In credit situations a fundamental business analysis is conducted which may include comparisons to the company's competitors, along with extensive review of the company's bank agreements, debt indentures, corporate organization, advisors, legal counsel and domicile. PSAM will determine whether the profit that may be realized in the prospective transaction will adequately compensate the client for the risks it perceives. PSAM seeks to derive

profits for its clients by realizing any price differential between the market price of the securities of a company when bought subsequent to the announcement or other public disclosure of a prospective transaction and the value ultimately realized from the disposition of those securities. PSAM invests both long and short in securities and other instruments including, but not limited to, senior, secured and unsecured bank debt, distressed bonds, trade claims, equities, convertible securities, options, swaps (including credit default swaps) and other derivatives. PSAM may employ leverage as part of its investment strategy, in accordance with the investment guidelines and restrictions applicable with respect to a particular client. The descriptions set forth in this Brochure of specific advisory services that PSAM offers to clients, and investment strategies pursued and investments made by PSAM on behalf of its clients, should not be understood to limit in any way PSAM's investment activities. PSAM may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that PSAM considers appropriate, subject to each client's investment objectives and guidelines. Not all clients pursue all of the investment strategies or invest in all of the financial investments described herein. The investment strategies PSAM pursues are speculative and entail substantial risks. 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. Risk Factors Related to Investment Strategies and Particular Types of Securities The following risk factors do not purport to be a complete list or explanation of the risks involved in investments made by clients advised by PSAM. These risk factors include only those risks PSAM believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by PSAM on behalf of its clients. General Investment and Trading Risks. An investment in any client involves a high degree of risk, including the risk that the entire amount invested may be lost. Clients invest in securities and other financial instruments using strategies and investment techniques with significant risk characteristics. No guarantee or representation is made that a client’s program will be successful. The clients' investment programs utilize such investment techniques as option transactions, margin transactions, short sales, forwards, leverage and derivatives trading, which practices can, in certain circumstances, maximize the adverse impact to which the client may be subject. In addition, a client's investment in securities may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular countries or markets where the client may invest its assets. An investment in a client involves a high degree of risk, including, but not limited to those listed below and should only be considered by persons who can reasonably afford a loss of their entire investment. No assurance can be given that investors will realize a profit on their investment in a client. Because of the inherently speculative and transactional nature of the clients’ investment activities, the results of a client's operations may be expected to fluctuate from month to month and from period to period. Competition; Availability of Investments. Certain markets in which clients may invest are extremely competitive for attractive investment opportunities and, as a result, there may be reduced

expected investment returns. A number of money management firms, limited partnerships and other event-driven funds also exist that may have capital in excess of PSAM's clients and such entities and money management firms may choose to invest in strategies similar to those of PSAM's clients at any time. There can be no assurance that PSAM will be able to identify or successfully pursue attractive investment opportunities in such environments. Among other factors, competition for suitable investments from other pooled investment vehicles, the public equity markets and other investors may reduce the availability of investment opportunities. Limited Diversification. A client's portfolio could become significantly concentrated, for example, in any one issuer, industry, sector, strategy, country or geographic region. Such concentration of risk may increase any losses suffered by a client. In addition, it is possible that PSAM may select investments that are concentrated in a limited number or type of financial instruments. This limited diversity could expose a client to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in those financial instruments. Event-Oriented Trading and Special Situation Investments. PSAM expects clients to engage in event-oriented trading and special situation investments, which often involve the purchase of a company's securities after the company's announcement of a significant event. The price offered for securities of a company involved in an announced deal generally represents a significant premium above the market price prior to the announcement. Therefore, the value of such securities held by a client will decline in the event the proposed transaction is not consummated and if the market price of the securities returns to a level comparable to the price prior to the announcement of the deal. Furthermore, the difference between the price paid by a client for securities of a company involved in an announced deal and the anticipated value to be received for such securities upon consummation of the proposed transaction will often be very small. If the proposed transaction appears likely not to be consummated or, in fact, is not consummated or is delayed, the market price of the securities will usually decline, perhaps by more than that client's anticipated profit. In addition, when the client has sold short the securities it anticipates receiving in an exchange or merger, and the proposed transaction is not consummated, the client may be forced to cover its short position in the market at a higher price than its short sale, with a resulting loss. If the client has sold short securities that are the subject of a proposed cash tender offer or cash merger and the transaction is consummated, the client also may be forced to cover its short position at a loss. Where PSAM has purchased put options for a client’s account with respect to the securities the client anticipates receiving in an exchange or merger, if the proposed transaction is not consummated, the exercise price of the put options held by the client may be lower than the market price of the underlying securities, with the result that the cost of the options will not be recovered. If PSAM has purchased put options for a client’s account with respect to securities which are the subject of a proposed cash tender offer or cash merger and the transaction is consummated, the client also may not exercise its options and may lose the premiums paid thereon. Since options expire on defined dates, in the event consummation of a transaction is delayed beyond the expiration of a put option held by a client, it may lose the anticipated benefit of the option.

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Types of Clients PSAM's clients consist of Private Funds offered to investors on a private placement basis and Managed Accounts and the Advisory Account for institutional and certain other investors.

Performance-Based Fees and Side-By-Side Management All clients other than the Advisory Account are charged performance-based compensation in addition to asset-based fees. PSAM faces a conflict of interest to the extent that it receives different levels of performance-based compensation from different clients. PSAM may have an incentive to favor a client, or take increased investment risk on behalf of a client, for which it receives greater performance-based compensation. Because PSAM serves as investment adviser to clients that may have similar investment programs and overlapping strategies, PSAM’s policies and procedures to address this conflict of interest include those designed to ensure allocation of trades among clients on a fair and equitable basis. For further discussion of PSAM’s allocation policy, please see Item 11.

Other Financial Industry Activities and Affiliations PSAM 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. PSAM and its management persons are not registered as, and do not have any application pending to register as, futures commission merchants, commodity pool operators, commodity trading advisors, or associated persons of the foregoing entities. PSAM has filed for exemptions from registration as a commodity pool operator and commodity trading advisor. PSAM and its management persons have material relationships with each of the Private Funds to which it provides investment management services. As described in Item 4, an affiliate of PSAM serves as the general partner to each Onshore Feeder and Peter M. Schoenfeld serves as one of three directors for each Offshore Feeder and Master Fund. The Private Funds have different investment strategies and may receive different advice from PSAM with respect to investments.

Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics PSAM has adopted a code of ethics (the “Ethics Code”) under Advisers Act Rule 204A-1 which sets forth standards of business conduct for its partners and employees (together, the “Employees”). The Ethics Code also applies to other persons that are designated by the Chief Compliance Officer (“CCO”). The Ethics Code is based on the fundamental principle that PSAM stands in a position of trust and confidence with respect to its clients and has a fiduciary duty to place the interests of its clients before its own interests or those of its Employees. The major areas that are covered in the Ethics Code are summarized below. Personal Trading. Personal accounts that hold or have the ability to hold “reportable securities” in which the Employee has a beneficial ownership must be reported at the start of employment and annually to the CCO. Trading in reportable securities is prohibited, except for limited instruments or in limited circumstances, each with pre-approval of the CCO. Outside Interests. Outside interests of the Employee and members of his or her household and immediate family are reported at the start of employment and annually. In addition, Employees must obtain permission before engaging in certain activities, including but not limited to, receiving compensation, taking a management or executive position, or providing advice about investments and/or trading. Gifts and Entertainment. Gifts and entertainment that are received or given and that have a certain fair market value must be reported to the CCO. Gifts of cash and cash equivalents are strictly prohibited. Gifts and entertainment to any government officials (including foreign government officials) or their families, any political party or official or candidate for political office (including any foreign political party or official or candidate for political office) are prohibited without prior approval of the CCO. Compliance with Federal Securities Laws. Employees are required to comply with applicable federal securities laws. General; Administration of the Ethics Code. The Ethics Code will be administered by the CCO. Employees are required to report any violation of the Ethics Code to the CCO. Exceptions to the Ethics Code may be granted by the CCO under limited circumstances provided that certain conditions are met. Violations of the Ethics Code may result in disciplinary action and the sanction will be determined by the CCO in consultation with the Chief Operating Officer and/or Chief Executive Officer. The CCO maintains records of violations of the Ethics Code and any action taken as a result. Clients and prospective clients may request to review the Ethics Code in its entirety by contacting info@psam.com.

Investing in Securities that PSAM Recommends to Clients PSAM may buy or sell securities for client accounts (including interests in Private Funds) in which PSAM and its related persons may have a financial interest. In addition, certain partners of PSAM are the same persons that are the managing member and members of the general partner of each Onshore Feeder, and Peter M. Schoenfeld serves as one of three directors for each Offshore Feeder and Master Fund. The general partners of the Onshore Feeders are involved in making investment decisions for the Onshore Feeders and may buy or sell securities for client accounts in which PSAM and its related persons may have a financial interest. Conflicts Caused by Contemporaneous Trading One client may make investments in the same issuers as another client and conflicts of interest (or perceived conflicts of interest) may arise in connection with such investments, including as a result of investing in different levels of an issuer's capital structure or otherwise in different classes of an issuer's financial instruments. In addition, one client may make follow-on or other investments (including with respect to issuers in which another client has an investment) in which other clients will not participate. PSAM and its related persons at times, purchase, sell, or otherwise enter into transactions for themselves in securities. Prior to, simultaneously with or subsequent to such transactions, PSAM, for the accounts of one or more of its clients, at times purchases, sells, or otherwise enters into transactions involving any of these same securities or other related securities. Such trading could create potential conflicts of interest because PSAM’s decision to buy or sell a security for a client can affect the value of that security or a related security held by PSAM and its related persons and PSAM and its related persons’ decision to buy or sell a security for themselves can affect the value of that security or related security held by a client. Therefore, any such transaction for the accounts of PSAM and its related persons will be entered into only if the transaction is consistent with PSAM's fiduciary duties to its clients and its applicable internal procedures then in effect. Except in the cases of treasury bills or other widely traded securities, PSAM and its related persons do not transact for their own accounts when transactions in the same securities are being made or are under consideration for clients. Allocations If PSAM determines that an investment opportunity is appropriate for one or more clients (subject to situations where a particular client is not permitted to invest in certain types of investments because of regulatory prohibitions or contractual restrictions and subject to a particular client's stated investment objectives), PSAM will seek to allocate the investment opportunity on an equitable basis, taking into account such factors as it deems appropriate in light of its fiduciary obligations, including, without limitation, the relative amounts and nature of capital available for new investments (including levels of uncommitted capital and leverage ratios for the clients), relative exposure of clients to particular strategies and investment programs, portfolio positions of clients, contractual or legal restrictions with respect to positions held by clients, liquidity requirements of each client and level of risk exposure targeted for each client. PSAM generally

allocates such investment opportunities among eligible clients based on allocation percentages designated for each client within a particular strategy unless PSAM believes in good faith that another method would be more fair and equitable. In certain limited circumstances, PSAM may decide not to have certain clients participate in an investment opportunity if the costs (e.g., transaction costs) associated with such client's participation are too high, if a client does not have sufficient capital, if such investment would not be consistent with such client’s investment objectives or strategy, or for such other reasons as PSAM may deem appropriate and that are consistent with its fiduciary obligations. PSAM faces a potential conflict of interest with respect to allocation of investment opportunities to the extent that (i) it receives different levels of fees from clients and (ii) PSAM and its personnel have a greater direct or indirect ownership interest in one client than in another client. PSAM endeavors to address such conflicts through the allocation policies and procedures maintained by PSAM and summarized above. Cross Trades PSAM may on occasion effect a purchase or sale of a security or securities to one client account from another client account. Such transactions generally will be effected to rebalance the positions held in the accounts in light of a variety of circumstances, including subscriptions or redemptions or changes in the composition of the accounts' portfolios. Such transactions may involve the transfer of an amount of a particular financial instrument not available in the open market (such as bank loans) or for which the transaction costs in the open market would be higher. Trades among accounts generally are effected in the market. “Cross trades” will generally be effected at a price based upon broker-dealer quotes consistent with PSAM’s valuation procedures or other valuation sources deemed reasonable by PSAM, or at the close-of-market price as reported by a reliable pricing source. No consideration will be paid or received (other than cash payment against prompt delivery of the security) and no brokerage commission, fee or other remuneration, except for customary transfer fees, will be paid or received in connection with any cross trade effected without using a broker dealer. To the extent that a Cross Trade may be viewed as a principal transaction due to the ownership interest in a client by PSAM or its personnel, PSAM will comply with the requirements of Section 206(3) of the Advisers Act.

Brokerage Practices Brokerage Practices PSAM will seek to obtain best execution for clients. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, PSAM may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers' or dealers' facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the prices, commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) or spreads charged to clients by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. PSAM need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. PSAM maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. PSAM has brokerage committees that meet periodically to evaluate the qualitative execution performance of brokers executing PSAM's trade orders. The brokerage committees review, among other things, PSAM's use and allocation of brokerage commissions and its overall spending on research and brokerage services. Soft Dollar Usage It is PSAM’s policy to use client brokerage commission dollars (“soft dollars”) to pay only for products and services that qualify as eligible “research and brokerage services” and that fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Also, consistent with Section 28(e), research and brokerage services obtained with soft dollars generated by one or more clients may be used by PSAM to service one or more other clients, including clients that may not have paid for the soft dollar benefits. PSAM does not seek to allocate soft dollar benefits to clients in proportion to the soft dollar credits such clients generate. In the last year, PSAM has acquired the following types of products and services with soft dollars: •

Research services from publications, software and databases that address the value of securities or the advisability of investing in, purchasing or selling securities, as well as analysis, publications and reports concerning issuers, industries, securities, economic factors and trends;

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Research services from proprietary and third party sell-side analysts who provide oral and written research and assistance used to assist in investment decision-making; and

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Research and brokerage services from computer software and hardware including order management systems and market data feeds used to assist in the investment decision-making process.

Although soft dollars are expressly permitted under the Exchange Act, their use gives rise to a number of potential conflicts of interest. When PSAM uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, PSAM receives a benefit because it does not have to produce or pay for such products or services. Additionally, PSAM may also have an incentive to trade more frequently than reasonably necessary in order to generate soft dollars to pay for research or brokerage services. Finally, when using soft dollars, PSAM may have an incentive to route a particular trade order to a participating soft dollar broker over a venue that may offer better trade execution for that particular order. In order to mitigate these potential conflicts of interest, the brokerage committees meet periodically to evaluate the qualitative execution performance of brokers executing PSAM's trade orders. The brokerage committees review, among other things, PSAM’s use and allocation of brokerage commissions and its spending on research and brokerage services. Client and Investor Referrals One or more of the prime brokers for the Private Funds may provide PSAM with capital introduction services whereby PSAM may be afforded the opportunity to make a presentation regarding its services. While the prime brokers generally provide such services to PSAM at no additional cost, PSAM (and not the Private Funds) may be the principal or sole beneficiary of those services, which could present a potential conflict of interest between the Private Funds and PSAM, because PSAM is responsible for selecting prime brokers and negotiating brokerage, margin and other fees that are paid by the Private Funds. PSAM compensates the sponsor of some of its Managed Accounts in connection with investors that invest through the sponsor’s platform. In addition, PSAM compensates third parties in connection with placing investors in certain of its Private Funds. PSAM has entered into, and may in the future enter into, arrangements whereby PSAM compensates such parties with a fee, which may be a portion of the performance-based compensation and/or asset-based fee that PSAM and its affiliates receive. Although these arrangements include broker-dealers, PSAM does not take these arrangements into consideration when using its discretion in selecting broker-dealers to execute client transactions. Directed Brokerage by Managed Accounts Managed Accounts may direct PSAM to execute transactions with specified broker-dealers. Any limitations on PSAM’s brokerage discretion are negotiated with the Managed Account and set out in the trading advisory agreement (or other relevant documents). Directed brokerage may result

in PSAM being unable to achieve most favorable execution of transactions for the Managed Account and may be more expensive for such Managed Account. Order Aggregation If PSAM determines that the purchase or sale of a financial instrument is appropriate with regard to multiple client accounts, PSAM may, but is not obligated to, purchase or sell such a financial instrument on behalf of such accounts with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law and consistent with our duty to obtain best execution and the terms of the investment guidelines and restrictions of each client for which trades are being aggregated. When an aggregated order is filled through multiple trades at different prices on the same day, each participating account will receive the average price, with transaction costs generally allocated pro rata based on the size of each account's participation in the order (or allocation in the event of a partial fill) as determined by PSAM. In the event of a partial fill, allocations will generally be allocated pro rata in proportion to the size of the orders placed for each client to the extent practicable but may be modified on a basis that PSAM deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. In some circumstances, PSAM may reach investment decisions for different clients at different times during a day and such orders should not be aggregated. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by PSAM. As a result, certain trades in the same financial instrument for one account (including an account in which PSAM and its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another account, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved.

Client Referrals and Other Compensation As described in Item 12, one or more of the prime brokers for the Private Funds may provide PSAM with capital introduction services whereby PSAM may be afforded the opportunity to make a presentation regarding its services to clients of the prime broker. While the prime brokers generally provide such services to PSAM at no additional cost, PSAM (and not the Private Funds) may be the principal or sole beneficiary of those services, which could present a potential conflict of interest between the Private Funds and PSAM, because PSAM is responsible for selecting prime brokers and negotiating brokerage, margin and other fees that are paid by the Private Funds. Although these arrangements may include broker-dealers, PSAM does not take into consideration these arrangements when using its discretion in selecting executing brokers for client orders. PSAM compensates the sponsor of some of its Managed Accounts in connection with investors that invest through the sponsor’s platform. In addition, PSAM compensates third parties in connection with placing investors in certain of its Private Funds. PSAM has entered into, and may in the future enter into, arrangements whereby PSAM compensates such parties with a fee, which may be a portion of the performance-based compensation and/or asset-based fee that PSAM and its affiliates receive.

Disciplinary Information Neither PSAM nor its management persons are subject to legal or disciplinary events that are material to a client's or prospective client's evaluation of PSAM's advisory business or the integrity of PSAM's management.

Review of Accounts Client accounts are reviewed daily by PSAM’s portfolio managers (and other members of the investment staff) as well as the Chief Operating Officer, and members of the operations group. Client accounts are also reviewed from time to time by other partners and employees of PSAM. Matters reviewed include security costs and current values, realized and unrealized gains and losses for each position, income from interest and dividends, and position sizes for risk management purposes. Trades that are executed for client accounts are also reviewed daily by the trading team to ensure the trades executed are consistent with decisions made by PSAM’s portfolio managers (and other members of the investment staff). Clients that are Managed Accounts receive daily trade files from PSAM that reflect trades executed for such day. Additional information is available to Managed Accounts upon request. With respect to clients that are Private Funds, each investor in the Private Fund receives annual audited financial statements from an independent public accountant as well as monthly statements of capital activity and performance from the Private Fund’s administrator. Investors also receive periodic updates with respect to performance and other metrics as well as market color. Additional information is available to all investors in the Private Funds upon request.

Custody PSAM is deemed to have custody of assets of certain clients that are Private Funds because it has the authority to obtain client funds or securities, for example, by deducting performance-based compensation from a client's account or otherwise withdrawing funds from a client's account. PSAM is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Private Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Private Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Private Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. PSAM does not have custody under the Custody Rule of assets of the Advisory Account or clients that are Managed Accounts.

Investment Discretion PSAM has discretionary authority to manage investments of the Private Funds and discretionary authority to trade on behalf of the Managed Accounts. PSAM also provides investment advisory services to the Advisory Account but does not trade on its behalf. Any limitation on PSAM's discretionary authority is contained in the relevant documents for the particular Private Fund (i.e., offering memorandum, investment management agreement, subscription documents, limited partnership agreement for the Onshore Feeders or memorandum of association and articles of association for the Offshore Feeders) or Managed Account (i.e., trading advisory agreement or other relevant agreements).

Voting Client Securities PSAM has authority to vote proxies on behalf of the Private Funds and the Managed Accounts. PSAM has retained the proxy research and voting services of Institutional Shareholder Services Inc. (“ISS”) to assist PSAM in voting proxies in the best interests of its clients. ISS is an independent proxy voting firm that specializes in analyzing shareholder voting matters, issuing research reports on such matters, and making voting recommendations intended to maximize shareholder value. ISS provides PSAM with analytical summaries and final vote recommendations for domestic and foreign proxy matters. As a general matter, PSAM believes that ISS is in the best position to make proxy vote recommendations that are in the best interests of clients in light of the dedicated resources and expertise of ISS. PSAM also believes that ISS is a more cost effective alternative to handle proxy voting (e.g., conducting research and analysis on proxy matters as well as mechanically voting proxies and retaining records) and is the best way to protect clients against potential conflicts of interest between PSAM and its clients. In light of the above, PSAM's policy is to vote proxies for clients generally in accordance with ISS vote recommendations. However, PSAM does retain the right to override ISS vote recommendations where PSAM believes it is particularly important to do so (e.g., when an ISS vote recommendation is at odds with a client's specific investment strategy). In situations where PSAM decides to exercise its right to override ISS vote recommendations or where ISS does not or cannot issue a vote recommendation, PSAM will follow its conflicts of interest procedures and conduct a review to ensure that there is no material conflict of interest in PSAM exercising the proxy vote or that if a material conflict of interest exists, appropriate remedial measures are taken, including but not limited to, abstaining from overriding the ISS vote recommendation or abstaining from voting where ISS does not or cannot issue a vote recommendation. For some clients who may have particular circumstances or regulatory requirements applicable to them, PSAM may vote proxies for such clients in light of those particular circumstances or requirements (including without limitation, taking into account rules, regulations and guidance pertaining to UCITS, such as those pertaining to the acquisition of voting shares which would enable an investment company to exercise significant influence over the management of an issuing body), and the proxy voting for such clients may differ from the proxy voting directed for other clients with differing circumstances. PSAM will evaluate any current or proposed proxy advisory firms utilized and periodically update such diligence. Records of proxy materials and proxy votes are maintained in PSAM's offices and by ISS. Clients may request to review PSAM's proxy voting policies and procedures in its entirety by contacting info@psam.com. A client may request a copy of its proxy voting history by emailing info@psam.com.

Financial Information PSAM 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.