Palestra Capital Management LLC

Palestra, a Delaware limited liability company, was founded in September 2011 by Jeremy Schiffman and Andrew Immerman. Mr. Schiffman and Mr. Immerman are equal owners of Palestra and serve as the Company’s portfolio managers. Mr. Schiffman and Mr. Immerman’s ownership of Palestra is held through Palestra Management LP, a Delaware limited partnership. Palestra provides investment advisory services on a discretionary basis to its clients, which currently consist of the following pooled investment vehicles (referred to herein as the “private funds”) intended for high-net-worth, financially sophisticated individual investors and institutional investors: -

Palestra Capital Master Fund, L.P. (the “Hedge Fund”), including its affiliated onshore and offshore feeder funds, which has an investment mandate to generate superior long-term risk-adjusted returns over a market cycle primarily through long and short investments in equity securities of U.S. and non-U.S. issuers; and

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PCM Long Master Fund, L.P. (the “Long Fund”), including its affiliated onshore and offshore feeder funds, which has a long-only investment mandate and generally trades with significant overlap with the long positions of the Hedge Fund.

References in this document to Palestra’s “accounts” refer specifically the trading accounts of the Hedge Fund and the Long Fund. All information about Palestra and the private funds contained in the Brochure is qualified in its entirety by the information in the private funds’ confidential offering and/or private placement memoranda, individual limited partnership agreements and other governing documents applicable to each private fund (the “Offering Documents”). Palestra is permitted to establish additional client or proprietary accounts, including special purpose vehicles, co-investment funds, separately managed accounts and similar investment vehicles, in the future that follow similar or different strategies to its current accounts. Palestra manages the private funds using fundamental, research-intensive analytic processes. The Company primarily makes long and short investments in equities and will also selectively invest in credit and derivative opportunities. Investments are tailored to reflect the stated investment objectives and restrictions of the private funds, but will generally not be tailored to reflect the needs or restrictions of individual investors. The investment strategies that Palestra employs in managing the private funds are discussed in more detail in Item 8 “Methods of Analysis, Investment Strategies and Risk of Loss” herein. Due to the use of leverage and short selling, the Company’s “regulatory assets under management,” as defined by the SEC, generally exceeds the private funds’ net capital. As of December 31, 2025, Palestra’s regulatory assets under management were $5,441,912,932, all of which are managed on a discretionary basis.

Palestra charges each private fund an investment management fee that varies depending on the applicable share class, as described in each private fund’s Offering Documents. Management fees are payable in advance and generally range from 0% to 2% per annum based on the value of the private fund’s assets as of the first day of each month or quarter, as applicable. Management fees charged quarterly are pro-rated for any period less than a full quarter. An affiliate of Palestra is also entitled to receive annual performance-based compensation that varies depending on the applicable share class, as described in each private fund’s Offering Documents. Performance-based compensation generally ranges from 0% to 30% and is based on capital appreciation of the private fund’s assets or outperformance of a benchmark, subject to a “high water mark” or an “underperformance carryforward”, as applicable. A third-party fund administrator calculates the management fee and performance-based compensation for Palestra’s review. Once confirmed, Palestra and its affiliates debit fees and performance-based compensation directly from the applicable private funds; investors in the private funds are not invoiced separately for fees. Investors in private funds are subject to management fees and performance-based compensation indirectly through their investment in a particular private fund. Palestra and its affiliates are permitted to waive or modify the management fees and performancebased compensation for certain investors in the private funds, including members, employees or affiliates of Palestra, relatives of such persons, and certain large or strategic investors, and have done so. For more detailed information and a complete description of management fees and performance-based compensation paid to Palestra and its affiliates refer to the relevant private fund’s Offering Documents. In addition to management fees and performance-based compensation, investors indirectly bear costs and expenses associated with the private funds’ operations, which are more fully described in the private funds’ Offering Documents. These costs and expenses vary by private fund, but may include, without limitation, the following categories: all investment-related costs and expenses (i.e., expenses that, in the Palestra’s sole discretion, are related to the investment of assets, whether or not such investments are consummated), including commissions and charges, interest on margin accounts and other indebtedness, expenses relating to short sales, clearing and settlement charges, option premiums and custodial and service fees, research-related expenses (including researchrelated travel expenses) and expenses relating to consultants, attorneys, brokers or other professionals or advisors who provide research, advice or due diligence services with regard to investments; fees and expenses related to portfolio exposure and performance management systems, risk management services and software related to trade reconciliation, treasury, margin, financial and counterparty management, risk monitoring, performance reporting, valuation quotation services (e.g., Bloomberg terminals, historical and live financial data and other similar services and data feeds) and trade order management systems (including systems that facilitate trade compliance, commission management, stock locates and transaction cost analysis, and third party service providers used for implementation, custom reporting, updates, consultations, support, maintenance, monitoring and data extracts); legal, accounting, tax preparation and other tax5

related expenses (including preparation and mailing costs of financial statements, tax returns and other reports), auditing, consulting and other professional expenses (including fees of third party compliance providers); third-party administration costs, fees and expenses (including any costs, fees and expenses related to investor communications, relations, reporting or other investor materials, performance information, data extraction and other types of reporting and any audit or accounting services provided by a third-party administrator); compliance and reporting expenses (including fees and expenses of providing quarterly statements that comply with the Investment Advisers Act of 1940 (the “Advisers Act”) and other applicable law and regulation), as well as expenses attributable to regulatory filings that are made with respect to the Partnership or its assets (including, without limitation, filings required to be made pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Form PF, Annex IV, Form D, Bureau of Economic Affairs and Treasury International Capital filings, the Foreign Account Tax Compliance Act, anti-money laundering compliance), state security filings, general regulatory compliance and non-U.S. position reporting filings, if applicable, and any other non-U.S. filings); insurance costs (director’s and officer’s insurance, errors and omissions insurance, fidelity insurance and other similar policies); any taxes (including, without limitation, any withholding taxes, transfer taxes, stamp duties and other governmental or self-regulatory agency-related charges or duties); all costs and expenses incurred in attempting to protect and enhance the value of an investment (including any fees and expenses associated with any pending or threatened litigation, audit, investigation, administrative or other proceeding, as well as any settlement costs); fees and expenses related to any activist-related activities; fees and expenses of any board of directors or review committee; any fees and expenses related to liquidation, if applicable; fees paid to proxy and securities class action advisory firms; expenses relating to the offer and sale of interests and withdrawals and transfers thereof; expenses of any master fund (which may include expenses of feeder funds and other investment vehicles that invest in the master fund); other reasonable expenses related to the purchase, sale, preservation or transmittal of assets; and any extraordinary expenses (e.g., indemnification expenses). Brokerage fees and expenses paid by the private funds are discussed in more detail in Item 12 “Brokerage Practices” below. The private funds are permitted to invest in other pooled investment vehicles, in which case the private funds will be indirectly responsible for their pro-rata share of the expenses of those pools. Common expenses frequently will be incurred on behalf of more than one private fund. Palestra seeks to allocate those common expenses among the private funds in a manner that is fair and reasonable over time. However, the allocation of expenses among its private funds represents a potential conflict of interest for Palestra. To address such potential conflicts, Palestra has adopted an expense allocation policy. Expenses incurred directly by a private fund or exclusively for its benefit will be borne solely by such private fund. Palestra allocates expenses incurred jointly for more than one private fund using a variety of methods, including methods based on assets under management, relative use of a product or service, the nature or source of a product or service, the relative benefits derived by a private fund from a product or service, or other relevant factors. Expense allocation determinations involve assumptions, estimates and projections and depend on the subjective judgment of Palestra in assessing actual or potential benefits received by each of the private funds. The portion of a common expense that Palestra allocates to a private fund for a particular product or service may not reflect the relative benefit derived by the private fund from

that product or service in any particular instance. While Palestra will allocate expenses in good faith in accordance with its expense allocation policies and procedures, there can be no assurance that any expense will be allocated in a particular manner and there may be alternative allocations of expenses that may also be reasonable. Complete information regarding private fund expenses are provided in the relevant Offering Documents. Investors should review the Offering Documents of the private fund in which they are invested to fully understand the types of fees and expenses paid for by the relevant private fund.

Methods of Analysis We generate investment ideas by evaluating our investment universe and searching for opportunities where our fundamental-based investment approach and industry expertise enable us to develop a differentiated view relative to the market. We identify these opportunities through bottom-up work on companies, industry-specific thematic work, special situations and screening. We conduct rigorous, fundamental analysis of a potential investment, its products and services and the industry in which it operates. We execute a repeatable process characterized by a number of tasks including the following: a review of relevant public documents including company filings, Wall Street and independent third-party research, and trade publications, an analysis of historical financial results, discussions with company management and competitors, customers and suppliers, and consultations with industry experts, legal and accounting firms, and other proprietary contacts that our investment team has cultivated. We will evaluate the intrinsic value of a potential investment through multiple lenses, including traditional metrics such as discounted cash flow and comparable company analysis and nontraditional metrics such as strategic value, break-up scenarios and restructuring potential. We will typically analyze several scenarios in our assessment of risk and reward including both micro factors relating to the company and macro factors relating to the broader economy. We utilize our evaluation of risk, reward, and conviction in order to determine the appropriate size of any given long or short investment. Investment Strategies Palestra seeks to own securities that we believe trade at a significant discount to intrinsic value and to sell short securities we believe trade at a premium to intrinsic value. The Company focuses where we believe our fundamental-based approach to industry and company-specific research provide us with a differentiated view relative to the market. Lastly, we seek to evaluate the timeliness and path to value of each investment. The investment objective of the Hedge Fund is to generate superior long-term risk-adjusted returns over a market cycle primarily through long and short investments in equity securities of U.S. and non-U.S. issuers. The Long Fund generally replicates the long equity positions in the portfolio of the Hedge Fund, with certain exceptions. Long Investments. Typical long investments include the following: •

Contrarian and Deep-Value Opportunities: These situations are characterized by securities trading at deep discounts to intrinsic value predicated on fear or pessimism, often occurring after a period of underperformance.

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Companies with Underappreciated Quality or Growth: These companies trade at reasonable multiples relative to the broader market, but are undergoing a positive shift that has yet to be fully appreciated. Examples include companies

experiencing improving unit economics or increasing returns to scale which have yet to be recognized by the market. •

Companies Nearing Inflection Points: These opportunities are characterized by inflection points in growth or profitability which can result from the change in a variety of factors including end-market supply and demand dynamics, product cycles or pricing power.

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Special Situations: Examples include takeover situations, restructurings, spinoffs, and “hidden assets” such as land, reserves or other non-EBITDA-producing assets that are not being appropriately valued by the market.

Short Investments. Palestra views short investing as an integral part of our investment strategy. Short investments are intended to be profit contributors in addition to helping protect capital in the event of a significant decline in market indices. In general, each short position must stand on its own, although we will use a short position as a hedge if we deem it appropriate. We utilize the same investment framework for short investments as we do for long investments, but given the higher loss potential of a short investment, we generally seek to be more tactical and give careful consideration to the risk of loss. The characteristics of typical short investments are generally the opposite of the long investments described previously. Examples include the following: •

Companies Facing Increasing Competition: These short investments are characterized by increasing competition relative to history, which can be driven by current competitors, new entrants, or from substitute products or services. In our experience, when competition increases in a company’s market, it often results in negative earnings surprises and multiple compression for an extended period of time.

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Companies Transitioning from “Great” to “Good”: Companies with historically high growth rates or margins are often rewarded with high earnings multiples despite, in certain instances, lower growth prospects going forward. In other words, the multiple assigned to these companies may be backward looking, not forward looking. Examples include companies experiencing an end to “low-hanging” market share gains or companies historically viewed as “growth stocks” reaching a downward inflection point in their growth trajectory.

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Companies with Unsustainable Business Models: These investments can be broken into two buckets. First, younger companies who, despite often robust revenue growth, have business models that are unlikely to create enduring shareholder profits and economic value. Second, companies who have taken advantage of temporary opportunities in the marketplace to earn high returns, but cannot defend these returns over time due to various factors including low barriers to entry or poor competitive positioning.

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Other common characteristics of short investments include poor management (characterized often by poor capital allocation decisions), declining returns on invested

capital, aggressive or fraudulent accounting, and cyclical growth that is perceived by the market to be secular. Material Risks An investment in the private funds is speculative and is not intended as a complete investment program. It is designed only for experienced and sophisticated persons who are able to bear the risk of the substantial impairment or loss of their entire investment in the private funds. The following information is intended to present a summary of the material risks associated with an investment in the private funds. Any prospective investor in the private funds should carefully review the risk factors described in the private funds’ Offering Documents. Nature of Investments Palestra has broad discretion in making investments for the private funds. Investments will generally consist of equity securities, equity-related instruments, credit instruments and other assets that can be affected by business, financial market or legal uncertainties. There can be no assurance that the Company will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the private funds’ activities and the value of their investments. In addition, the value of the private funds’ portfolios may fluctuate as the general level of interest rates fluctuates. No guarantee or representation is made that the private funds’ investment objectives will be achieved. Equity-Related Instruments in General Palestra typically uses equity-related instruments in its investment program. Certain options and other equity-related instruments are subject to various types of risks, including market risk, liquidity risk, counterparty credit risk, legal risk and operations risk. In addition, equity-related instruments can involve significant economic leverage and, in some cases, involve significant risks of loss. Fundamental Analysis Trading decisions made by Palestra on behalf of the private funds are generally based on fundamental analysis. Data on which fundamental analysis relies may be inaccurate or may be generally available to other market participants. To the extent that any such data is inaccurate or that other market participants have developed, based on such data, trading strategies similar to the private funds’ trading strategies, the private funds may not be able to realize their investment goals. In addition, fundamental market information is subject to interpretation. To the extent that Palestra misinterprets the meaning of certain data, the applicable private fund may incur losses. Use of Leverage The private funds utilize leverage, although the degree and frequency of use typically varies between the accounts. The use of leverage results in the private funds holding substantially more assets than they have equity. Leverage increases the private funds’ returns if the private funds earn greater returns on investments purchased with borrowed funds than the private funds’ cost of borrowing such funds. However, the use of leverage exposes the private funds to additional levels of risk, including (i) greater losses from investments than would otherwise have been the case had

the private funds not borrowed to make the investments, (ii) margin calls or interim margin requirements which may force premature liquidations of investment positions and (iii) losses on investments where the investment fails to earn a return that equals or exceeds the private funds’ cost of borrowing such funds. In the event of a sudden, precipitous drop in value of the private funds’ assets, the private funds might not be able to liquidate assets quickly enough to repay their borrowings, further magnifying losses. In an unsettled credit environment, the Company may find it difficult or impossible to obtain leverage for the private funds. In such event, the private funds could find it difficult to implement their strategy. In addition, any leverage obtained, if terminated on short notice by the lender, could result in Palestra being forced to unwind positions quickly and at prices below what the Company deems to be fair value for such positions. High Growth Industry Related Risks The private funds invest from time to time in the securities of high growth companies. These securities may be very volatile. In addition, these companies may face undeveloped or limited markets, have limited products, have no proven profit-making history, may operate at a loss or with substantial variations in operating results from period to period, have limited access to capital and/or be in the developmental stages of their businesses, have limited ability to protect their rights to certain patents, copyrights, trademarks and other trade secrets, or be otherwise adversely affected by the extremely competitive markets in which many of their competitors operate. Small to Medium Capitalization Companies The private funds from time to time invest a portion of their assets in the stocks of companies with small-to medium-sized market capitalizations. While the Company believes these investments often provide significant potential for appreciation, those stocks, particularly smallercapitalization stocks, involve higher risks in some respects than do investments in stocks of largecapitalization companies. For example, prices of such stocks are often more volatile than prices of large-capitalization stocks. In addition, due to thin trading in some such stocks, an investment in these stocks may be more illiquid than that of large-capitalization stocks. Non-U.S. Securities The private funds invest in non-U.S. securities. Investing in securities of non-U.S. governments and companies that are generally denominated in non-U.S. currencies and utilization of options on non-U.S. securities involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of the United States government or United States companies. These considerations include changes in exchange rates and exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, foreign government restrictions, less government supervision of exchanges, brokers and issuers, greater risks associated with counterparties and settlement, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Special Situations The private funds invest in companies involved in (or the target of) acquisition attempts or tender offers or in companies involved in or undergoing work-outs, liquidations, spin-offs, reorganizations, bankruptcies or other catalytic changes or similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated

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The private funds are pooled private investment funds that are offered to high-net-worth, financially sophisticated individual investors and institutional investors. Interests in the private funds are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and such private funds are not registered under the Investment Company Act of 1940, as amended. Accordingly, interests in the private funds are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements either in private transactions within the United States or in offshore transactions. Per the private funds’ Offering Documents, investments in the private funds are subject to a $2 million minimum for initial investments only. The Company and its affiliates have the authority to waive the minimum investment threshold at their discretion, and have done so for certain investors.

Because Palestra (or an affiliate) has the opportunity to collect performance-based compensation from the private funds, the Company may have an incentive to recommend investments that are more speculative than would otherwise be prudent in an effort to generate outsized gains. Palestra seeks to mitigate this conflict of interest by providing investors with periodic risk reports and/or letters discussing the respective private fund’s investment activities. Further, Palestra provides investors with disclosure as to how performance-based compensation is charged with respect to a particular private fund and the risks associated with such performance-based compensation prior to making an investment. Since Palestra manages multiple accounts, a potential conflict of interest exists for one account to be favored over another account. This includes conflicts of interest related to management of accounts with differing fee arrangements, which could lead to the favorable treatment of accounts paying higher fees at the expense of accounts paying lower fees. In addition, the Company’s investment personnel may, and currently do, invest in the private funds, which could lead to more favorable treatment of accounts in which such personnel have more significant investments in their respective personal capacities. Palestra has adopted and implemented written policies and procedures intended to address conflicts of interest that may arise relating to the management of multiple accounts. For a variety of reasons, investment opportunities and specific trades may not be allocated to an account or may be allocated differently among accounts (e.g., not on a pro rata basis). Specifically, while the Long Fund portfolio generally mirrors the long positions held by the Hedge Fund, their respective long portfolios will at times trade differently from each other because of, among other things, trading restrictions, capital activity, tax strategy, and/or regulatory consequences. Palestra has adopted a written policy pursuant to which it seeks to allocate investment opportunities and specific trades among accounts in a fair and equitable manner, bearing in mind, among other things, the size, investment objectives, risk tolerance, return targets, diversification considerations, permissible and preferred asset classes, and liquidity needs of each account. Final allocation decisions are under the purview of the Company.

The Hedge Fund previously received a seed investment from a strategic investor that is a financial services firm unaffiliated with Palestra. The strategic investor’s investment in the Hedge Fund should not be construed as a recommendation to other prospective investors. The strategic investor is not involved in the management or performance of the private funds or Palestra. In addition, certain other firms or individuals with which Palestra or the private funds conduct business are invested in the private funds. Palestra is faced with a conflict of interest in recommending the retention or renewal of services from any such third-party service provider, as Palestra has an incentive to maintain its relationship with the service-provider-related investor. Palestra does not select third party service providers or allocate brokerage transactions based on such relationships. Palestra selects and renews third-party service providers consistent with its due diligence procedures and allocates brokerage transactions pursuant to its fiduciary duty and policies regarding best execution. Neither Palestra nor any of its affiliates is registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither Palestra nor any of its affiliates is registered, nor does either have an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities.

Palestra has adopted a written Code of Ethics (the “Code”) that is applicable to all employees. Among other things, the Code requires Palestra and its employees to act in clients’ best interests, put client interests ahead of their own interests and comply with all applicable regulations. Employees are provided with a copy of the Code and are required to acknowledge receipt of the Code upon hire and on at least an annual basis thereafter. Investors and prospective investors may obtain a copy of the Code by contacting the Chief Compliance Officer by email at legal@palestracap.com or by telephone 212-291-7480. The Code contains policies and procedures designed to minimize any actual or potential conflicts of interest. Specifically, the Code outlines a policy requiring pre-clearance by the Chief Compliance Officer of any personal trade other than with respect to certain pre-approved securities. Palestra’s restrictions on personal trading apply to employees, as well as employees’ family members living in the same household. It is possible that an employee and a private fund could transact in the same security at or around the same time; however, the Code prohibits personal trading that would give even the appearance of impropriety, which is to be determined by the Chief Compliance Officer through the pre-clearance requirement. Palestra generally does not permit employees to execute personal securities transactions in publicly traded single-name equity securities, subject to exception. Examples of exceptions may include, but are not limited to, employees with holdings in private issuers that may subsequently conduct public offerings of their securities or employees liquidating legacy positions during their employment. Employee transactions are required to be reported on a quarterly basis for review by the Chief Compliance Officer. The Company has in the past and, may in the future, establish private funds that are comprised primarily of internal capital (including the Managing Members and other employees) in order to evaluate a possible investment strategy. The strategy employed for such private funds may be similar or different to the investment strategies that the Company employs for other clients. Such activities may give rise to conflicts of interest, including the potential incentive for Palestra and its investment personnel to favor such internally funded private funds over other client accounts, including without limitation, with respect to allocation of investments, time and attention.

Palestra has discretionary authority on behalf of the private funds to determine what securities are bought or sold, the amount and price of those securities, any commissions or markups or markdowns paid, and the broker-dealer(s) that will affect those transactions. Palestra has engaged certain financial institutions to serve as prime brokers (the “Prime Brokers”) to the private funds. The Prime Brokers may provide other services that are beneficial to Palestra, but not necessarily beneficial to the private funds, including, without limitation, capital introduction programs, and other services or items. The Prime Brokers will also serve certain administrative functions including the issuance of broker account statements. In addition to the Prime Brokers, Palestra is authorized to determine the broker or dealer to be used for each securities transaction. While Palestra need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread, trades will be placed for execution with broker-dealers on the basis of seeking best execution. The Company’s Best Execution Committee meets at least twice per year to evaluate the execution quality that the Company has received. In evaluating execution quality, the Company considers a variety of qualitative and quantitative factors including, among other things, price and transaction costs, speed, availability of trading algorithms, access to IPOs, expertise in trading certain types of securities, responsiveness, backoffice controls, and the provision of research. Although cost is an important factor in Palestra’s selection of trading counterparties, the Company is not prohibited from trading with broker-dealers that charge more than the lowest available commissions and does so from time to time. Palestra does not consider the referral of investors when evaluating execution quality or setting long-term commission targets. Palestra receives products and services other than execution from the broker-dealers with which it trades. This is known as a “soft dollar” relationship. Palestra will limit the use of “soft dollars” to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e) of the Exchange Act (“Section 28(e)”). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; corporate access (including, without limitation, meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between Palestra and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. In the last fiscal year,

Palestra used soft dollars to pay for research and brokerage services in most of the foregoing categories within Section 28(e). Palestra manages multiple private funds and as a result, a private fund will “pay up” for certain products and services that are not exclusively for the benefit of that private fund and instead will also benefit another account. Palestra is not required to allocate soft dollar benefits to the private funds proportionately to the soft dollar credits generated. In some instances, the Company obtains a product or service that is used, in part, by the Company for Section 28(e) eligible purposes and, in part, for other purposes. In such instances, the Company will make a good faith effort to determine the relative proportion of the product or service used to assist the Company in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). Such determination will be made based on the actual use of the product or service by the Company’s personnel. The proportion of the product or service attributable to assisting the Company in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by client transactions. The determination of the appropriate allocation of “mixed use” products and services creates a potential conflict of interest between the Company and clients. Palestra’s receipt of soft dollar benefits presents a conflict of interest because trading activity by the private funds is used to pay for research produced by a third parties that the Company could pay for using hard dollars or potentially generate internally. Palestra could also have an incentive to trade through broker-dealers that offer soft dollar credits, even though other broker-dealers might offer superior or lower-cost execution. The Company’s selection of trading counterparties and use of soft dollars is reviewed in connection with periodic best execution reviews. In many instances, Palestra purchases or sells the same security for its accounts contemporaneously and uses the same executing broker. Palestra will, where possible, aggregate orders for the purchase or sale of the same security submitted contemporaneously for execution using the same executing broker. When an aggregated order is filled (completely or partially), Palestra allocates the securities purchased or proceeds of sale pro rata among the participating accounts, based on the purchase or sale order. Adjustments or changes may be made under certain circumstances. If the order at a particular broker is filled at several different prices, through multiple trades, generally all such participating accounts will receive the average price and pay the average commission, subject to odd lots, rounding and market practice. To the extent an aggregated order is allocated to the accounts at an average price, a private fund participating in the trade may pay a higher price than if Palestra did not aggregate the order. In general, Palestra allocates opportunities among the accounts on a pro rata basis. However, for a variety of reasons, including for purposes of rebalancing, investment restrictions, differences in investment objectives and/or investment strategies, tax issues, regulatory consequences, odd lots, availability of clearing, credit and financing, and other considerations, Palestra will allocate trades solely to one account and/or allocate trades to all accounts on an other than pro rata basis. Palestra will seek to act in a fair and equitable manner in allocating investment and trading opportunities among accounts, but recognizes its allocation decisions may be subject to conflicts of interest. In order to mitigate such potential conflicts of interest, Palestra will regularly monitor allocations amongst accounts to ensure that investments made are appropriate and in accordance with its investment allocation policies and procedures.

If Palestra makes an error while placing a trade, the Company will promptly determine an appropriate resolution. Any gains or losses associated with trading errors will be borne by the private funds, except that losses associated with errors due to gross negligence or willful misconduct will be borne by Palestra. The Company is subject to a conflict of interest in determining whether an error was due to gross negligence or willful misconduct. The Company will maintain a record of all trade errors and the action taken to correct them.

Palestra has entered into arrangements to compensate third parties who provide client or investor referrals to the Hedge Fund and ongoing investor servicing a percentage of the compensation that Palestra otherwise would receive from such client or investor. Any payment made pursuant to these arrangements creates an incentive for the third parties to recommend Palestra, resulting in a material conflict of interest. Palestra addresses the conflict of interest by ensuring that the relevant client or investor receives appropriate disclosure of that arrangement. With respect to the selection criteria for Prime Brokers identified above in Item 12, Palestra has access to certain services that may influence Palestra’s decision to engage certain of its Prime Brokers. Specifically, the Prime Brokers provide Palestra with access to their respective capital introduction services and refer investors to the private funds. While this presents a conflict of interest and may be considered indirect payment for referrals, Palestra’s decision to engage its prime brokers, as noted above in Item 12, will be based on a wide range of selection criteria and not focus on access to capital introduction services.

On January 26, 2017, Palestra voluntarily agreed, without admitting or denying any allegations, to a settlement with the SEC relating to Rule 105 of Regulation M under the Exchange Act (“Rule 105”). Rule 105 generally prohibits purchasing an equity security in a public offering if the purchaser sold short the same security during the Rule 105 restricted period (generally five business days before the pricing of the offering). Rule 105 applies irrespective of any intent to violate the rule. The SEC order notes that in determining to accept Palestra’s settlement order the SEC considered “remedial acts promptly undertaken” by Palestra. Palestra cooperated with the SEC at all times during its investigation and has implemented further policies and procedures to protect against future inadvertent Rule 105 violations, as well as an internal training program to educate its employees further on its nuances. Pursuant to the settlement Palestra was ordered to cease and desist from committing or causing any future violations of Rule 105, and agreed to pay a total of $180,968 in disgorgement, prejudgment interest, and penalties. This payment has been borne in full by Palestra’s management company.

Palestra’s Managing Members serve as the Company’s co-Chief Investment Officers (“CoCIOs”). The Co-CIOs monitor the private funds’ positions on an ongoing basis. Geographic, political, macro-economic, and/or issuer-specific events may prompt particular scrutiny, but even in the absence of material events the Co-CIOs are actively involved in the monitoring of the private funds’ investments on a daily basis. Palestra’s Managing Members have ultimate portfolio management and trading authority for the Company, which they may delegate. In certain limited circumstances, and within strict parameters, the Managing Members have given other members of the investment team the discretion to increase or decrease risk of an existing position with the prior authorization of a Managing Member. In addition, with respect to a limited amount of capital and subject to prescribed risk limits and compliance rules, the Managing Members have authorized certain members of the investment team to initiate risk. Ultimate responsibility for overall portfolio construction and risk management rests with the Managing Members. Palestra will provide reports in accordance with each private fund’s Offering Documents. Palestra currently provides investors in the private funds with periodic performance estimates and unaudited investor statements. The Company also currently provides current and prospective investors in the private funds with monthly statistical reports and periodic letters. The letters generally include qualitative discussions of portfolio positioning, outlook and performance.

The Company and certain affiliated entities have custody of client assets through the private funds. Each of the Company and its affiliates intends to comply with Rule 206(4)-2 of the Advisers Act by meeting the conditions of the pooled vehicle annual audit provision. In accordance with Rule 206(4)-2, all of the private funds’ assets are held by qualified custodians, and audited financial statements prepared by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, in accordance with generally accepted accounting principles are distributed to all investors in the private funds on an annual basis within 120 days following the fiscal year end.

Palestra has investment discretion over the private funds’ assets. The private funds grant the Company discretionary authority through investment management agreements.

In accordance with its fiduciary duty to clients and Rule 206(4)-6 of the Advisers Act, Palestra has adopted and implemented written policies and procedures governing the voting of client securities. All proxies that Palestra receives will be treated in accordance with these policies and procedures. Typically, the Chief Compliance Officer will vote in accordance with instructions provided by the Managing Member and research analyst who are most familiar with the position. For a routine proxy that does not pose an apparent conflict of interest, the Chief Compliance Officer may elect to cast a vote that is believed to be in the best interests of the private funds. Palestra anticipates that the Chief Compliance Officer will generally vote in accordance with management recommendations for such routine proxies. If a proxy appears to pose a conflict of interest, the Chief Compliance Officer will convene a meeting with both Managing Members. The Chief Compliance Officer will describe the proxy vote under consideration and identify the perceived conflict of interest. The Chief Compliance Officer and Managing Members will review any documentation associated with the proxy vote and seek to determine how to vote in the private funds’ best interests. If the Chief Compliance Officer and Managing Members reach a unanimous voting decision then the Chief Compliance Officer will vote the proxy accordingly. If the Chief Compliance Officer and Managing Members do not reach a unanimous conclusion, they will consult with a professional proxy voting service or with outside legal counsel. The voting recommendation from the voting service or outside legal counsel will be binding on Palestra. Palestra will not neglect its proxy voting responsibilities, but the Company may abstain from voting if it deems that abstaining is in the private funds’ best interests or if, based on factors such as expense or difficulty of exercise, it determines that the private funds’ interests are better served by not voting (e.g., voting the proxies of foreign companies may involve a number of logistical problems that may prevent or interfere with the Company’s ability to vote such proxies). The Company may determine not to vote proxies relating to securities in which the private funds’ have no position as of the receipt of the proxy (for example, when Palestra has sold, or has otherwise closed, a position after the proxy record date but before the proxy receipt date). Clients may obtain a copy of the Company’s proxy voting policies and procedures and information about how the Company voted a Client’s proxies by contacting the Chief Compliance Officer at 212-291-7480 or legal@palestracap.com.

Palestra has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage the private funds.