Paloma Partners Management Co

PPMC was formed by S. Donald Sussman in 1989 and is wholly owned by Mr. Sussman. Paloma Partners Advisors LP (“Paloma Advisors”), is a relying adviser with respect to PPMC’s investment adviser registration. Mr. Sussman owns and controls Paloma Advisors; additional information about Paloma Advisors is provided in Schedule R of PPMC’s Form ADV Part 1A. PPMC and Paloma Advisors are collectively referred to herein as Paloma Management. Paloma Management provides discretionary investment advisory services to the Paloma Fund, and its advice is given in accordance with the investment objectives and guidelines as set forth in each feeder fund’s private offering memoranda and other organizational and governing documents, as described and defined below. Investors in the Paloma Fund cannot obtain services tailored to their specific needs. Paloma Management does not participate in wrap fee programs. As of December 31, 2025, Paloma Management advised $1,125,040,821 in net asset value on a discretionary basis. Neither PPMC nor Paloma Advisors manage assets on a non-discretionary basis.

THE PALOMA FUND

The “Paloma Fund” or the “Fund” is a multi-strategy hedge fund with a master–feeder structure including three feeder funds, Paloma Partners L.L.C. (a Delaware entity), Paloma International Limited (a Cayman Islands entity) and Paloma Offshore Limited (a Cayman Islands entity), which invest their investable assets in either the master fund or one or more Cayman Islands exempted limited partnership, as described below. The Paloma Fund seeks to achieve attractive long-term riskadjusted returns through dynamic capital allocation among a changing set of investment strategies and Portfolio Managers (defined below). The investment program of the Paloma Fund is exclusively carried out through the master fund, Paloma International L.P., and other entities through which the master fund makes investments or enters into transactions (collectively, the “Master Fund”) and potentially SPV Master Funds (as defined herein). The feeder funds may invest in the Master Fund or one or more Cayman Islands exempted limited partnership (each, an “SPV Master Fund”) directly or indirectly through an intermediate vehicle. There are no diversification requirements or material limitations on the strategies, investments, instruments, leverage, markets or countries in which the Paloma Fund may invest. Paloma Management has ultimate discretion and control over the Paloma Fund and its investments. Investment advice is provided to the Paloma Fund pursuant to the terms of each feeder fund’s confidential private offering memorandum and other organizational and governing documents (collectively, “Fund Documentation”). Paloma Management’s responsibilities to the Paloma Fund

include: the selection of Portfolio Managers and strategies, managing the Master Fund’s allocations and exposures across strategies and among Portfolio Managers, providing investment and credit risk management advice, and hedging the Master Fund’s risk as deemed necessary. Portfolio Managers is the collective term used for Trading Teams (defined below), managers of Portfolio Funds (defined below) and managers of other direct investments in public or private companies. Trading Teams are investment teams that pursue investment strategies in the Master Fund. Trading Teams are either engaged as independent contractors or are employed by PPMC. Independent contractors are responsible for their own operations (e.g., compliance and registration(s), supervision of employees, hiring of personnel and information technology) but are subject to Paloma Management’s portfolio and risk management oversight. Descriptions of Trading Teams and their activities in this Brochure generally apply to all Trading Teams (regardless of whether or not a Trading Team is an independent contractor (“External Trading Team”) or PPMC employee (“Employee Trading Team”), unless otherwise noted. The Paloma Fund also makes direct investments in public or private companies and Portfolio Funds. Portfolio Funds are standalone funds or other investment vehicles into which the Master Fund invests capital. Additional information about the Paloma Fund’s entities is included in Section 7.B of Schedule D in PPMC’s Form ADV Part 1A.

DISCLAIMER No guarantee or representation is made that the Paloma Fund’s investment program, including, without limitation, its investment objectives, diversification, strategies or risk monitoring processes, will be successful. The risk management process includes an effort to monitor and manage risk, but does not imply low risk. There may be risks which are not monitored or controlled and risks that may be greater than forecasted, especially in unusual market conditions. Nothing herein is intended to imply that the Paloma Fund’s investment strategy is “conservative”, “safe”, “risk free”, or “risk averse”. There can be no assurance that the Paloma Fund’s investment objective will be achieved or that its portfolio design and risk monitoring strategies will be successful. Investors may lose all or substantially all of their capital.

PLEASE REVIEW THE RELEVANT FUND DOCUMENTATION, FINANCIALS AND DUE DILIGENCE QUESTIONNAIRE (“DDQ”) FOR A COMPLETE DISCUSSION OF THE FUND’S FEES AND EXPENSES. An investment in the Paloma Fund is subject to substantial fees and expenses. Expenses allocated to the Paloma Fund are material, both on an absolute basis and as a percentage of the Paloma Fund’s assets. For further details, please see below and the Paloma Fund’s most recent DDQ, Fund Documentation and financial statements. The Fund assesses expenses on a “pass through” basis, which means that each feeder fund (and therefore its investors) is not only responsible for its direct fees and expenses and a pro rata share of the Master Fund’s (and any SPV Master Fund’s) expenses, but also for all or substantially all of the expenses incurred by its management entities as described below. Expenses are deducted periodically in advance or in arrears. Currency hedge share classes will also bear expenses related to the execution of the currency hedge. PPMC does not have a fee schedule and does not currently receive asset-based or performance-based compensation. All or substantially all of PPMC’s expenses are passed through to and paid by the Paloma Fund and therefore the investors. PPMC’s expenses include expenses incurred by PPMC on behalf of the Paloma Fund, for the benefit of the Paloma Fund or for the benefit of Paloma Management. PPMC’s expenses are treated as Paloma Fund expenses regardless of whether or not they are directly related to the Paloma Fund’s investment activities. Additional information about PPMC’s expenses is provided below and in the Paloma Fund’s most recent DDQ, Fund Documentation and financial statements. Generally, Paloma Advisors receives either a Management Fee payable monthly in arrears of 1/12 of 1.5% with respect to the capital account or net asset value of shares owned by investors in the Paloma Fund’s A, B and E classes or an annual Incentive Fee (or Incentive Allocation) of 20% of the net realized and unrealized capital appreciation attributable to each capital account or series of shares owned by investors in the Paloma Fund’s C and D classes. The Paloma Fund’s administrator calculates the amount of the applicable Management Fee or Incentive Fee (or Incentive Allocation). The Management Fee or the Incentive Fee (or Incentive Allocation) for certain investors are (and may in the future be) subject to a waiver, reduction or rebate, or used (in part) to compensate a placement agent (to the extent applicable). Fees and compensation paid or allocated to Paloma Advisors are generally deducted from the assets of the Paloma Fund.

FUND EXPENSES

Each feeder fund will bear its own expenses and its proportionate share of the Master Fund’s expenses. These will include, without limitation, (i) on a direct basis, any fees payable by the feeder fund, organizational expenses of the feeder fund and operating expenses of the feeder fund, and (ii) on an indirect basis, similar fees and expenses incurred at the Master Fund (and any SPV Master Fund) as well as investment-related expenses of the Master Fund (and any SPV Master Fund) (but only to the extent the feeder fund participates in such investment), including, but not limited to: (a) the Management Fee, (b) the Incentive Fee, (c) expenses relating to the research, due diligence and monitoring of actual and prospective trades and investments (whether or not consummated) and the clearance, settlement and consummation of trades and investments, (d) organizational and operating expenses (including, without limitation, third-party professional fees) relating to the creation, establishment, qualification, ongoing maintenance, reorganization, dissolution, winding-up or termination of a feeder fund or any other entity through, or in which, the feeder fund or Master Fund (or any SPV Master Fund) invests, (e) operational expenses (including taxes) and (f) any expenses related to a particular expense item listed above. The following is a more detailed description of these Fund Expenses:

Expenses relating to the research, due diligence and monitoring of actual and prospective trades and investments (whether or not consummated) and the clearance, settlement and consummation of trades and investments, including, without limitation, the following: o investment sourcing fees; o fees and expenses related to research and market data (including, without limitation, information technology hardware, software or other technology used in obtaining or utilizing such research and market data, investment and industry research related expenses including subscription fees and expenses (e.g., Bloomberg and other data and research services), industry news, journals and other publications), which compensation may be performance-based; o expenses related to obtaining, processing and analyzing “big data” or “alternative data”; o costs related to security and custody of digital assets (including third-party wallet providers) and fees and expenses relating to technology hardware, software or other technology to acquire digital assets; o due diligence expenses, including, without limitation, consulting and appraisal fees; o investment and research-related travel expenses; o brokerage, prime brokerage and futures commission merchant fees, commissions and expenses (as explained further in Item 12); o expenses relating to reorganizations, restructurings and workouts; o expenses relating to short sales and securities borrowing;

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clearing and settlement charges, including exchange fees and ticket charges; custodial fees and expenses; bank service fees; interest expenses and fees related to financings or refinancings; expenses relating to investment-related litigation; fees and expenses of proxy research and voting services; management fees and expenses associated with the Master Fund's (or any SPV Master Fund’s) investments in certain securities (e.g. investments in shares issued by Exchange Traded Funds (ETFs), money market funds or mutual funds), as applicable; fees and expenses of third-party professionals, including, without limitation, consultants, investment bankers, attorneys and accountants; expenses relating to due diligence, enhanced reporting and/or compliance in respect of the feeder fund or the Master Fund’s (or any SPV Master Fund’s) environmental, social and governance considerations; expenses related to identifying and recruiting Portfolio Managers (including finders’ fees), as well as management and performance-based compensation payable to Trading Teams and in respect of the Master Fund’s (or any SPV Master Fund’s) investments in Portfolio Funds (see “Trading Team Compensation” below); and other fees or compensation, expenses, advances, draws or start-up expenses that may be negotiated with Portfolio Managers in connection with the Master Fund’s (or any SPV Master Fund’s) investments in Portfolio Funds (including expenses charged on a passthrough basis).

Organizational, professional services fees and operating expenses relating to the creation, establishment, qualification, ongoing maintenance, reorganization, dissolution, winding-up or termination of a feeder fund or any other entity through, or in which, the feeder fund or Master Fund (or any SPV Master Fund) invests.

Operational expenses, including, without limitation, the following: o legal, tax, regulatory (e.g., filing fees), administrative (e.g., administrator fees and expenses), and audit fees and expenses; o costs associated with the preparation and distribution of investor reports and other communications; o expenses incurred in connection with the offering and sale of shares or interests (including regulatory filings, travel and entertainment expenses and fees payable to any placement agent) and other similar expenses related to the Paloma Fund; o taxes;

o expenses incurred in connection with negotiating and complying with the provisions of any side letter; o extraordinary expenses, including, without limitation, indemnification expenses and expenses relating to insurance (including directors’ and officers’ insurance and errors and omissions insurance, and coverage for each member of the advisory committee); o fees and expenses of the feeder fund’s (and Master Fund’s or any SPV Master Fund’s) directors or officers (including AML officers or advisory committee members (if applicable), including all travel, hotel and other expenses incurred in attending board and shareholder meetings; o fees and expenses incurred in connection with any tax audit by any relevant authority, including, without limitation, any related administrative settlement and judicial review; and o fees and expenses incurred in connection with all other inquiries, investigations, audits, subpoenas, enforcement actions and private litigation relating to the feeder fund, Master Fund, an SPV Master Fund or any trading subsidiary (e.g., SEC, DOJ, FCA and stock and futures exchanges) incurred by PPMC and/or any Trading Team. Fund Expenses also include any expenses related to a particular expense item listed above (including periodic fees and charges, taxes, surcharges, penalties, assessments, costs or fees (including late fees), consulting fees, repair, replacement and maintenance costs, delivery charges, costs of physical and electronic security, and warranty expenses.

PASS-THROUGH EXPENSES – GENERAL

In addition to Fund Expenses (described above), a feeder fund (and therefore its investors) will be responsible for its proportionate share of all or substantially all of the expenses of PPMC, including overhead and employee compensation, organizational expenses and operating expenses (all of which are, and are expected to continue to be, considerable). This expense pass through arrangement with PPMC differs from that of most other private fund structures (where the adviser typically receives a management fee in lieu of reimbursement for its overhead and similar expenses). In this instance, Paloma Advisors (or its designees) receives the Management Fee or the Incentive Fee (or Incentive Allocation), as applicable, and PPMC receives a reimbursement of all or substantially all of its operating and other expenses (note that PPMC is not entitled to receive a management fee or any incentive compensation from the Paloma Fund).

This arrangement presents the potential for certain conflicts of interest including:

This expense pass through arrangement may not provide an adequate incentive for PPMC to reduce, manage or limit its expenses (including compensation expenses of employees and third-party consultants or vendors). This could result in investors in the Paloma Fund indirectly paying a greater amount in expenses than would be the case if all or some of its expenses were not passed through to investors but rather had to be covered by a “fixed” fee with respect to the services provided.

Many categories of PPMC Expenses (discussed below), which are borne by the Paloma Fund, are determined by Paloma Management without an “arm’s length” negotiation with any third party, and there is no limitation on the amount of PPMC Expenses that may be charged to the Paloma Fund. PPMC Expenses are not subject to approval by investors, or by independent third parties.

Prospective investors should consider the advantages and disadvantages of this expense pass through arrangement and should assess the potentially significant financial impact of it. PPMC Expenses. All or substantially all PPMC Expenses are passed through to investors. “PPMC Expenses” include, but are not limited to: o employee related expenses, including all direct and indirect base compensation, salaries, bonuses, (including sign-on, launch, deferred compensation (which may be paid in year(s) following the year of grant), make whole, retention, guaranteed and formulaic bonuses of any kind), wages, payroll taxes and processing, unemployment insurance, severance, overtime, benefits (e.g., medical, health insurance, life insurance, disability income insurance, flexible spending/dependent care plan and other benefits), retirement plan (including 401k matching), on-site fitness center (including equipment purchase, repair and maintenance), reimbursement for professional and workplace training and education expenses (including travel and meal expenses), temporary help, placement fees, recruitment expenses (including finders’ and placement agent fees), “buyout” or breakage expenses, relocation expenses, background checks, visa and green card expenses (e.g., including recruitment-related travel, lodging, meals and entertainment costs, retainers and commissions paid to recruiters and legal expenses incurred in connection with the hiring or termination of any personnel), and all other employment compensation payable to Employee Trading Teams (including performance-based compensation) (see “Trading Team Compensation” below); o licensing and industry associations/professional organization membership fees and expenses;

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The following is a summary of the strategies and methods used in formulating advice or managing assets (and their material risks) for the Paloma Fund. Any or all of the strategies described below may be undertaken in developing or emerging markets, or in the securities of companies based in developing or emerging markets. In the execution of these strategies, Paloma Management and/or Portfolio Managers may trade or invest, directly or indirectly, on margin or otherwise, in all forms of securities and other financial instruments, where “securities” and “financial instruments” are given their broadest possible meanings and include any interest of any kind commonly referred to as securities. The Paloma Fund may employ additional strategies, or variations of these strategies without advance notice to investors. Additional strategies and variations of strategies may involve higher levels of risk.

Depending upon the investment strategies employed and market conditions, the Paloma Fund may be adversely affected by unforeseen events involving such matters as changes in interest rates, liquidity (ability to transact), the credit status of an issuer, forced withdrawals of securities, break-up of planned mergers, unexpected changes in relative value, short squeezes, an inability to short stock, changes in tax treatment or market disruptions, among others. All strategies carry a risk of loss. Certain risks are inherent, or more likely to impact a particular strategy or transaction, while other risks are related to the markets in which the Paloma Fund trades or the instruments are traded. Market risk is inherent in all securities investments to varying degrees, and there can be no assurance that the investment objective of the Paloma Fund will be achieved. Certain investment practices may increase the risk profile of the Paloma Fund. The Fund’s activities could result in substantial losses (including the complete loss of capital) under certain circumstances. While Paloma Management currently expects that Portfolio Funds as well as the Paloma Fund will primarily engage in these types of strategies, the Paloma Fund and Portfolio Funds may engage in investment strategies and trade in financial instruments that are not described in this Brochure. These descriptions do not in any way limit the Fund’s or Portfolio Funds’ investment activities. Credit Relative Value Investment Strategies are designed to identify attractive long and short opportunities in corporate, asset backed and mortgage backed securities (including senior and subordinated claims as well as bank debt and other outstanding debt obligations). Portfolio Managers may seek to take advantage of idiosyncratic opportunities on both the long and short sides. Strategies may also have exposure to government, sovereign, equity, convertible or other obligations. Portfolio Managers may employ fundamental credit analyses focused on valuation, asset coverage and quality of collateral. In most (but not all) cases portfolio exposures are concentrated in publicly traded instruments, albeit with varying degrees of liquidity. Algorithmic Strategies use quantitative methods and statistical models which seek to identify mispricings among securities and futures based on various metrics such as deviations from equilibria, momentum, pattern recognition, volume, or flow-driven momentum and factors underlying security price variations. The frequency of trading varies by model, but may be high. These portfolios may have directional exposure but generally seek to generate returns with minimal correlation to directional moves in major markets. Fundamental and Directional Strategies measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition, prospects and management of a company itself) to determine if a company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell).

Commodities Strategies trade commodities, futures, options, or derivatives on agricultural and energy products, metals and minerals, among others, based on technical and fundamental analysis of relevant markets. Investments can also include the equity of companies that produce, process, convert, transport and service commodities. Volatility and Correlation Strategies trade derivatives (typically derivatives in which optionality plays a role) that are linked to the realized or implied volatility of an asset or basket of assets, or to the correlation of one or more assets. Fixed Income Strategies typically include long and short credit positions based on quantitative or qualitative analysis of various fixed income securities to capture inefficiencies in the relative pricing of similar instruments. Instruments traded typically include bonds (including fixed, floating rate and zero coupon bonds), sovereign debt, interest rate swaps, futures contracts, forward contracts, government sponsored agency debt, mortgage backed securities, asset backed securities or related derivatives. These strategies may have significant directional exposure to take advantage of market dislocations. High Yield Strategies trade and invest in credit derivatives, bank debt, senior and subordinated bonds, equity or other securities of unrated or below investment grade issuers based on an assessment of fundamental values. Capital Structure Strategies seek to exploit pricing inefficiencies and informational asymmetries through a diversified portfolio of offsetting long and short positions within companies’ capital structures. Investments can include bank debt, convertible and non-convertible senior and subordinated debt, and preferred and common stock of one or more companies. Convertible Securities Strategies seek to exploit price differentials (spreads) between convertible securities and the underlying security. Instruments traded typically include bonds, preferred and common stock, and derivatives. Long/Short Strategies seek to generate alpha and mitigate correlation to major market directional movements by establishing long and short positions in securities, indices, ETFs or baskets of securities. These strategies can either be market neutral or have some directional exposure. Distressed Strategies generally invest in the securities and other assets of issuers in weak financial condition (perhaps having a negative net worth), experiencing poor operating results, needing substantial capital investment, facing special competitive or product obsolescence problems, or involved in various stages of bankruptcy or reorganization proceedings.

Event Driven, Special Situation and Merger Arbitrage Strategies involve investments in opportunities created by certain current or expected events or special situations and may involve a long or a short view with respect to an issuer depending on the anticipated outcome of particular events or transactions. The strategies trade in the securities of publicly traded companies in announced or prospective mergers, acquisitions, cash tender-offers, exchange offers, corporate recapitalizations or other corporate actions, including the anticipation of such events occurring in the future. These strategies may also trade in sovereign securities. Activist Strategies seek to make investments for the purpose of influencing the management of a company (which may take a cooperative or hostile approach) to realize value through, for example, going private transactions, management changes, divestitures or acquisitions. These strategies typically involve acquiring a substantial ownership stake in an issuer either alone, or in conjunction with others. Investments in Private Equity/Private Placements are medium to long-term investments in private companies that are not publicly traded securities. In addition to purchasing a company’s equity, investments may be in mezzanine debt or other types of financing. Exit transactions from these investments typically involve, but are not limited to, initial public offerings (after which time, the Fund’s interests may be subject to transfer restrictions for periods of time) or private sales of the Paloma Fund’s investment. Investments in Initial Public Offerings Investments in initial public offerings (or shortly thereafter) may involve higher risks than investments issued in secondary public offerings or purchases on a secondary market due to a variety of factors, including the limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the issuer and limited operating history of the issuer. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. These factors may contribute to substantial price volatility for such securities and, thus, for the value of an investment in the Paloma Fund. Investments in “new issues” may subject the Paloma Fund to Rule 105 of Regulation M promulgated under the Exchange Act (“Rule 105”). Absent an exemption and subject to certain limited exceptions, Rule 105 prohibits the Paloma Fund from purchasing securities in any firm commitment, underwritten follow-on or secondary offering of equity (or equity-linked) securities for cash when an account of the Paloma Fund has effected short sales in such securities within a “restricted period” prior to the pricing of the offering. If the Paloma Fund cannot meet an exemption to Rule 105, this will result in restrictions in the Paloma Fund’s trading activity, and may adversely impact the results of the Paloma

Fund. Certain Members may not share or may be limited in their participation in profits and losses attributable to “new issues”. Under applicable FINRA rules, certain persons (including persons associated with a broker-dealer, portfolio managers, executive officers and directors of public companies and certain family members of such persons) may be “restricted” with respect to their participation in new issues. Paloma Management reserves the right to vary its policy with respect to the allocation of profits and losses attributable to new issues as it deems appropriate for the Master Fund (or any SPV Master Fund) as a whole, in light of, among other things, existing interpretations of, and amendments to, the applicable FINRA rules and practical considerations, including administrative burdens and principles of fairness and equity. Investments in Real Assets are typically opportunistic investments in physical, tangible assets which may include: commodities, equipment, natural resources or property. These investments may be longer-term investments. Macro-Economic Strategies seek to profit by capturing market movements across a global universe of investment opportunities, such as equity, currency, commodity and fixed-income markets, based on a broader economic analysis than would be used for the purchase or sale of specific securities. These strategies may be directional and seek to exploit mispricings across markets and geographies. Fund-Level Hedging Strategies seek to limit the exposure of the Paloma Fund to rapid, adverse changes in the market environment and to “tail risks.” However, Paloma Management is not obligated to hedge any specific risk and may elect not to hedge against certain risks or to alter the extent to which the Paloma Fund is hedged from time to time. Foreign Exchange Strategies seek to capitalize on opportunities present in the global currency market by capturing relative valuation of different currencies or benefiting from opportunities arising from foreign exchange volatility. Investments in Developing or Emerging Markets or Asian Markets may utilize any or all of the strategies described herein. Investments in Virtual Currency Spot Transactions and Virtual Currency Derivatives are typically investments in in Bitcoin, Ethereum and similar digital assets and cryptocurrencies (collectively, “Digital Assets”), and futures or options on futures on a Digital Asset.

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Paloma Management provides discretionary portfolio management services to the Paloma Fund. The Paloma Fund and/or shares or interests in the Paloma Fund are not registered under the U.S. Securities Act of 1933, as amended, and the Paloma Fund is excepted from the definition of an “investment company” under Section 3(c)(7) of the Investment Company Act of 1940, as amended. Accordingly, shares or interests in the Paloma Fund are offered exclusively to investors satisfying the applicable eligibility and suitability requirements either in private placement transactions within the United States or in offshore transactions. Investors in the Paloma Fund are also Qualified Eligible Persons as defined in the Commodity Exchange Act. Paloma Management may (but currently does not) provide investment advice to other clients, including other private funds or separately managed accounts. The minimum initial investment in the Paloma Fund is generally $5,000,000 for Classes A, B, C and D and $300,000,000 for Class E, which may be waived at the discretion of Paloma Management for the onshore feeder fund or the Board of Directors for the offshore feeder funds, as applicable.

Paloma Advisors accepts performance-based compensation from every client. As a result, neither Paloma Advisors nor PPMC face certain conflicts of interest that may arise when an investment adviser accepts performance-based fees from some clients, but not from other clients.

CFTC REGISTRATION AND NFA MEMBER STATUS

Both PPMC and Paloma Advisors are registered as commodity pool operators with the U.S. Commodity Futures Trading Commission (“CFTC”) and are members of the National Futures Association (“NFA”). Relevant PPMC employees, as required, are registered and/or may have pending registrations with the NFA as Principals and/or Associated Persons. Mr. Sussman is also registered with the NFA as a Principal and as an Associated Person of both Paloma Advisors and PPMC. Paloma Management’s Chief Compliance Officer is registered with the NFA as a Principal of both PPMC and Paloma Advisors.

AFFILIATED PORTFOLIO MANAGER AND AFFILIATED PORTFOLIO FUNDS

The China Funds are private equity funds that generally invest in private companies operating in or affected by economic activity in China and securities reasonably related to such investments. The China Funds are managed by the China Managers (an affiliated Portfolio Manager). Mr. Sussman effectively owns 50% of the China Managers. Additional information about the China Managers is provided in Section 7.A of Schedule D in PPMC’s ADV Part 1A. The Paloma Fund currently invests, and may in the future invest, in affiliated Portfolio Funds (including the China Funds). Given that the Paloma Fund pays all fees and expenses (including management and performance-based compensation) charged by the China Managers pertaining to investments in the China Funds, Paloma Advisors waives the Management Fee and the Incentive Fee in respect of the Paloma Fund’s investments in the China Funds in order to avoid receiving compensation from both the Paloma Fund and the China Funds on the same capital and the same return (i.e., to avoid collecting double fees). Investment decisions with respect to the Paloma Fund’s investments in Portfolio Funds will be based on such criteria as Paloma Management may determine to be appropriate at the time. It is possible that the Paloma Fund may pay affiliated Portfolio Funds higher fees and expenses than would be the case if an investment were made in a comparable, non-affiliated collective investment fund or vehicle. Paloma Management has no obligation to determine whether an investment in a comparable, non-affiliated collective investment fund or vehicle would subject the Paloma Fund to lower fees and expenses.

SERVICE PROVIDERS AND CONSULTANTS IN WHICH THE PALOMA FUND, PPMC OR ITS AFFILIATES HOLD AN INTEREST

External Trading Teams and/or managers of Portfolio Funds have engaged, and could in the future engage, service providers in which the Paloma Fund, PPMC or PPMC’s affiliates, employees or officers hold an interest, based on such External Trading Teams’ and/or managers of Portfolio Funds’ independent assessment of such service providers, and the Paloma Fund will indirectly bear the fees and expenses associated with the engagement of such service providers. For example, the Paloma Fund has made an investment in a service provider in which an officer of PPMC owns a controlling interest. As a result, the Paloma Fund and such PPMC officer will benefit from revenues earned by such service provider in proportion to their respective investments in the service provider, though the Paloma Fund will still indirectly bear the fees and expenses associated with any services received by the External Trading Teams or Portfolio Funds in connection with management of Paloma Fund assets. Services provided by the service provider include, but are not limited to, middle and back office services for the External Trading Teams and/or managers of Portfolio Funds. Additionally, PPMC has engaged, and could in the future engage, such service providers for projects or other ongoing work to be performed for the Paloma Fund and/or PPMC. Certain employees (including officers) of PPMC that are affiliated with such service providers will earn compensation or other financial benefits resulting from ownership interests in such service providers, through the costs and expenses paid to the service providers. Any relationship among the Paloma Fund, PPMC or PPMC’s affiliates, employees or officers and a service provider could create an incentive for PPMC, an External Trading Team or the manager of a Portfolio Fund to use the service provider even where other service providers may provide comparable or better services for the same or a lower cost. The costs and expenses indirectly borne by the Paloma Fund in relation to the engagement of the service providers may be higher than the costs and expenses that would otherwise be charged by comparable unaffiliated service providers. No management fee or expense offset is applied for the costs and expenses of the service providers. Paloma Management has engaged, and may in the future engage, consultants that are associated with Mr. Sussman and/or other employees of Paloma Management to provide services to Paloma Management and/or the Paloma Fund, and the Paloma Fund will bear the costs and expenses associated with such consultants. The costs and expenses borne by the Paloma Fund in relation to the engagement of such associated consultants may be higher than the costs and expenses that would be charged by comparable consultants. No management fee or expense offset is applied for the costs and expenses of such associated consultants.

OTHER INVESTMENT ACTIVITIES

Paloma Management’s relationship with a Portfolio Manager is not always exclusive. Certain Portfolio Managers also manage the assets of other clients, the Portfolio Manager’s own accounts, accounts of family members and accounts of affiliates. The terms upon which such other parties have invested in a fund or account managed by such Portfolio Manager may differ from the terms on which the Paloma Fund has invested in such fund or account. This poses a conflict of interest for such Portfolio Manager as such Portfolio Manager may be incentivized to direct the best investment ideas to, or to allocate or sequence trades in favor of, clients with economic terms that are more favorable for such Portfolio Manager than those applicable to the Master Fund’s investment. While the terms of the agreements with a Portfolio Manager may contain certain protections for the Master Fund, Paloma Management may not have sufficient transparency to ensure that such is the case. For example, External Trading Teams and managers of Portfolio Funds may give advice and take action in the performance of their duties to one client which may differ from the timing and nature of action taken with respect to the Paloma Fund or Portfolio Fund. These other activities may also affect the prices and availability of the securities and other financial instruments in which the Paloma Fund or Portfolio Fund invests. Paloma Management seeks to mitigate these conflicts of interest with respect to External Trading Teams and Portfolio Funds, through due diligence reviews and, where appropriate, through contractual representations or obligations. Paloma Management may enter into arrangements with certain External Trading Teams whereby an External Trading Team may develop new business initiatives and investment strategies for the Paloma Fund while managing assets for the Paloma Fund and their other clients. Certain tools developed or enhanced as part of such arrangements may be shared across the Paloma Fund and such External Trading Team’s other clients. External Trading Teams have established, and may in the future establish, one or more funds which may or may not also be Portfolio Funds (meaning the Paloma Fund may also make a passive investment in such funds). In certain circumstances, the Paloma Fund may invest in securities or other instruments of the same issuer (or affiliated group of issuers) having a different seniority in the issuer’s capital structure. If the issuer becomes insolvent, restructures or suffers financial distress, there may be a conflict, insofar as the issuer may be unable (or in the case of a restructuring prior to bankruptcy may be expected to be unable) to satisfy the claims of all classes of its creditors and security holders.

BOARD MEMBERSHIPS

Portfolio Managers may serve on the board of directors of other investment vehicles, including at the request of Paloma Management. There may be an apparent conflict of interest between the fiduciary duties of such Portfolio Managers, in their capacity as a director of such other investment vehicle, and their duties as a Portfolio Manager. Portfolio Managers are not required to devote their full time and attention to the business of the Paloma Fund and may serve as directors of other investment vehicles. Accordingly, to the extent that the interests of the Paloma Fund and such other investment vehicles are inconsistent, such Portfolio Managers would have a conflict of interest. Further, certain Portfolio Managers may elect to serve, including at the request of Paloma Management, on creditors’ committees (official or unofficial), equityholders’ committees or other groups of a portfolio investment of the Paloma Fund to ensure preservation or enhancement of the Paloma Fund’s positions as a creditor or equityholder. A member of any such committee or group may owe a fiduciary duty and be subject to certain obligations to all members the committee represents and/or to other similarly situated parties. Any such Portfolio Manager may resign from that committee or group for any reason, including, for example, if such Portfolio Manager concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to the Paloma Fund. In such case, the Paloma Fund may not realize the benefits, if any, of participation on the committee or group. In addition, if the Paloma Fund is represented on a committee or group, it may be restricted or prohibited under applicable law from disposing of or increasing its investments in such company while it continues to be represented on such committee or group. Board members may receive compensation for their service on a board; such compensation may or may not be passed on to the feeder fund(s) invested in the relevant issuer. In addition, certain employees and officers of PPMC currently, and in the future may, serve as members of strategic advisory boards or similar bodies of unaffiliated third parties, including other investment advisers, and receive compensation for their service. For example, an officer of PPMC currently serves on a strategic advisory board of an unaffiliated investment adviser and receives compensation. PPMC does not recommend clients or investors to or otherwise invest with the adviser. Any relationship between PPMC or its affiliates, officers or employees and a third party could create an incentive for PPMC to recommend the services of or otherwise invest in such third party. To mitigate this risk, PPMC has established controls to oversee all outside business activities engaged in by employees and officers.

LETTERS OF UNDERSTANDING A/K/A “SIDE LETTERS”

The Fund has entered, and may in the future enter, into side letters granting certain investors different rights, including, but not limited to, rights relating to transparency, and reporting. In general, the Fund will not be required to notify other investors of any such side letters or any of the rights and/or terms or provisions thereof, nor will the Fund be required to offer such additional and/or different rights and/or terms to other investors. However, while Paloma Management cannot guarantee it will be successful in its efforts, Paloma Management endeavors to provide all investors with any transparency or reporting rights granted to any one investor. The reports provided to investors described under “REPORTS; NOTICE OF CERTAIN EVENTS” are a large part of those efforts. To the extent other investors do not exercise these rights, they may be at a disadvantage to those investors that do exercise these rights. Please see ITEM 11 below and Fund Documentation for further discussion of certain conflicts of interest.

Paloma Management has adopted a Code of Ethics (the “Code”) that includes: (i) a standard of conduct to which all supervised persons are required to adhere, (ii) reporting requirements, rules and restrictions applicable to the personal investment activities of supervised persons, and (iii) a requirement that supervised persons report violations of the Code to the Chief Compliance Officer. The term supervised persons includes Paloma Management’s partners, employees (including Employee Trading Teams), members, owners, principals, directors and officers and, where applicable, consultants. Members of External Trading Teams are not supervised persons. Paloma Management and its employees may trade securities and derivative instruments for their own accounts of the type held by or considered for investment by the Paloma Fund and may from time to time take positions in their personal accounts that are opposite the positions taken for or held by the Paloma Fund at the same time. The Code requires preclearance approval for personal investment activities, including investments in private placements. Trading in certain securities, e.g., publicly traded ETFs and mutual funds, is permitted without preclearance approval. Supervised persons are generally prohibited from initiating new positions in initial public offerings, futures, commodities or debt securities (except municipal bonds and U.S. Government securities). Additionally, supervised persons are prohibited from executing transactions in issuers included on PPMC’s Restricted List.

Supervised persons are subject to certain reporting requirements including the provision of initial and annual holdings reports (excluding accounts holding certain exempt securities or managed accounts) and quarterly transactions reports. The Chief Compliance Officer reviews violations of the Code to determine appropriate actions or sanctions. Investors and prospective investors may obtain a complete copy of the Code of Ethics free of charge by submitting a written request to the Chief Compliance Officer, David Friedman, at Two American Lane, Greenwich, CT 06836-2571 or by phone at (203) 862-8000.

INVESTMENT IN THE PALOMA FUND AND PORTFOLIO FUNDS

Paloma Management and certain of its employees are invested in, and may, in the future, invest in investment vehicles managed by Paloma Management, by Portfolio Managers and by their respective affiliates, and do or may pay lesser (or no) fees than other investors may pay. As part of the personal trading preclearance process for private placements, conflicts of interest such as reduced fees are evaluated prior to granting approval. Paloma Advisors has waived the Management Fee and, while currently not applicable, will waive any future Incentive Fee (or Incentive Allocation), in each case, for current or former employees invested in the Paloma Fund. As discussed in ITEM 10, the Paloma Fund is invested in affiliated Portfolio Funds. Please see disclosure above related to the China Funds.

PALOMA ACTING IN MULTIPLE CAPACITIES

Paloma Management employees have acted, and in the future may act, in multiple capacities, and have effected or participated (and in the future may effect or participate) directly or indirectly in transactions with or for an account in instances in which Paloma Management employees may have multiple interests. This includes, for example, acting as principal or agent in addition to advising a client and having interests in underlying portfolio companies. For example, the Paloma Fund has made an investment in a service provider in which an officer of PPMC owns a controlling interest.

CROSS TRADES

Cross trades give rise to conflicts of interest between clients. For example, one client could be advantaged to the detriment of another in the event that the securities being exchanged are not priced in a manner that reflects their fair value. In addition, an investment adviser could use its investment authority to transfer unappealing securities from one client to another. Paloma Management could direct, from time to time and subject to applicable client investment guidelines and restrictions, one client to sell securities to another client (or with other funds) through a cross trade. Cross trades will be executed if Paloma Management believes it is in the best interest

of both clients involved in the trade and is consistent with its duty to seek best execution. Cross trades may be executed with the assistance of a broker-dealer or as an “internal cross” where the client’s custodian is instructed to book the transaction at a price determined in accordance with Paloma Management’s valuation policies. No fees will be charged by Paloma Management to its clients in connection with the completion of a cross trade. Cross trades contemplated between Paloma Management clients are submitted to the Advisory Committee for review and approval.

PRINCIPAL TRADES

Paloma Management does not generally engage in principal transactions. However, if Paloma Management were to consider a principal transaction for any of the feeder funds, Paloma Management has a formal review and approval process in place before a related party transaction can occur which includes review and approval by the Advisory Committee.

Trading Teams and Paloma Management use prime brokers and counterparties that have been reviewed and approved by the Treasury Department, which monitors such relationships on an ongoing basis. Executing brokers are selected by Trading Teams in consultation with Paloma Management. Factors relevant to the evaluation of prime brokers, executing broker-dealers and counterparties include:

Reliability Reputation and integrity Financial stability Transaction and financing costs Access to initial public offerings and secondaries Counterparty diversification and credit exposure considerations Strategy expertise Counterparty agreements including agreements relevant to swaps, futures and foreign markets Trading capabilities relative to the strategy Diversification and stability Commission rates and volume impact on tiered commission rates Suitability

In selecting brokers and dealers to effect portfolio transactions, we may consider the full range of quality of the broker’s services to meet best execution obligations and may not pay the lowest

commission rates or prices available. The following are some factors that contribute to efficient execution, although we are not required to weigh these factors equally:

price quotes the size of the transaction and ability to find liquidity the broker-dealer’s promptness of execution the nature of the market for the financial instrument the timing of the transaction the difficulty of execution the broker-dealer’s expertise in the specific financial instrument or sector in which the trader seeks to trade the extent to which the broker-dealer makes a market in the financial instrument involved or has access to such markets the broker-dealer’s skill in positioning the financial instruments involved the quality and usefulness of brokerage and research services and investment ideas presented by the broker-dealer or third parties the broker-dealer’s ability to accommodate any special execution or order handling requirements that may surround the particular transaction

SOFT DOLLARS AND COMMISSION SHARING ARRANGEMENTS

Soft dollar arrangements generally arise when an investment adviser obtains products and services, other than securities execution, from a broker-dealer (or from a third party to whom the investment adviser directs payments from the broker-dealer) in return for commissions paid in connection with directing client securities transactions to the broker-dealer. Soft dollar arrangements may pose a conflict of interest for the investment adviser in such arrangements since it allows the adviser to pay with brokerage commissions, expenses that would otherwise be borne by the investment adviser, rather than receiving most favorable execution. Paloma Management intends to enter into soft dollar arrangements and/or commission sharing arrangements. While Paloma Management is obligated to seek best execution for each client, the fact that Paloma Management can obtain or receive such products or services creates an incentive for Paloma Management to select or recommend a broker-dealer based on Paloma Management’s interests, including where Paloma Management decides not to engage another broker-dealer that offers business terms that are also favorable to the Paloma Fund. Paloma Management enters into securities transactions with broker-dealers that provide, as part of their bundled services, access to research and research-related services. Paloma Management may

have an incentive to select a broker based on our interest in receiving research or services offered by such broker. Paloma Management also enters into commission sharing arrangements whereby Trading Teams place orders with brokers on behalf of the Paloma Fund at negotiated commission rates and a portion of the negotiated commission, on permissible transactions, generates soft dollar credits which are used to provide/pay for eligible brokerage and research services. When the Paloma Fund’s commissions (or markups or markdowns with respect to certain types of riskless principal transactions) are used to acquire products and services through the use of “soft dollars,” products and services received will be of the type contemplated by the Safe Harbor provided in Section 28(e) of the U.S. Securities Exchange Act of 1934 (that is, “research” and “brokerage”), although transactions may or may not otherwise comply with the provisions of Section 28(e) (e.g., may relate to transactions in instruments other than securities such as futures). Products and services constituting “research” may be in any form (e.g., written, oral or on-line) and can include, without limitation:

Traditional research reports analyzing the performance of a particular company or stock, market, company and financial data Market, economic, political and financial information (including studies and forecasts) Statistical information including market analysis Data on the pricing and availability of securities Seminars and conferences relating to the investment in securities or containing analyses of issuers, industries, securities, economic factors and trends and portfolio strategy

Products and services constituting “brokerage” can include, without limitation:

Execution algorithms Order management systems Post-trade reporting and analysis Clearance services Settlement services Custody services

Soft dollar products and services may be provided directly by broker-dealers, by third parties at the direction of broker-dealers or purchased on behalf of the Paloma Fund with soft dollar credits or rebates provided by broker-dealers. Additionally, from time to time Paloma Management may ask a broker-dealer who is executing a transaction to “step out” a portion of the transaction in favor of a broker-dealer who is willing to provide products or services for soft dollars.

When a product or service obtained with soft dollars provides both research and non-research assistance to Paloma Management (“mixed use” product or service), a good faith allocation will be made of the cost that may be paid with soft dollars. Trading Teams do not have an obligation to obtain the lowest available commission cost. Accordingly, if a Trading Team determines in good faith that the commissions charged by a broker or the transaction costs charged by a dealer are consistent with their obligation to seek best execution and are reasonable in relation to the value of the products or services provided by the broker or dealer, the Paloma Fund may pay commissions to the broker or transaction costs to the dealer in an amount greater than another might charge to execute the same transaction. External Trading Teams may enter into soft dollar and commission sharing arrangements independently to acquire products and services for their firm. In the event an External Trading Team with clients in addition to the Paloma Fund enters into a soft dollar arrangement, it is possible that another client will benefit (which benefit may be disproportionate relative to its contribution to the expenditure that generated them) from soft dollar services paid for by the Paloma Fund.

CONFLICTS OF INTEREST

Through “capital introduction” events sponsored by the Master Fund’s prime brokers, Paloma Management and the Paloma Fund will be introduced to potential investors. Investors in the Paloma Fund may be referred by a prime broker (or an affiliate of a prime broker), and include fund-of-funds affiliated with brokers and brokerage firms themselves. Additionally, prime brokers may provide certain consulting services to Paloma Management. Neither Paloma Management nor any Fund compensates any prime broker for organizing the events, for investments in the Paloma Fund ultimately made by prospective investors attending the events or otherwise referred by such prime broker or for any such consulting services. Paloma Management’s participation at these prime broker sponsored events and receipt of other services (including, without limitation, capital introduction services) from a prime broker creates the appearance that Paloma Management’s decision to select prime brokers and to determine the extent to which a prime broker will be used is influenced by the prime broker’s invitation to the events and provision of these services. However, Paloma Management does not require any Trading Team to execute transactions through a specific brokerdealer or use a specific prime broker or other counterparty to compensate anyone for client referrals. Paloma Management does not cause the Paloma Fund to pay higher commissions or other transactions costs in connection with any capital introduction program; however, Paloma Management (and consequently the Paloma Fund) pays directly, not using commissions, to attend certain conferences, seminars and other events that are attended by prospective investors, but not in exchange for solicitation activities.

In addition, certain prime brokers or counterparties do have platforms, some for which a fee is paid (which is offset by a reduction in the fee amount earned by Paloma Advisors) and through which their clients and customers invest in our Funds directly or through a feeder fund established by the platform. However, participation on such a platform does not drive decisions regarding selection or use of a prime broker or other broker-dealer. Prime brokers also introduce Paloma Management to potential Trading Teams. This creates the appearance of a conflict of interest that such prime brokers may be indirectly compensated (e.g., via commissions) for such referrals. However, neither Paloma Management nor the Paloma Fund compensates prime brokers for Trading Team referrals or introductions. In some cases a referral may be the result of an existing relationship with the Trading Team and while the Trading Team may indicate a preference for using the referring prime broker, Paloma Management’s approval to use the prime broker will be based on the selection criteria described above. Investors cannot direct brokerage or require the use of specific brokers. Aggregation of Trade Orders: In the case that Paloma Management executes trades on behalf of multiple clients, and if portfolio decisions are made contemporaneously for multiple clients in the same instrument, Paloma Management may, if consistent with market conditions, client characteristics, and applicable law, bunch or aggregate client orders for execution. These bunched or aggregated orders might facilitate execution and may reduce brokerage and other costs. Paloma Management, however, is not required to bunch or aggregate orders if portfolio management decisions are not made contemporaneously, if Paloma Management determines that it would be consistent with its investment management duties or the interests of its clients not to do so, or if bunching or aggregating is not practical operationally or otherwise. Although it is anticipated that any bunching or aggregation of orders will benefit each client overall, aggregating orders may disadvantage clients, including by resulting in shared allocations of orders or higher execution prices for clients. Alternatively, not aggregating orders may disadvantage clients, including by resulting in higher costs (including higher execution prices) for client orders. Trade Errors: From time to time, errors will occur with respect to trades executed on behalf of the Paloma Fund. Paloma Management has adopted policies and procedures reasonably designed to identify and resolve trade errors in a timely and appropriate manner. The Paloma Fund (and not Paloma Management or Trading Teams) will bear the cost of any losses (and reap the benefits of any gains) resulting from trading errors and similar human errors, absent gross negligence or intentional misconduct. Trade errors might include, for example, keystroke errors that occur when entering trades into an electronic trading system, the purchase or sale of a security or derivatives contract in the wrong amount or the purchase or sale of the wrong security or derivatives contract. Given the volume of transactions executed on behalf of the Paloma Fund, investors should assume that trading

errors (and similar errors) will occur and that the Paloma Fund will both benefit from any resulting gains and be responsible for any resulting losses. Paloma Management generally will not notify investors that a trade error (or similar error) has occurred. Certain investment strategies may involve the development and/or use of models and software which are prone to coding errors (including design and implementation errors). Coding errors will not constitute trade errors. The Paloma Fund does not expect to disclose discovered coding errors to investors and losses arising from coding errors will be borne by the Paloma Fund. Trade errors in respect of hedge currency share classes are allocated only to the subclasses of the investors participating in the related currency hedging activity.

Paloma Management does not pay for client referrals. The Paloma Fund or Paloma Management have entered into arrangements that provide for the compensation of third party placement agents hired to solicit investors for the Paloma Fund and/or to provide client servicing to certain existing Paloma Fund investors. Compensation paid is typically calculated as a percentage of the management fee attributable to the placed investor(s), at the Paloma Fund’s or Paloma Advisors’ expense, provided that where such compensation is payable by the Paloma Fund, the management fee payable to Paloma Advisors will be reduced by the amount of any such compensation so that the Paloma Fund will not ultimately bear the cost of compensating the third party placement agents. Any compensated placement agent arrangements are entered into consistent with applicable regulatory requirements. Paloma Management is not paid a sales charge in connection with the sale of interests or shares in the Paloma Fund.

Paloma Management has not been involved in legal or disciplinary events that would require disclosure in response to this ITEM 9.

Paloma Management’s Risk Management Department monitors the Paloma Fund on an ongoing basis. Monitoring and analysis are performed using an internal Risk Management System, other tools, research, expertise and knowledge, and risk is adjusted when appropriate and based on Paloma Management’s judgement.

REPORTS TO CLIENTS

Investors in the Paloma Fund receive various written reports on an ongoing basis including monthly unaudited account statements, quarterly net asset value statements for the applicable feeder fund, monthly portfolio reports, periodic letters and annual financial statements audited by an independent public accounting firm. Also, see disclosures in Item 10 under Letters of Understanding a/k/a “Side Letters”.

Paloma Management is deemed to have custody of the Paloma Fund’s assets because it is authorized to withdraw funds or securities from the Paloma Fund (for example to deduct fees or pay expenses) and because it serves as general partners to the Master Fund which gives Paloma Management access to the cash and securities of the Paloma Fund. The Paloma Fund’s securities, cash, cash equivalents and other financial instruments are generally held by qualified custodians, unless such assets are subject to applicable exceptions to the qualified custodian requirement of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). Additional information about the Paloma Fund’s custodians is provided in PPMC’s ADV Part 1A. Investors in each feeder fund receive annual financial statements audited by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board for the feeder fund in which they have invested within the required period under the Custody Rule. Investors are urged to carefully review such statements.

Investment discretion is exercised in a manner that is consistent with a feeder fund’s investment objectives, policies and strategies disclosed in the applicable Fund Documentation. PPMC’s investment discretion is subject to Paloma Advisors’ ultimate authority. PPMC and Paloma Advisors typically assume investment authority through their agreements with the Paloma Fund.

Paloma Management has authority to vote proxies on behalf of its clients. In accordance with Advisers Act Rule 206(4)-6, Paloma Management has adopted and implemented written policies and procedures (“Proxy Voting Policy and Procedures”) reasonably designed to ensure that proxies are voted in the best interests of its clients and in accordance with its fiduciary duties. Paloma Management generally votes proxies through a third-party proxy voting service pursuant to guidelines agreed upon with Paloma Management. Paloma Management’s stated voting guidelines are to vote “for” management proposals, “against” shareholder proposals and “abstain" on all other proposals. To the extent the execution of a particular strategy involves voting proxies, Paloma Management will consult with relevant Trading Team(s) to ensure that votes are cast in a manner that Paloma Management believes is consistent with its fiduciary duty. A Trading Team may override any, or all, of our standing instructions it deems not to be in the best interest of clients. Trading Team overrides to the standing instructions are documented, reviewed, and approved by the Chief Compliance Officer or his designee.

Paloma Management requires the reporting of any potential or actual conflicts of interest regarding a proxy voting decision and these conflicts are evaluated by the Chief Compliance Officer. Any conflicts, including where two or more Trading Teams direct us to vote a proxy but have differing views concerning how the proxy should be voted, will be reviewed and resolved by the Chief Compliance Officer in consultation with the Chief Operating Officer/Deputy Chief Investment Officer. Investors in the Paloma Fund may obtain a complete copy of our Proxy Voting Policy and Procedures or information on how proxies were voted for the Paloma Fund free of charge by submitting a written request to the Chief Compliance Officer, David Friedman, at 2 American Lane, Greenwich CT 068362571 or by phone at (203) 862-8000.

This item is not applicable to Paloma Management.