Parian Global Management LP

Parian Global Management LP (hereinafter “we”, “us”, or “our”) is a Delaware limited partnership that was founded in 2018. We are founded and principally owned by Zach Miller (the “Principal”), who is also our Portfolio Manager. Mr. Miller is responsible for the management of the strategies employed by us. CCZG LLC serves as our general partner and is also principally owned by Mr. Miller. We serve as the investment manager and provides discretionary advisory services to the following private, pooled investment vehicles:         

Parian Global Master Fund LP, a Cayman Islands exempted limited partnership (the “Master Fund”); Parian Global US Fund LP, a Delaware limited partnership (the “Onshore Fund”); Parian Global Offshore Fund Ltd, a Cayman Islands exempted company (the “Offshore Fund”); and Parian Global US Fund II LP, a Delaware limited partnership (“Fund II”) Parian Global Special Opportunity Fund I LP, a Delaware limited partnership (the “Opportunity Fund”) Parian Global Special Opportunity Fund II LP, a Delaware limited partnership Parian Janus LP, a Delaware limited partnership Parian Athena LP, a Delaware limited partnership Parian Hestia LP, a Delaware limited partnership

The Master Fund, the Onshore Fund, the Offshore Fund and Fund II (collectively the “LongShort Funds”), Parian Global Special Opportunity Fund II LP, Parian Janus LP, Parian Athena LP and Parian Hestia LP (collectively the “Private Equity Funds”), along with the Opportunity Fund are herein each referred to as a “Fund” or “Client”, and collectively referred to as the “Funds” or the “Clients”. The Onshore Fund’s, Fund II’s, the Opportunity Fund’s, and the Private Equity Funds’ limited partners and the Offshore Fund’s shareholders are hereafter collectively referred to as the “Investors” where appropriate. Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its offering documents or governing documents (collectively, the “Offering Documents”). Certain Clients may impose leverage limitations, as described in its Offering Documents. Under certain circumstances in the future, we may contract with a separately managed account client to adhere to limited risk and/or operating guidelines imposed by that client. We would negotiate such arrangements on a case-by-case basis. (See Item 16 - Investment Discretion.) We do not currently participate in any wrap fee programs. The Firm has regulatory assets under management of $285,243,624 as of May 31, 2021, all of which are managed by the Firm on a discretionary basis.

The fees applicable to each of the Funds are set forth in detail in the relevant Offering Documents. A brief summary of such fees is provided below.

Management Fee We generally charge Clients an asset-based management fee and performance allocation. We are generally paid an investment management fee (“Management Fee”) of between 1.00% and 1.75% per annum of net asset value of the applicable Funds. The Management Fee is normally charged on the first day of each quarter and is paid in advance based on the applicable Fund’s net asset value on the first day of such quarter in such amounts as are set forth in the Offering Documents of such Fund. Once paid, Management Fees are nonrefundable. Our compensation schedule with respect to any future client will be contained in the Offering Documents relating to such client. We may, in our sole discretion, waive, reduce or rebate the Management Fee at any time without notice to or consent from any Fund (or underlying Investor in such Fund). In addition to the Management Fee and Performance Allocation (as defined below) and as set forth in more detail in the applicable Offering Documents, each Fund will pay all costs and expenses related to its investments and its operations. Expenses are generally shared by all of the Investors in the Funds, while expenses related to one or more particular series or classes of investments will be allocated accordingly. In the event that one or more Funds invest all or a substantial portion of its assets through a “master fund,” each such “feeder fund” will also be responsible for its pro rata portion of such master fund’s costs and expenses. Expenses of more than one Fund will be shared on an equitable basis among such Funds. Notwithstanding the foregoing, the Firm may elect to bear some or all of the above expenses of the Clients. The expenses that would be charged to future clients would be determined on a case-by-case basis. From time to time, we also allocate a portion of certain Clients’ capital to money market funds or exchange-traded funds (“ETFs”). In addition to the fees and expenses discussed above, Clients will indirectly incur similar fees and expenses if we invest their capital in such funds, as these funds in turn pay similar fees and expenses to their investment managers and other service providers. For a more detailed discussion of brokerage and transaction costs, see Item 12 - Brokerage Practices. Neither we nor our employees accept any compensation (e.g., brokerage commissions) for the sale of securities or other investment products, including interests in the Funds.

The descriptions set forth in this Brochure of specific advisory services that we offer to clients, investment strategies we pursue, and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not

described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Investing in securities involves a risk of loss that Clients and Investors should be prepared to bear. There can be no assurance that the investment objectives of any Client will be achieved. Investment Objective The Long-Short Funds Our investment objective is to provide superior long-term returns to our Clients with minimal correlation to the broader equity and bond markets. We seek to achieve this objective by trading both long and short a portfolio of securities – primarily North American and non-U.S. listed equities, and equity options – utilizing a fundamental, research-driven approach. We believe that the strategy, with generally low net exposure and moderate leverage, will translate into strong returns over a rolling multi-year timeframe while protecting capital regardless of market environment. The Opportunity Fund The investment objective of the Opportunity Fund is to invest its assets in a single issuer that is also held by the Long-Short Funds. The Private Equity Funds The investment objective of each Private Equity Fund is to invest its assets in a single private issuer that is not held by the other clients. Risk Management Our risk management framework is designed to increase the likelihood that the Funds can benefit from periods of portfolio volatility and withstand extreme events in the financial markets. This involves concentrating risk in the portfolio to well-researched, high conviction views and avoiding or managing other risks. We believe the single best risk management tool at our disposal is rigorous, position-level research. We will regularly monitor positions and seek new information in order to re-evaluate each Fund’s portfolio, including its probabilistic risk / reward ratio. Each Fund will seek to exit or reduce specific positions when we believe that the risk / reward with respect to such position falls below a certain hurdle established by us. We regularly monitor positions and seek new information in order to re-evaluate each Client’s portfolio, including its risk / reward ratio. We will also seek to use a variety of analytical tools in order to quantify with a reasonable degree of confidence how much an investment has the potential to lose over a given time period. Generally, when stocks move significantly from their initial price and / or there is relevant new information, the investment thesis will be re-evaluated. We will also conduct periodic top-down reviews of the portfolio to assess (i) levels of portfolio concentration (e.g., exposure to sub-sectors, end markets, geographic regions, and other fundamental or technical factors), (ii) economic / cyclical exposure, and (iii) gross / net exposure, leverage, and volatility in the portfolio and markets more broadly. We believe that even the most sophisticated risk management systems have limitations, primarily due to the fact that the data upon which such systems depend typically rely on historical data that may

have limited relevance. Accordingly, we may employ additional risk management tools in our discretion. Risk of Loss Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. An investment involves significant risks and is suitable only for those persons who can bear the economic risk of the loss of their entire investment. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly traded stocks and bonds, options, and related instruments. For the purposes of clarity, references below to “the Fund” will mean each Fund as the context may require. Risk Factors Applicable to the Funds Generally Investment and Trading Risks. An investment in the Fund will involve a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation is made that the Fund’s investment program will be successful. We invest substantially all of the Fund’s assets in securities, some of which may be particularly sensitive to economic, market, industry and other variable conditions. The markets in which the Fund expects to invest have in recent years had significant volatility. No assurance can be given as to when or whether adverse events might occur that could cause immediate and significant losses to the Fund. Equity Securities Generally. The Fund trades equity securities and equity-related security derivatives in primarily the U.S., Canada and Western Europe but also in other countries. The value of these financial instruments generally will vary with the performance of the issuer and movements in the equity markets. As a result, the Fund may suffer losses from investments in equity instruments of issuers whose performance diverges from our expectations or if equity markets generally move in a single direction and the Fund has not hedged against such a general move. Equity Price Risk. The Fund’s investment portfolios include long and short positions in equity securities. Equity securities fluctuate in value in response to many factors, including, among others, the activities and financial condition of individual companies, geographic markets, industry market conditions, interest rates and general economic environments. In addition, events such as the domestic and international political environments, terrorism and natural disasters, may be unforeseeable and contribute to market volatility in ways that may adversely affect investments made by the Fund. Use of Leverage. We use leverage in connection with the Fund’s portfolio through margin and other debt in order to increase the amount of capital available for investments. Although leverage increases returns to the Investors if the Fund earns a greater return on the incremental investments purchased with borrowed funds than it pays for such funds, the use of leverage decreases returns to the Investors if the Fund fails to earn as much on such incremental investments as it pays for such funds. In the event that the Fund leverages its portfolio, fluctuations in the market value of the Fund’s portfolio will have a significant effect in relation to the Fund’s capital and the risk of loss and the possibility of gain will each be

increased. In addition, when the Fund utilizes leverage, the level of interest rates generally, and the rates at which the Fund can borrow in particular, will be an expense of the Fund and therefore affect the operating results of the Fund. Leverage increases the risk of substantial losses (including the risk of a total loss of capital), and leverage can significantly magnify the volatility of the Fund’s portfolio. The Fund uses short-term margin borrowing in purchasing securities positions. Such borrowing, if made, may result in certain additional risks to the Fund. For example, should the securities pledged to brokers to secure the Fund’s margin accounts decline in value, the Fund could be subject to a “margin call” pursuant to which the Fund would be required to either deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden, precipitous drop in value of the Fund’s assets, the Fund might not be able to liquidate assets quickly enough to pay off its margin debt. Concentration of Investments. Subject to our risk framework, in the normal course of making investments on behalf of the Fund, we may select investments for the Fund that potentially could be concentrated, for example, in a limited number or type of securities or in any one issuer, industry, sector, strategy or geographic region. Market conditions may create opportunities within certain investment strategies, which cause us to increase the concentration of certain investment strategies. Such concentration of risk may expose the Fund to losses disproportionate to those incurred by the market in general if the areas in which the Fund’s investments are concentrated are disproportionately adversely affected by price movements. Money Market Instruments. We may invest, for defensive purposes or otherwise, all or a portion of the Fund’s assets in high quality fixed-income securities, money-market instruments, and money-market mutual funds, or hold cash or cash equivalents in such amounts as we deem appropriate under the circumstances. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less, and may include U.S. government securities, commercial paper, certificates of deposit and bankers’ acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements. However, there can be no assurances that such investments will not be subject to significant risks. Cash Holdings. From time to time, the Fund holds substantial cash balances which will vary depending on our view of available investment opportunities. During times in which substantial capital is held in cash or cash equivalents, such capital may not be subject to the same returns as the rest of the Fund’s portfolio. Loans of Portfolio Securities. The Fund may lend its portfolio securities on terms customary in the securities industry, enter into reverse repurchase agreements or enter into other transactions constituting a loan of the Fund’s assets. By doing so, the Fund attempts to increase its income through the receipt of interest on the loan. In the event of the bankruptcy of the other party to a securities loan, the Fund could experience delays in recovering the securities it lent. To the extent that the value of the securities the Fund lent has increased, the Fund could experience a loss if such securities are not recovered. Broker Risk. The Fund’s assets are held in one or more accounts maintained for the Fund by its prime brokers or at other brokers or custodian banks, which may be located in various jurisdictions, including emerging market jurisdictions. The prime brokers, other brokers

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Our clients are the Funds. Investors in the Funds include, but are not limited to, high net worth individuals, family offices, fund-of-hedge funds, endowments, foundations, trusts, charitable organizations, pension plans, and corporate or business entities. The minimum initial investment in the Funds range from $500,000 to $1,000,000. We may waive such minimum under certain circumstances. Details concerning applicable investor suitability criteria are set forth in the respective Fund’s Offering Documents. Each Investor will be required to meet certain suitability qualifications.

An affiliate of ours, Parian GP LLC (the “General Partner”), a Delaware limited liability company that serves as the general partner to one or more of the Funds, is entitled to receive a performance-based allocation (“Performance Allocation”) in respect of each Fund on an annual basis in arrears and upon withdrawals by Investors in the Funds, ranging from 10-20% of realized and unrealized net profits of each investor’s investment in the applicable Fund, subject to a “high-water mark” provision as described in the Offering Documents. In the event that the investment advisory relationship is terminated (or Investors withdraw or redeem) other than at the end of a performance allocation calculation period, the amount of

such Investor’s high-water mark, if any, will be reduced in proportion to the amount of capital withdrawn and such date will be treated as the end of the performance allocation period. The Performance Allocation creates an incentive for us, an affiliate of the General Partner, to make more speculative investments than would otherwise be made and make decisions regarding the timing and manner of realization of investments differently than if such Performance Allocation was not received. In allocating investment opportunities among Client accounts, we are required to act in a manner that we consider fair and equitable, depending on the particular facts and circumstances and the needs and financial objectives of our various Clients. However, we are not otherwise subject to any specific obligations or requirements concerning the allocation of investment opportunities, or any restrictions on the nature or timing of investments for the Clients, except as otherwise set forth in the Offering Documents of the applicable Client. We address this conflict through the application of our trade allocation procedures and restrictions on investments that may be made by our personnel that are designed to avoid or minimize such conflicts of interest, including policies designed to ensure that investment opportunities are allocated equitably among Clients with similar investment objectives and limitations on our personnel to make investments in securities held by Clients. We periodically review our allocation of investment opportunities to determine whether Clients are treated fairly. Our general policy is to trade the Long-Short Funds’ portfolios on a pari passu basis. However, allocations between the Long-Short Funds and the Opportunity Fund may be made on a different basis for a number of factors, including, but not limited to: (i) Fund liquidity, (ii) each Fund’s investment or risk restrictions or guidelines (including with respect to concentration), (iii) legal, regulatory and tax considerations, (iv) relative amounts of capital available for new investments, (v) minimum participation thresholds the Firm deems appropriate, (vi) the overall portfolio composition of each Fund, and (vii) the desire to avoid de minimis allocations and odd lots. The Private Equity Funds each invest in single private issuer that is not held by any of the other clients. The Long-Short Funds do not invest in private securities.

Neither we nor our management persons are registered as broker-dealers, and none of the foregoing has any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer, respectively. We and the General Partner have claimed an exemption from registration as a commodity pool operator with respect to each applicable Fund pursuant to Rule 4.13(a)(3) under the Commodity Exchange Act of 1936, as amended (the “CEA”), and we have also claimed an exemption from registration as a commodity trading advisor pursuant to Rule 4.14(a)(8) under the CEA. We will evaluate any material conflicts of interest presented by any proposed relationship or arrangement that we may contemplate with a service provider, broker or similar party that has a material business relationship with the Funds to confirm that the transaction or arrangement is fair and equitable to the investors in the Funds, and on terms that are consistent with arm’s-length dealings, and we will review any such arrangement on an ongoing basis thereafter to confirm that there is a continued benefit to the Clients and their

Investors. Currently, we do not have, and are not aware of any of our staff members that has, any relationships or arrangements that pose material conflicts of interest. The management of multiple client accounts results in a potential conflict of interests when we and our related persons allocate time and investment opportunities among such accounts. For example, our Principal and/or other related persons have a greater portion of their personal assets invested in certain of our client accounts than in others. In addition, the compensation we earn from each client account is expected to differ from the compensation earned from other client accounts. In order to mitigate associated conflicts, we will generally follow documented procedures in allocating investment opportunities among our clients. (See Item 6 – Performance-Based Fees and Side-By-Side Management) Subject to applicable law, we may effect transactions among client accounts (including the Funds) in which one client account will purchase securities from or sell or participate securities to another client account (including client accounts in which we or our related persons may have a significant interest). In order to mitigate any associated conflicts of interests, we effect such transactions only when we believe that such transactions are in the best interests of the applicable clients. In the event that a client account purchases securities from, or sells securities to, another client account, such transactions will be done through third-party broker-dealers or other institutions and will generally be effected for cash consideration at the closing price of the particular security on such day. No brokerage commission or transfer fee will be paid to us or our related persons in connection with any such transaction.

Code of Ethics We have adopted a Code of Ethics, which is designed to help ensure that we conduct our business in accordance with all applicable laws and regulations and in an ethical and professional manner. In addition, our Code of Ethics sets forth standards of conduct for our employees to ensure that they conduct their business on our behalf in a manner that enables us to fulfill our fiduciary duty to our Clients. Among other things, our Code of Ethics: (i) governs personal trading by our employees, (ii) contains our policies with respect to gifts and entertainment, (iii) contains our policies regarding certain outside activities of our employees, (iv) sets forth our policies and procedures relating to insider trading, and (v) sets forth the manner in which employees may report violations of law or our policies and procedures. We will provide a copy of our Code of Ethics to any Client or prospective client or investor upon request. Personal Securities Trading Employees are generally prohibited from engaging in personal trading, but are able to transact in ETFs, with a minimum holding period, and private investments after obtaining prior written consent of our Chief Compliance Officer (the “CCO”). Additionally, employees are required to provide our CCO with periodic reporting relating to their trading activity and personal accounts. Our policies relating to personal trading also generally apply to an employee’s spouse or minor child, or an immediate family member of an employee living in the same household as such employee.

Participation or Interest in Client Transactions We make available to qualified prospective investors the opportunity to invest in the Funds. Our Principal, employees and/or other related persons have significant personal investments in certain Funds. In addition, we and our affiliates are entitled to receive performance-based compensation from our clients. We do not currently expect to engage in principal transactions. We will not do so unless we receive prior client consent and such transaction complies with applicable law.

We are authorized to determine the broker-dealer to be used for executing securities transactions for the Funds. We have delegated authority to outsourced trading firms for certain of our Clients’ transactions. However, we have the discretion to direct our outsourced traders to use a certain broker for a trade. To the extent that we select broker-dealers to execute transactions, we do not need to solicit competitive bids and do not have an obligation to seek the lowest available commission cost. Best Execution In selecting an appropriate broker-dealer to effect a Client trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a Client in such a manner that a Client’s total costs or proceeds in the transactions (across the portfolio) are most favorable under the circumstances. Accordingly, in seeking Best Execution, we will take into consideration the financial strength, integrity and stability of the broker-dealer and the commissions to be paid, and the quality, comprehensiveness and frequency of available research (including discussions with research personnel and research related services). We have established a Management Committee, which meets on a quarterly basis to evaluate, among other things, the execution that we are receiving from brokers. In conducting its analysis, the committee may consider the factors listed above, among others, and will review gifts and entertainment received, and any known conflicts of interests (e.g., directing commissions to a broker at which a family member is employed). Research and Other Soft Dollar Benefits We enter into soft dollar arrangements with brokers. Soft dollar arrangements arise when an investment adviser obtains products and services, other than securities execution, from a broker in return for directing client securities transactions to the broker. Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides a safe harbor that allows an investment adviser to pay more than the lowest available commission in order to obtain research and brokerage products and services. That practice involves a conflict of interest, but Section 28(e) of the Exchange Act provides that it does not breach our fiduciary duty to the Client if the products and services consist of “research” or “brokerage” and certain other conditions and requirements are met. We use proprietary and third-party research and brokerage products and services provided by brokers that provide value to the investment management activities related to the one or

more Clients. Such research and brokerage products and services could include: reports on or other information about particular companies or industries; corporate access and access to analysts, seminars and conferences relating to securities or investment advice; economic surveys and analyses; recommendations as to specific securities; financial and industry publications; portfolio evaluation services; financial database software and services; computerized news, pricing and statistical services; analytical software; proxy analysis services and systems, order management systems, quotation services; and other products and services that may enhance our investment decision-making. We believe it is important to our investment decision-making processes to have access to such research and brokerage products and services. In such circumstances, we will operate within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e) of the Exchange Act. Nevertheless, the fact that we are being provided with research and brokerage products and services rather than having to produce or pay for such products and services itself presents a conflict of interest and incentivizes us to choose brokers providing such products and services. Any research and brokerage products and services obtained through the use of soft dollar benefits will be used for all of the Clients regardless of whether a particular Client paid for the research or brokerage. During our last fiscal year, we acquired with client brokerage commissions (or markups or markdowns): (i) research, such as proprietary research from brokers and (ii) research services, such as consultation with industry consultants concerning specific companies, industries or sectors. Investor Introductions We receive introductions to Investors through broker-dealers that execute trades on behalf of us. We do not believe that we pay any additional fees or higher commissions as a result of these introductions. We seek best execution on all transactions. However, we may have an incentive to select or use a broker-dealer based on receiving Investor referrals from that counterparty. Trade Errors We may on occasion experience errors with respect to trades made on behalf of Client accounts. We will reimburse each Client account for net losses resulting from trade errors in accordance with the terms of the exculpation provisions in such Client’s Offering Documents. Aggregation of Orders Aggregation, or “bunching,” describes a procedure whereby an investment adviser combines the orders of two or more clients into a single order for the purpose of obtaining better prices and lower execution costs. Aggregation opportunities for us generally arise when more than one Client account is capable of purchasing or selling a particular security. To the extent that a security is purchased or sold for more than one Client, we will generally aggregate orders for such security unless aggregation is not consistent with our duty to seek best execution or the terms of the investment guidelines and restrictions applicable to Client accounts. Each Client that participates in an aggregated order will participate at the average price for all of our transactions in that security on a given business day, with transaction costs shared pro rata based on each Client’s participation in the transaction. When an aggregated

order is only partially filled, we will allocate the investment opportunity pro rata in accordance with our intended allocation, as described in Item 6 above.

We do not currently employ any third-party marketers or solicitors for client referrals. We do not receive economic benefits from non-Clients for providing advice and other advisory services.

We are not aware of any legal or disciplinary events that are material to a Client's or prospective client's evaluation of our advisory business or the integrity of our management.

Review of Accounts The Funds’ portfolios are reviewed on a regular basis by the Portfolio Manager to ensure that they conform with the investment objectives and guidelines that are stated in the Offering Documents. In these reviews, we pay particular attention to any changes in the investment’s fundamentals, overall risk management, and changes in the markets that may affect price levels. Account Reporting We will distribute annual audited financial statements with respect to the previous fiscal year to all Investors within 120 days of the relevant Fund’s fiscal year end. We may also distribute other interim reports to Investors. Pursuant to “side letter” or other agreements, we provide certain Investors with access to more frequent and/or more detailed information regarding the Funds’ securities positions, performance, finances, and management and/or other information about the Funds or us (including notifications of redemptions from the Funds by us and/or our personnel), possibly enabling such Investors to better assess the prospects and performance of the Funds. In addition, Investors may be provided with certain information about us and the Funds in response to questions and requests. This information may not be distributed to other Investors or prospective investors. Each Investor is responsible for asking such questions as it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited information provided by us is sufficient for its needs.

We are deemed to have custody of Client funds and securities because we have the authority to obtain Client funds or securities, for example, by deducting advisory fees from a Client's account or otherwise withdrawing funds from a Client's account. We will comply with Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., the “custody rule”) by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board, we will distribute the Fund’s audited financials to Investors within 120 days of such Fund’s fiscal year end. Further, the Funds’ securities and other assets will generally be held in securities accounts at our prime brokers that are “Qualified Custodians” as defined under the Advisers Act.

Item 16: Investment Discretion We have full discretionary authority over the Funds including authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities. Certain Clients impose limitations, such as leverage thresholds as described in its Offering Documents. Under certain circumstances in the future, we may contract with a separately managed account client to adhere to limited risk and/or operating guidelines imposed by that client. We would negotiate such arrangements on a case-by-case basis. (See

We generally have voting discretion over securities held in our clients’ accounts and clients are generally not able to direct their votes in a particular situation. We have adopted proxy voting policies and procedures, which are summarized below. In the absence of specific voting guidelines from the client or conflicts of interest, we will vote all proxies in the best interests of each client, which may result in different voting results for proxies for the same issuer. In addition, we may determine to abstain from voting a proxy if we believe that such action is in the best interests of a particular client. In general, we will vote routine matters in accordance with the recommendation of the company’s management. Routine matters are typically proposed by management (i.e. a company’s management, directors, general partners, managing members or trustees) under circumstances where there is not a proxy contest involving such matters. Routine matters generally meet the following criteria: (a) they do not measurably change the structure, management, control or operation of the company; (b) they do not measurably change the terms of, or fees or expenses associated with, an investment in the company; and (c) they are consistent with customary industry standards and practices. Any decision to the contrary will be documented in writing. For non-routine matters when determining whether a specific proposal is in the best interests of a Fund, we may take into account, among other things, (a) the impact on the value of the securities, (b) the anticipated costs and benefits associated with the proposal, (c) the effect on liquidity, and (d) customary industry and business practices. If the Firm deems that the issue being voted upon is not material for the Funds or the Firm determines that the cost of voting a proxy would exceed the expected benefit to the Funds, the Firm will not be obligated to vote on such matter.

Registered investment advisers are required in this Item to provide certain financial information or disclosures about their financial condition. We are not aware of any financial condition reasonably likely to impair our ability to meet contractual and fiduciary commitments to Clients and have not been the subject of a bankruptcy proceeding.