Pentwater Capital Management LP

Pentwater Capital Management LP (collectively with the Relying Advisers (as defined below), the “Adviser”, “Pentwater”, “we”, “us” or “our”) is a Delaware limited partnership with its principal place of business in Naples, Florida. Together with our affiliates, PWCM New York Inc. and Pentwater Capital Management Europe LLP (collectively, the “Relying Advisers”), which house our New York- and European-based operations, respectively, we serve as an investment adviser or trading manager to private investment funds (individually, a “Fund” and collectively, the “Funds”) and separately managed accounts (together, the Funds and separately managed accounts shall be referred to herein as “clients” or, individually, as a “client”). We provide discretionary investment management services to our clients. The Relying Advisers are registered with the SEC as relying advisers of Pentwater Capital Management LP under a single Form ADV filing. We were founded in 2007 and commenced investment advisory operations in that same year. Our principal owner and founder is Matthew C. Halbower. We are owned in part by MCH PWCM Holdings Inc., which serves as our general partner and is owned and controlled by Mr. Halbower. In addition, we are owned in part by Pentwater Partners LP, which is owned by MCH PWCM Holdings Inc., the general partner, Matthew C. Halbower and the Halbower Legacy Trust. The Halbower Legacy Trust was established for the benefit of Mr. Halbower’s family and is controlled by two co‐trustees, Julie Halbower and Susan Halbower. The Relying Advisers are direct or indirect wholly owned subsidiaries of Pentwater Capital Management LP – please refer to Schedule R of the Adviser’s Form ADV Part 1A for additional information. The Funds we advise are private investment funds and are offered and sold to investors under exemptions from applicable securities laws. The Funds we advise are private investment fund structures commonly referred to as “master‐ feeder” structures and private funds. •

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Pentwater Event Funds:

Pentwater Event Fund LLC

Pentwater Event Fund Ltd.

PWCM Master Fund Ltd.

Pentwater Equity Opportunities Funds:

Pentwater Equity Opportunities Fund LLC

Pentwater Equity Opportunities Fund Ltd.

Pentwater Equity Opportunities Master Fund Ltd.

Oceana Funds:

Oceana Fund LLC

Oceana Fund Ltd.

Oceana Master Fund Ltd.

Pentwater Merger Arbitrage Funds: o Pentwater Merger Arbitrage Fund LLC

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Pentwater Merger Arbitrage Fund Ltd.

Pentwater Merger Arbitrage Master Fund Ltd.

Pentwater Metric Merger Arbitrage Funds:

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Pentwater Metric Merger Arbitrage Fund LP

Pentwater Unconstrained Funds:

Pentwater Unconstrained Fund LLC

Pentwater Unconstrained Fund Ltd.

Pentwater Unconstrained Master Fund Ltd.

Pentwater Credit Funds:

Pentwater Credit Fund LLC

Pentwater Credit Fund Ltd.

Pentwater Credit Master Fund Ltd.

Restrictions on the type of investments and exposures that we will make in a particular Fund, which are set forth in the offering documents and organizational documents of the respective Funds (the “Offering Documents”) are implemented. In the absence of such restrictions in the Offering Documents for a Fund, we are free to invest the Fund’s assets in any type of securities, instruments, or other assets. The investment advice we provide to the Funds is dependent on the investment objectives of the respective Fund as set forth in the Fund’s governing documents. Such investment advice is not based upon the individual needs of the investors in the Funds. The information in this Brochure that describes or relates to the Funds is qualified in its entirety by the Offering Documents for the Funds. This Brochure is not a substitute for the Offering Documents and should not be treated as such. We also provide investment services from time to time to other types of investment vehicles including single investor hedge funds, commonly referred to as a fund of one. These investment vehicles are negotiated and tailored to the specific needs of the investor. Single investor vehicles may not be offered or available to all investors. We also provide investment services to clients through separately managed accounts. When providing investment services to separately managed accounts, we generally tailor our advisory services to the individual needs of such clients, including any specific guidelines or restrictions such client request. The investment strategy and any such investment guidelines or restrictions for each such separately managed account is detailed in the relevant separately managed account’s investment management agreement. Please see Item 8 - “Methods of Analysis, Investment Strategies and Risk of Loss” for a more detailed discussion of our investment objective and strategies. As of December 31, 2025, we manage regulatory assets of approximately $19,263,985,072 on a discretionary basis. We do not currently manage any client assets on a non-discretionary basis.

Funds We do not have a general fee schedule applicable to our clients or prospective clients. The specific fees we charge to each Fund are described in the Offering Documents of the relevant Fund. The management fees are paid for the costs of the investment advisory and administrative services we provide to each Fund. We receive a management fee of between 0.0% and 2% annually of the assets under management of each of the Funds, paid in advance. Fees are generally calculated and paid monthly and investors can generally only redeem from a Fund at the end of a month, in the ordinary course. The rate of the management fee varies from Fund to Fund (and may vary among classes in a Fund) and is based on a variety of factors that include the types and mix of assets involved, the nature and complexity of the assets, the nature and complexity of the particular Fund, the nature of the services provided, the size of the Fund and the types of investors in the particular Fund. In addition to management fees, we receive reimbursement of certain expenses from the Funds, as described in the Offering Documents and periodic reports provided to investors in those Funds. These reimbursements are for expenses such as trading, transactional, market data and compliance costs, incurred on behalf of the Funds. For example, the Funds bear all operating expenses and trading (if any) expenses, certain expenses relating to cash management, expenses related to the ongoing offering of interests and certain fees relating to the Funds’ administration, such as the fees and expenses of the Funds’ administrator, legal, compliance, audit, accounting and tax return preparation fees and expenses, and governmental filings and fees. Each Fund also is responsible for its own nonrecurring or extraordinary expenses, including, without limitation, expenses of litigation by or against the Fund and related legal fees and expenses. Where permitted under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), we or one of our affiliates (typically in its capacity as the manager or general partner of a Fund) also receive an annual performance allocation or fee of up to 20% of the new net profits earned by the investors in the Fund (i.e. profits over a “high water mark” or profits in excess of previous losses), as described more fully in the Offering Documents of the particular Fund. The performance fee or allocation is paid as described in each Fund’s document and is also calculated and is due upon the redemption of an investor from a Fund. As a general matter, we deduct our management and performance fees or allocations directly from a Fund investor’s account in the respective Fund. Certain strategic investors negotiate the fees charged and can be charged fees at lower rates than those described herein or as set forth in the relevant Fund’s Offering Documents. In addition, as further described herein, if we believe that other investors will not be materially adversely affected, we grant certain investors preferential rights with respect to various matters, including, without limitation, the right to most favorable economic terms for their investments. We determine any such fee reductions or other preferential economic rights on a case‐by‐case basis. Fees are calculated based on the value of the Funds’ assets. We have the discretion to value the Funds’ positions in such manner as we deem fair and equitable (including the authority to override third‐ party dealer valuations). By doing so, we face a conflict of interest because our fees are based on the values we determine. To address this conflict, we have a valuation committee whose responsibility includes ensuring that we determine prices in a manner that reflects fair value.

Separately Managed Accounts The fees we charge clients with separately managed accounts are negotiated with each client, and generally include a management fee, performance fee, or a combination of both. Fees charged to separately managed accounts are billed to the client, and we do not have the ability to deduct the fees from such client’s accounts. Our fees are exclusive of brokerage commissions, transaction fees, and other investor related costs and expenses that are incurred by clients. Clients also incur certain charges imposed by custodians, brokers, and other third parties, such as custodial fees, odd‐lot differentials, transfer taxes and withholding taxes, wire transfer and electronic fund fees, and similar other fees and taxes that are charged in connection with investment activity in brokerage accounts and the related transactions. Pentwater and its affiliates or personnel may receive directors’ fees or similar fees, payments or compensation (whether in the form of cash, options, warrants, stock or otherwise) in connection with services provided to companies in which our clients invest. The fees, payments or compensation shall be credited to these clients (upon their reduction to cash, if applicable), on a pro-rata basis if other clients have invested in the investment generating such payment. “Item 12 - Brokerage Practices” describes the factors that we consider in selecting or recommending broker‐dealers for transactions and determining the reasonableness of their compensation (e.g., commissions).

Investment Objective and Investment Strategies We generally seek to provide clients with consistently superior risk‐adjusted rates of return through implementing event‐driven strategies. Our investment strategies generally focus on an event or a catalyst that will move an equity price, an equity spread, a credit spread, or an implied volatility spread. Global event driven investing includes, but is not limited to, merger arbitrage (also known as risk arbitrage), catalyst‐driven credit investing, special situation investing and distressed investing. Catalyst events can include but are not limited to mergers, acquisitions, spin‐offs, carve‐outs, tender offers, split‐off exchange offers, share class spreads, and re‐organizations and corporate distress. We seek to trade in all forms of the capital structure of companies involved in catalysts and events and create the best risk/reward trade possible within the corporate capital structure. We will attempt to limit risk through diversification and hedging. We can also choose to take control positions in an attempt to create our own catalyst or event. In managing the clients’ portfolios, we rely upon fundamental analysis supplemented by quantitative analytics and portfolio management techniques. We take both long and short positions for our clients in a broad range of public and private debt securities, equity securities, swaps, (including cash settled equity swaps and contracts for differences), bank debt participations, options, swaptions, trade claims, derivatives and credit derivatives (including credit default swaps), special purpose acquisition companies (SPACs), private investments in public entities (PIPEs) and other instruments. We invest within and outside of the United States as well as in issuers in various stages of financial distress. Digital assets are an emerging asset class that the Funds have the ability to invest in, given the right opportunity. Our investment strategy and techniques are speculative, leveraged, involve a high degree of risk, and are suitable only for persons who can assume the risk of losing their entire investment. Please consider the risks summarized below. Proprietary Trading From time-to-time, the Adviser intends to launch new trading vehicles. Often these vehicles operate with solely proprietary capital belonging to the Adviser and/or its employees for some time prior to raising outside investor funds. If the demand for capacity from outside investors is not present despite solicitation efforts by our firm personnel, it is our intention to allow some of these vehicles to remain open and trading solely proprietary capital indefinitely. These vehicles will typically trade in some of the same instruments in which we invest on behalf of our other advisory clients. Any proprietary trading on behalf of an investment manager that also trades for clients can give rise to potential conflicts of interest, particularly if such trading involves the same instruments in which the Adviser

trades for its advisory clients. To attempt to ensure that proprietary trading by the investment manager does not disadvantage our advisory clients, the Adviser uses trade allocation guidelines as well as compliance testing designed to ensure that clients were not disadvantaged in terms of access to investment opportunity or pricing of transactions. Risk Factors Investment Approach and Strategies Risk is inherent in all investing. No guarantee or representation is made that the investment approach we utilize will be successful. All investments risk the loss of capital. As is true of any investment, there is a risk that an investment will be lost entirely or in part. There can be no assurance that the specific investment strategies we use will produce profitable results. Our event‐driven investment style may not be successful in realizing the clients’ investment objectives. Profitable investing is often dependent on anticipating that the market will change its perception of what appears to be an undervalued investment instrument at some point in the future. Markets subject to random price fluctuations, rather than rational decisions, can generate a series of losing investments. There have been periods in the past when the markets have been subject to irrational price movements, and such periods may recur. Any factor that would make it difficult to execute trades, such as reduced liquidity or extreme market developments resulting in limit moves, also could be detrimental to profits. No assurance can be given that our techniques and strategies will be profitable in the future. Concentrated Investment Strategy We focus principally on event‐driven investment strategies. Although the range of different opportunities is broad, structural economic and regulatory changes could adversely affect our investment strategies, as could certain general market conditions. We will not follow any formal diversification policies in our trading on behalf of our clients. Accordingly, the clients’ portfolios can from time to time become significantly concentrated in a particular market sector, issuer, instrument, etc. Such concentration increases risk. Use of Leverage We use leverage to enable clients to make investments substantially in excess of their equity. We generally reserve the right to use as much borrowing and leverage as permitted under applicable law and under limits set forth by our prime brokers. Although such techniques increase the opportunity for a higher return on investment, they also increase the risk of loss as losses incurred on leveraged investments increase in direct proportion to the degree of leverage employed. From time to time, we will adjust the leverage used. Such adjustments may be in respect of certain markets or in respect of the clients’ investment portfolios. Factors which affect the decision to adjust leverage include ongoing research, volatility of individual markets, risk considerations, and our subjective judgment and evaluation of general market conditions. Adjustments to leverage may result in greater profits or losses and increased brokerage costs. No assurance can be given that any leverage adjustment will be to the financial advantage of the clients.

Financing Arrangements; Availability of Credit We use leverage as part of our investment style. The use of leverage not only increases risk, but also results in significant investment exposure. There can be no assurance that a client will be able to maintain adequate financing arrangements or to avoid having to close out positions at losses which if held would have been profitable due to an increase in margin requirements. As a general matter, the banks and dealers that provide financing will apply essentially discretionary margin, haircut, financing as well as security and collateral valuation policies. Changes by banks and dealers in such policies, or the imposition of other credit limitations or restrictions, whether due to market circumstances or government, regulatory or judicial action, can result in large margin calls, loss of financing, forced liquidations of positions at disadvantageous prices, termination of swap and repurchase agreements and cross‐defaults to agreements with other dealers. Any such adverse effects may be exacerbated in the event that such limitations or restrictions are imposed suddenly and/or by multiple market participants. The imposition of any such limitations or restrictions could compel us to liquidate all or part of a client’s portfolio at disadvantageous prices, perhaps leading to a complete loss of the client’s equity. Disrupted Markets Extraordinary events in the markets generally and in the investment fund area specifically have occurred in the past and may continue in the future. These events may include bankruptcy, insolvency, closure, receivership or other financial distress or difficulty for the banks, broker-dealers or custodians (“financial institutions”) used by the Adviser to hold client assets. These events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance or accounting irregularities. In the event any of the Adviser’s financial institutions experiences any of the foregoing events, the Adviser, or the clients may not be able to access deposits, borrowing facilities or other services for an extended period of time or ever. Periods of market disruption will recur, and during such periods, the leverage at which we trade makes it particularly susceptible to tightening of dealer credit and the inability to liquidate positions (to control losses, meet margin calls or other purposes). Reliance on Corporate Management and Financial Reporting The strategies we implemented rely on the financial information made available by the issuers in which we invest. This information is potentially suspect due to the distressed condition of certain of the issuers. We have no ability to independently verify the financial information disseminated by the issuers and are dependent upon the integrity of both the management of these issuers and the financial reporting process in general. Recent events have demonstrated the material losses that investors such as the clients can incur as a result of corporate mismanagement, fraud and accounting irregularities. Litigation Risk Litigation is a common feature of event investing. To the extent that we engage in distressed or activist investing, we and/or our clients could be part of a lawsuit. The outcome of such proceedings, which can affect the value of client investments, can be impossible to anticipate, and such proceedings may continue without resolution for long periods of time. Any litigation may consume substantial amounts of our time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. The expenses of litigating claims on behalf of us or a Fund and paying any amounts pursuant to settlements or judgments are borne by the Funds and would, in such case, reduce a Fund’s returns. Moreover, a significant amount of time may pass from a Fund incurring expenses relating to litigation to a Fund receiving any recovery based on such litigation (which is not guaranteed). Therefore, an

investor in a Fund during any period in which a Fund incurs the expenses of litigation may not receive the full, or any, benefit of a Fund’s recovery should the investor partially or fully redeem from a Fund prior to a Fund’s receipt of such benefit. Bankruptcy Proceedings Several of the issuers in which we invest may be, or have been, involved in bankruptcy proceedings. Bankruptcy proceedings are often protracted and their outcomes uncertain. Valuations We have the discretion to value the Funds’ positions in such manner as we deem fair and equitable (including the authority to overrule third‐party dealer valuations). We may have the discretion to value positions for clients with separately managed accounts, with their approval and oversight, or such positions may be valued by the client’s custodian or another valuation agent, as agreed upon with the client. In the event that our valuations are inaccurate, the effect on the Funds could be material and adverse. Additionally, some of our clients’ positions will be difficult to value. The uncertain and fluctuating nature of the valuations of such positions means that the value we have determined may, from time to time, materially misstate actual and/or realizable value. We value illiquid securities in our good faith discretion. There can be no assurance that these valuations will be accurate, despite forming the basis on which investors invest in or redeem their fund interests (as well as the basis for management fee and performance fee calculations). Market Participant Risk The institutions, including brokerage firms and banks, with which our clients trade or invest, may encounter financial difficulties that impair the operational capabilities or the capital position of the client. Competition; Potential Saturation We compete with numerous other investors, many of which have resources substantially greater than ours. Market conditions have become significantly more averse to many strategies than they were in previous years. Clients’ potential profits may be materially reduced as a result of the “saturation” of the alternative investment field. Distressed and High Yield Investment Assets We invest in securities of issuers in weak financial condition or default, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, or involved in bankruptcy or reorganization proceedings. Investments of this type involve substantial financial and business risks that can result in substantial or at times even total losses. Investment in the investment assets of financially troubled companies involve substantial financial and business risks, which are often heightened by an inability to obtain reliable information about the companies and their true financial condition. In addition, the markets for distressed and high yield investment assets are subject to abrupt and erratic price movements and excessive price volatility and are frequently illiquid. Distressed investments may be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability, and a tribunal’s power to disallow, reduce, subordinate, or disenfranchise particular claims. The market prices of such securities are also subject to abrupt and erratic market movements and above‐average price volatility, and the spread between the bid and asked prices of such securities can be greater than those prevailing in other securities markets. It may take several years for the market

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We serve as an investment adviser to the Funds and to separately managed accounts. Investors in the Funds must be “accredited investors” (as defined in Regulation D under the Securities Act of 1933, as amended) and “qualified purchasers” (as defined in the Investment Company Act of 1940 (“Investment Company Act”)). As such, the Funds we manage are exempt from registration as investment companies under the Investment Company Act through the exclusion provided by Section 3(c)(7) of the Investment Company Act. Each Fund imposes minimum investment limits

upon investors in the Fund (such limits can be found in the relevant Fund’s Offering Documents and range from $100,000 to $5,000,000). We also provide investment advisory services to clients that are institutional investors through separately managed accounts. Although we do not generally require a minimum dollar amount of assets in order to open an account, these clients are generally expected to be “qualified institutional, buyers” within the meaning of Rule 144A under the Securities Act of 1933, as amended and at a minimum would meet the suitability requirements, discussed above, for investing in a Fund.

A description of our fees, including a description of performance‐based fees or allocations, is provided above in “Item 5 - Fees and Compensation.” In measuring investors’ assets for the calculation of performance‐based fees, we include realized and unrealized capital gains and losses. Performance‐based fee arrangements create an incentive for us to recommend investments which could be riskier or more speculative than those which would be recommended under a different fee arrangement. Certain clients do not pay such performance-based compensation to the Adviser or its affiliates, and/or pay lower amounts of performance-based or asset-based compensation to us than other clients (i.e. employees and family). Such fee arrangements also create an incentive to favor higher fee-paying accounts over other accounts in the allocation of investment opportunities. However, we have procedures in place that are designed and implemented to ensure that all clients are treated fairly and equitably, and to prevent this conflict from influencing the allocation of investment opportunities among clients. We make investment decisions based on the objectives, investment strategy, asset allocation and benchmark of each Fund and separately managed account. Investment decisions made on behalf of the clients will be in light of the opportunities presented and the needs of the clients. As the objectives, strategies, asset allocations and benchmarks vary among our clients, each client will not necessarily participate in each transaction or security or instrument that might be considered a permissible investment for such client. Please also see “Item 12 - Brokerage Practices” for a further discussion of our policies with respect to transactions entered into on behalf of clients.

As noted in Item 4 above, Pentwater Capital Management LP conducts advisory business collectively with its affiliated Relying Advisers, PWCM New York Inc. and Pentwater Capital Management Europe LLP, which house our New York- and European-based operations, respectively. In structuring the Funds, the Adviser has in some cases (and may again in the future) formed affiliated entities –– to act as a Fund’s manager or general partner (or in a similar capacity, depending on the Fund’s legal structure), and the Adviser and its principals will generally participate in any performance-based fee or allocation and/or other compensation to be received by such affiliated entities. We are not affiliated with any banks, broker‐dealers or custodians. We serve as investment adviser or trading manager to the Funds and to third‐party institutional accounts. The Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. Additionally, the Adviser and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. Although the Adviser and its affiliates manage investments on behalf of a number of clients, investment decisions and allocations will not, in many cases, be made in parallel among all such clients. Certain clients managed by the Adviser or its principals or affiliates may make investments and utilize investment strategies that may not be made or utilized by the Adviser on behalf of all (or any) of its other clients, and may take positions that are opposite those of all or some of the Adviser’s other clients. Accordingly, the various clients managed by the Adviser and its principals and affiliates may produce results that are materially different from those experienced by other clients, and the

records of any investment management activities that the Adviser and its principals and affiliates may engage in on behalf of such clients generally will not be available to any other client. From time-to-time the Adviser intends to launch new trading vehicles. Often these vehicles operate with solely proprietary capital belonging to the Adviser and or its employees for some time prior to raising outside investor funds. If the demand for capacity from outside investors is not present despite solicitation efforts by our firm personnel, it is our intention to allow some of these vehicles to remain open and trading solely proprietary capital indefinitely. These vehicles will typically trade in some of the same instruments in which we invest on behalf of our other advisory clients. Any proprietary trading on behalf of an investment manager that also trades for clients can give rise to potential conflicts of interest, particularly if such trading involves the same instruments in which the adviser trades for its advisory clients. In order to attempt to ensure that proprietary trading by the Adviser does not disadvantage our advisory clients, the Adviser maintains key trade allocation guidelines as well as a compliance testing protocol designed to ensure that clients were not disadvantaged in terms of access to investment opportunity or pricing of transactions. In certain cases, such proprietary trading vehicles may invest in a non-pro rata manner alongside advisory clients. Factors that may be taken into account in making such non-pro rata determinations include, without limitation, relative amounts of capital available for new investments, investor eligibility, tax considerations and the investment program and portfolio positions of our clients, portfolio diversification, risk management, relative exposure to market sectors or investment themes of our clients, anticipated risk and return profiles of the investment, and the availability of other suitable investment opportunities for our clients. Certain investment professionals of the Adviser serve on the board of directors of private or public corporations in connection with investments made by/on behalf of our clients. In certain circumstances, such services may restrict our ability to make investment decisions that otherwise would be in our clients’ best interests. Additionally, the Adviser may have financial or other incentives to favor certain client accounts over others (including, but not limited to, receiving greater compensation from such other accounts). Some accounts may significantly outperform others. However, we will not knowingly or deliberately favor one account over any other on an overall basis (although exact equality of treatment may not be possible in each particular circumstance) and we have designed an allocation policy to ensure that trading activity for, our clients fair and equitable over time.

We have adopted a Code of Ethics (the “Code”) for all of our employees, officers and directors. The Code describes our high standard of business conduct and fiduciary duty to our clients and reflects our policy to maintain the highest standards of service for our clients. The Code includes provisions regarding the confidentiality of investor and other client information, how we address conflicts of interest, policies governing personal trading by our employees and prohibitions on insider trading, among other things. Our employees, officers and directors are required to follow the Code. Our employees are allowed to make personal investments, however, in general with the exception of certain types of securities as described in the Code, employees are not permitted to trade in a security that is held in Pentwater’s client accounts without an exception granted by the CCO of Pentwater. The Code is designed to mitigate any such related conflicts of interest and assure that the personal securities transactions, activities and interests of our employees will not interfere with (i) making decisions in the best interest of the clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code, many transactions require pre‐clearance. Also, we maintain a restricted list of

companies that we have received, or anticipate receiving, confidential or material non‐public information. Certain classes of securities, however, have been designated as “exempt transactions,” based upon a determination that these would not materially interfere with the best interests of our clients and do not require pre-clearance. Pentwater has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as client trades. We anticipate that, in appropriate circumstances, consistent with our investment objectives, we will cause accounts over which we have management authority to effect, and will recommend, the purchase or sale of securities in which we, our affiliates and/or other clients, directly or indirectly, have a position of interest (including through new trading vehicles funded with our proprietary capital, as discussed in Item 10 above). Additionally, as described further in “Item 12 - Brokerage Practices,” we may trade certain client accounts on an aggregated basis when consistent with our obligation of best execution. In such circumstances, the client accounts will share commission costs equally and receive securities at a total average price. We will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a pro rata basis to the extent reasonably practicable. Any exceptions will be explained on the order. It is our general policy not to effect any principal or agency cross securities transactions for client accounts, however, from time to time we may conduct principal transactions in certain circumstances. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker‐dealer, buys from or sells any security to any advisory client. A principal transaction may also be deemed to have occurred if a security is crossed between an affiliated fund and another client account. If and when any such transactions arise, we will establish an advisory committee, the purpose of which is to consider and, on behalf of the investors, approve or disapprove, to the extent required by applicable law or deemed advisable, principal transactions, certain other related party transactions and certain other transactions involving potential conflicts of interest (including any consents required by Section 206(3) of the Advisers Act). The advisory committee may approve of such transactions prior to or contemporaneously with, or ratify such transactions subsequent to, the consummation of such transactions. Under certain circumstances, we may engage in rebalancing transactions whereby a buyer and seller place contemporaneous market orders with separate brokers to purchase and sell, respectively, a certain security. Because each order is executed through the market with separate brokers, these rebalancing transactions are not considered internal cross trades. Rebalancing transactions are only permitted in securities with a robust trading volume such that there is a current market price at the time of the transaction. To the extent that one or both of the accounts that is a party to such transaction is deemed a “principal account”, and where there is insufficient trading volume, or where each order is not executed through the market with separate brokers, such rebalancing transactions will be effected in accordance with Section 206(3) of the Advisers Act. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. The Adviser does not currently effect any agency cross transactions for our clients. Our clients or prospective clients may request a copy of the firm’s Code by contacting us at investor@pwcm.com.

The trades executed on behalf of the clients are cleared through a number of clearing brokers selected by us on terms negotiated with each such clearing broker individually. In general, the clients pay clearing brokers interest on debit balances in their accounts and receive interest on credit balances in accordance with normal commercial practice. We make all the decisions to buy and sell securities for the clients. When selecting brokers, we consider the full range and quality of brokers’ services, including the value of research provided, execution capability, commission rates, financial responsibility, responsiveness, trading experience, reputation and reliability in executing trades, among other factors. We aim to select brokers based on which brokers offer the best quantitative and qualitative execution. The Adviser does not consider client referrals when selecting or recommending a broker-dealer and does not allow clients to direct brokerage to any specific broker-dealer. When selecting brokers to effect portfolio transactions, if we determine in good faith that the amount of transaction costs imposed by a broker is reasonable in relation to the value of the products or services it provides, we can incur transaction costs in an amount greater than the amount that might be incurred if another firm were used. In selecting brokers to effect portfolio transactions, we consider the brokerage and research services provided by them in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). We currently do not have any formal “soft dollar” arrangements with any brokers, but we may receive products or services from brokers, including research reports on particular industries and companies (both proprietary research from the broker and research created or developed by third parties), economic surveys and analyses, meetings with portfolio company management, recommendations as to specific securities and other products or services. As a result, when we use client brokerage commissions to obtain research or other products or services, we receive a benefit because the Adviser does not have to produce or pay for the research, products, or services. Our selection of a broker‐dealer may create a conflict of interest. We may have an incentive to select or recommend a broker-dealer based on our interest in receiving research or other products or services, rather than based on a client’s interest in receiving the most favorable execution. When selecting broker‐dealers to execute transactions, we may cause a client to pay commissions for executing transactions that are higher than the amount of commissions charged by another broker‐ dealer in return for soft dollar benefits. As a result, while we are not a party to any soft dollar agreements, a client may be deemed to be paying for research and other services with “soft” dollars. As described above, we may use such services in connection with our investment decision‐making process with respect to our clients. Such arrangements, however, will not fall outside of the safe harbor for fiduciaries’ use of soft dollar payments established by Section 28(e) of the 1934 Act. Any such brokerage and research services may be used for the benefit of any or all clients, and the brokerage and research services will not necessarily be used for the benefit of all clients equally. Such allocation is in such amounts and proportions as we determine in our sole discretion. Such benefits are not limited to those clients who may have generated a particular benefit, although certain allocations of benefits are connected to particular clients. Where permitted by applicable law, we may combine orders for different clients’ accounts for execution together as a batch or block trade. When making a determination whether to aggregate or bunch orders of several clients, the amount sought for each client is determined by considering the client’s investment objectives and requirements, risk‐management requirements, any limits contained in the clients’ investment guidelines, the amount of assets in each client’s account, the client’s capital availability for the trades considered, and the liquidity and availability of the securities being considered. If the execution occurs at multiple prices, often the average price and associated transaction costs will be allocated to each client account that participated in the order. This is done

to obtain favorable execution, including access to lower commissions and better pricing on the orders. If the order is not filled in full, we will allocate the partially filled order among the participating clients in a manner consistent with applicable law (including the requirements of U.S. Federal securities laws and related SEC rules) and in a manner designed not to systematically favor or disfavor any accounts (unless required by law). Clients that do not participate in the batch or block trade that are separately executed generally will not receive the same price or be charged the same brokerage commissions as those combined in the large batch or block trade, and their execution price and brokerage fees often will not be as favorable as those obtained in the large block or batch trade. Trade Error Policy Account transactions on behalf of clients may be affected on occasion in a manner that differs from what was intended for the account. We review any trade errors that we discover, on a case‐by‐case basis, and decide what corrective steps to take if any, after reviewing the error with one of our principals. The Adviser’s clients generally will be responsible for any losses resulting from trading errors and similar human errors, absent bad faith, fraud, willful misconduct or gross negligence, provided that the Adviser will reimburse a client for losses suffered by such client as a result of trade errors or similar human errors caused by the Adviser’s fraud, bad faith, gross negligence or willful misconduct.

The Adviser does not receive economic benefits from non-clients for providing investment advice and other advisory services. The shares and interests in a Fund are offered directly by the relevant Fund. The Funds, their directors and their managing members do not receive any commissions or other compensation from the sale of the shares and interests. Additionally, we do not receive any commissions or other compensation from the sales of the Funds’ shares and interests. We reserve the right (i) to select, without notice, one or more duly registered selling agents, on either an exclusive or non‐exclusive basis, to distribute the shares or interests of the Funds, and (ii) to pay placement or referral fees to such selling agents, from investors’ subscription proceeds. All affected prospective investors will be informed of any such arrangements prior to the acceptance of their subscriptions. We also may pay fees to or agree to share our management and performance‐based fees with certain selling agents. All such solicitation arrangements will be performed in compliance with rule 206(4)-1 under the Investment Advisers Act.

We are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of our firm or the integrity of our management. Other than as described below, we do not have any material legal or disciplinary events to report. On May 28, 2024, the Financial Supervisory Authority of Norway (“Finanstilsynet”) alleged that certain net short position notification filings were not made timely by an affiliate of the Adviser, Pentwater Capital Management Europe LLP in accordance with certain provisions of the Norwegian Securities Trading Act, and imposed a penalty of NOK 500,000 (USD 47,554). Pentwater Capital Management Europe LLP subsequently appealed, and Finanstilsynet re-iterated its determination and penalty. Additional details regarding this disciplinary event can be found in Pentwater’s Form ADV Part 1, which can be accessed through the SECs Investment Adviser Public Disclosure website https://adviserinfo.sec.gov/.

We monitor our clients’ holdings on a continuous basis. Additionally, all positions are reconciled between us and the clients’ custodians and administrator on a daily basis. A review of a client account will be triggered by any unusual activity or special circumstances. Written reports are made available to all investors in the Funds on a periodic basis setting forth the unaudited statement of the rate of return of the relevant Fund and for such investor and other relevant financial information. Audited financial statements for the relevant Fund, along with all relevant federal income tax information, are delivered to investors in the Funds after the end of each fiscal year.

We are subject to the Custody Rule with respect to each Fund because we, or one of our affiliates, serve as managing members to the U.S. domiciled Funds and due to our authority pursuant to the Funds investment management agreements. We do not serve as the qualified custodian of any of the assets of these Funds (or any other Funds or clients the Funds’ funds and securities are maintained with qualified custodians. The Funds’ custodians are listed in Section 7.B.(1) of Schedule D of our ADV Part 1A. Our use of prime brokers is reviewed periodically and may change without notice. With respect to the Funds we satisfy the applicable regulatory requirements related to custody by ensuring (i) that each Fund (including Funds for which we do not serve as managing member) is subject to an annual audit by an independent accounting firm that is registered with and examined by the Public Company Accounting Oversight Board and (ii) that audited financial statements for each Fund are provided to their respective investors within 120 days after the applicable Fund’s fiscal yearend. We do not have custody over the assets of the separately managed accounts.

We exercise full investment discretion over all of our clients. The Adviser or an affiliate of the Adviser established trading authority through the investment management agreement that we enter into with the approval of the Fund’s board of directors, or in the case of the U.S. domiciled Funds, with the approval of the Fund’s managing member. We established discretionary authority with respect to the separately managed accounts through the investment management agreement with the beneficial owner of each managed account. Such discretion is exercised in a manner consistent with the stated investment objectives and guidelines for each Fund. Similarly, our investment decisions and advice with respect to each managed account client are subject to each managed account client’s investment objectives and guidelines, as set forth in the managed account client’s investment management agreement.

We have adopted proxy voting policies and procedures to guide our exercise of this responsibility on behalf of our clients. These proxy voting policies and procedures are designed to ensure that all proxies are voted in our clients’ best interests, without regard to our own interests or the interests of related parties. Conflicts of interest may arise between the interests of the clients on the one hand, and us or our affiliates, on the other hand. If we determine that we may have a conflict of interest when voting proxies, we will make a determination of how to proceed in accordance with our proxy voting policies and procedures. Clients may obtain a copy of our proxy voting policies and our proxy voting record upon request. Generally, clients may not direct our vote in a particular solicitation. Our proxy voting policy is designed to be responsive to proxy voting subjects that may effect the investment value of our clients’ securities. While we reserve the right to depart from the guidelines outlined in our proxy voting policies, we approach proxy voting by generally favoring certain proposals and considering others on a case‐by‐case basis. For example, we generally favor proposals promoting transparency and accountability within a company and generally support management on routine matters as well as director elections and auditor appointments. We also consider issues on a case‐by‐case basis, such as corporate reorganizations, executive compensation plans and social, political and environmental proposals. In any event, we may diverge from the proxy voting guidelines where doing so would be in the best interest of our clients. We use the service provider, Institutional Shareholder Services (“ISS”), to help track and document proxy votes. We attempt to process every proxy we receive; however, there may be situations in which we will be unable to vote proxies. Our proxy voting policies are reviewed on an annual basis.

Clients may obtain a copy of our proxy voting policy or information regarding this proxy voting policy, including how we voted on specific proxies. Clients may request such information by contacting us at investor@pwcm.com.

We have no financial condition that is reasonably likely to impair our ability to meet contractual and fiduciary commitments to our clients and have not been the subject of a bankruptcy proceeding at any time in the past ten years. We do not require or solicit prepayment of fees six months or more in advance and therefore are not required to include a balance sheet for our most recent fiscal year.