Rubric Capital Management LP

Rubric Capital Management LP is a Delaware limited partnership (hereinafter “Rubric Capital,” “we”, “us”, “our,” “Investment Manager” or the “Firm”) and was founded by David Rosen (hereinafter the “Principal”), on March 24, 2016. Mr. Rosen serves as the managing member of Rubric Capital Management GP LLC, a Delaware limited liability company, which serves as the general partner of the Firm. Rubric Capital provides discretionary investment management services to qualified investors through its private funds: Rubric Capital Master Fund LP, a Cayman Islands exempted limited partnership (the “Master Fund”); Rubric Capital Partners LP, a Delaware limited partnership (the “Onshore Fund”); Rubric Capital Offshore Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund”); Rubric Long Term Opportunities Onshore Master Fund LP, a Delaware limited partnership (the “Onshore LTO Master”); Rubric Long Term Opportunities Onshore Fund LP, a Delaware limited partnership (the “Onshore LTO Feeder”); Rubric Long Term Opportunities Offshore Master Fund LP, a Cayman Islands limited partnership (the “Offshore LTO Master” and collectively with the Onshore LTO Master, the “LTO Master Funds”); and Rubric Long Term Opportunities Offshore Fund LP, a Cayman Islands limited partnership (the “Offshore LTO Feeder”). Rubric Capital also acts as a sub-adviser to separate series of equity interests in two private funds managed by a registered investment adviser unaffiliated with Rubric Capital (collectively, the “Separate Series”). The Onshore and Offshore Funds (each a “Feeder Fund” and collectively, the “Feeder Funds”) conduct all investing and trading activities through, and invest all of their investable assets in, the Master Fund. The Onshore LTO Feeder and the Offshore LTO Feeder (each an “LTO Feeder Fund” and collectively the “LTO Feeder Funds”) conduct all investing and trading activities through, and directly or indirectly invest all of their investable assets in, the Onshore LTO Master and/or the Offshore LTO Master, as applicable. Rubric Capital GP LLC, a Delaware limited liability company (the “General Partner”), serves as the general partner of the Onshore Fund, the Master Fund, the Offshore LTO Feeder, and the Offshore LTO Master. Rubric Long Term Opportunities GP LLC, a Delaware limited liability company, serves as the general partner for the Onshore LTO Feeder and the Onshore LTO Master (the “Onshore LTO General Partner” and with the General Partner, the “General Partners”). The Offshore Fund is overseen by a board of directors (the “Board of Directors”). The Offshore Fund’s shareholders, the Onshore Fund’s limited partners, the LTO Feeder Funds’ limited partners and the Separate Series’ interest holders are hereafter individually or collectively referred to as the “Investors” where appropriate. We do not tailor our advisory services to the individual needs of any particular Investor. The Master Fund, Offshore Fund, and Onshore Fund are each referred to as a “Rubric Fund” and collectively as the “Rubric Funds”. The LTO Master Funds, Offshore LTO Feeder and Onshore LTO Feeder are each referred to as an “Rubric LTO Fund” and collectively as the “Rubric LTO Funds”. The Master Fund, the LTO Master Funds and the Separate Series are collectively referred to below as the “Accounts” where applicable, and the Rubric Funds and the Rubric LTO Funds are collectively referred to as the “Funds” where applicable. We do not currently participate in any Wrap Fee Programs.

As of December 31, 2025, we had regulatory assets under management (RAUM) in the approximate amount of $9,581,125,895 which we manage on a discretionary basis.

Rubric Capital’s compensation for the investment advisory services it provides to the Rubric Funds and the Separate Series is comprised of an asset-based management fee and an incentive allocation that is based on the performance achieved for the account of each Investor. The fees and expenses applicable to each Rubric Fund are set forth in detail in each Feeder Fund’s offering memorandum. A brief summary of fees and expenses for the Rubric Funds is provided below. Rubric Capital’s compensation for the investment advisory services it provides to the Rubric LTO Funds is comprised of an asset-based management fee and a carried interest distribution that is based on the performance achieved for the account of each Investor. The fees and expenses applicable to each Rubric LTO Fund are set forth in detail in each LTO Feeder Fund’s offering memorandum. A brief summary of fees and expenses for the Rubric LTO Funds is provided below. The fees, expenses and incentive allocation with respect to the Separate Series are set forth in the sub-management agreements between the Firm and the manager of the private funds of which the Separate Series are a part. Management Fee Rubric Funds The Feeder Funds have three series of limited partnership interests/shares, series F1 limited partnership interests/shares, Series F2 limited partnership interests/shares, and Series A limited partnership interest/shares. Series F1 limited partnership interest/shares and Series F2 limited partnership interests/shares are currently not available for investment but may be offered at any point in the future in the sole discretion of the Feeder Funds. The Master Fund will pay the Firm on behalf of the Feeder Funds a quarterly management fee for different series or classes of interests/shares in the Feeder Funds that generally range from 1.15% to 1.5% per annum (collectively, the “Management Fee”). The Master Fund will pay the Management Fee generally by the end of the first month of each fiscal quarter . The Management Fee will be prorated and payable as of a “subscription date” for any capital contribution/subscription by an Investor that is effective other than as of the first day of a fiscal quarter. In the event of a withdrawal/redemption by an Investor other than as of the last day of a fiscal quarter, the Firm will return to the Master Fund, and the Master Fund will pay to the applicable Feeder Fund for payment to, or credit to the capital account/shares of, the withdrawing/redeeming Investor, an amount equal to the pro rata portion of the Management Fee based on the actual number of days remaining in such fiscal quarter. The Management Fee may be waived, reduced or calculated differently with respect to the capital account/shares of any Investor, including, without limitation, any member, partner, affiliate or employee of the General Partner or the Firm and any family member of such persons. The General Partner’s capital account will not be debited with any Management Fee. Management Fee Rubric LTO Funds

The LTO Master Funds will pay the Firm on behalf of the LTO Feeder Funds a quarterly management fee in the amount of 1.0% per annum (the “LTO Management Fee”), of the Investors’ invested capital. The LTO Feeder Funds will pay the LTO Management Fee generally by the end of the first month of each fiscal quarter. Any Investor in an LTO Feeder Fund that is also an Investor in a Rubric Fund will not be charged the LTO Management Fee as long as it remains an Investor in a Rubric Fund. The LTO Management Fee may be waived, reduced or calculated differently with respect to the capital account of any Investor, including, without limitation, any member, partner, affiliate or employee of the General Partners or the Firm and any family member of such persons. The General Partners’ capital accounts will not be debited with any Management Fee. Incentive Allocation Rubric Funds The General Partner will be entitled to share in the appreciation in value of each Investor’s capital account balance, subject to a loss carry-forward procedure. Generally, at the end of each fiscal year, the Master Fund will reallocate from each Investor’s capital account an amount ranging from 16.5% to 20% of the net capital appreciation for the fiscal year allocated to the Investor’s capital account. The net capital appreciation upon which the calculation of the incentive allocation is based will be reduced by the loss carry-forward procedure. The incentive allocation may be waived, reduced or calculated differently with respect to certain Investors. If an Investor withdraws/redeems capital other than as of fiscal year-end, the Master Fund will make an incentive allocation based on year-to-date performance, in proportion to the reduction in the Investor’s relevant account balance caused by the withdrawal/redemption. Those incentive allocations will reduce the withdrawal/redemption proceeds payable to the withdrawing/redeeming Investor. Investors may withdraw/redeem capital after the allowable lock-up period has expired. Withdrawal/redemption proceeds from the portion of a capital account that is still within the lock-up period will be reduced by an amount equal to 4% of the amount requested to be withdrawn/redeemed. Please refer to each Feeder Fund’s offering memorandum for a more detailed description of withdrawal/redemption requirements and limitations. Co-investment vehicles that may be formed and managed in the future may have different management fees and/or performance-based compensation terms than as described above for the Funds. Carried Interest – Rubric LTO Funds The Onshore LTO General Partner is entitled to receive a carried interest distribution from the Onshore LTO Master, and the General Partner is entitled to receive a carried interest distribution from the Offshore LTO Master, each as more specifically set forth in the respective offering memoranda of the LTO Feeder Funds. Each of the Onshore LTO General Partner and the General Partner may, in its sole discretion, elect to reduce, waive or calculate differently the carried Interest distributions with respect to any Investor, and allocations and distributions to such Investor will be adjusted accordingly; provided that no such adjustment

will cause any Investor to bear a greater amount of carried interest distributions than would be the case if no such adjustment were made. Other Types of Fees or Expenses The Feeder Funds and the LTO Feeder Funds, as applicable, bear their own expenses and their pro rata share of the Master Funds’ expenses and any trading subsidiary’s expenses, including, without limitation, the following: (i) the Management Fee; (ii) expenses related to the research, due diligence and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments, including, without limitation, the following: third-party investment sourcing fees; fees and expenses related to obtaining research and market data (including, without limitation, any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data); due diligence expenses including, without limitation, consulting and appraisal fees; research related travel expenses; brokerage, prime brokerage and futures commission merchant fees, commissions and expenses; expenses relating to short sales; clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and fees related to financings or refinancings; fees and expenses of proxy research and voting services; and fees and expenses of third-party professionals, including, without limitation, consultants, investment bankers, attorneys and accountants; (iii) organizational and reorganizational expenses; and (iv) operational expenses, including, without limitation, the following: fees and expenses relating to information technology hardware, software or other technology (including, without limitation, costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate compliance with the rules of any self-regulatory organization or applicable law (including, without limitation, reporting obligations), facilitate and manage the order execution of securities by the Master Fund, the LTO Master Funds or any trading subsidiary or otherwise manage the Feeder Funds, the LTO Feeder Funds, the Master Fund, the LTO Master Funds or any trading subsidiary, such as Bloomberg terminals and order management systems; third-party administrative fees and expenses; fees and expenses of third-party professionals, including, without limitation, consultants, valuation service providers, attorneys and accountants; the costs of any litigation or investigation involving activities of the Feeder Funds, the LTO Feeder Funds, the Master Fund, the LTO Master Funds or any trading subsidiary; third-party audit and tax preparation expenses; insurance expenses, including, without limitation, premiums for cybersecurity insurance and liability insurance covering the General Partners, the Firm and the members, partners, officers, employees and agents of any of them, and each member of the advisory board to the Master Fund; fees and expenses of the advisory board to the Master Fund; expenses of the investment advisory committee to the LTO Feeder Funds; fees and expenses (including, without limitation, director registration fees) of any Fund’s and any trading subsidiary’s directors and officers (including any anti-money laundering officers); costs of preparing and distributing reports and notices; taxes; expenses incurred in connection with negotiating and complying with provisions of any side letter agreement; fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Feeder Funds, the LTO Feeder Funds, the Master Fund, the LTO Master Funds or any trading subsidiary, including, without limitation, any governmental, regulatory, licensing, filing or registration fees or taxes (including, without limitation, fees and expenses incurred in connection with the preparation and filing of Section 13 filings, Section 16 filings and other similar regulatory filings); expenses incurred in connection with the offering and sale of the Interests and other similar expenses related to the Feeder Funds or the LTO Feeder Funds (excluding fees payable to any placement agent);

extraordinary expenses, including, without limitation, the following: indemnification expenses; fees and expenses incurred in connection with any tax audit by any tax authority, including, without limitation, any related administrative and judicial review; for the LTO Feeder Funds, all principal, interest, expenses and costs incurred in connection with any credit facility of an LTO Master Fund or such other indebtedness, including in connection with the repayment of any amounts, including principal, interest, expenses and costs under such credit facility; and fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of the Feeder Funds, the LTO Feeder Funds, the Master Fund, the LTO Master Funds or any trading subsidiary. Generally, all expenses borne by the Feeder Funds or the LTO Feeder Funds, other than the Management Fee and any expenses that the General Partners or the board of directors determines, as the case may be, should be allocated to a particular Investor or Investors (e.g., Investor related taxes), will be debited to or charged to all of the capital accounts/shares on a pro rata basis. To the extent that expenses to be borne by the Feeder Funds are paid by the General Partner, or to be borne by the LTO Feeder Funds and are paid by the LTO General Partner or the General Parter, or the Firm, the Feeder Funds or the LTO Feeder Funds, as applicable, will reimburse such party for such expenses. The Rubric Funds do not have a pre-determined limit on their ordinary or extraordinary operating expenses. Certain operational expenses and the portion of the offering expenses of the Rubric LTO Funds being amortized for each fiscal year in the aggregate are capped at 80 basis points of the aggregate capital commitments of the Rubric LTO Funds for such fiscal year. The Rubric Funds’ and the Rubric LTO Funds’ actual annual operating expenses are disclosed in the Funds’ year-end audited financial statements, which are provided to each Investor. Please refer to each Feeder Fund’s and each LTO Feeder Fund’s offering memorandum for a more detailed description of Fund expenses. Allocation of Expenses Among Accounts and Co-Investors The Investment Manager seeks to fairly allocate expenses among the Accounts. Generally, Accounts and co-investors that own an investment will share in expenses related to such investment, including expenses originally charged solely to any Account. However, it is not always possible or reasonable to allocate or re-allocate expenses to a co-investor, depending upon the circumstances surrounding the applicable investment (including the timing of the investment) and the financial and other terms governing the relationship of the co-investor to the Accounts with respect to the investment, and, as a result, there may be occasions where co-investors do not bear a proportionate share of such expenses. In addition, where a potential investment is contemplated but ultimately not consummated, potential co-investors generally will not share in any expenses related to such potential investment, including expenses borne by any Account with respect to such potential investment.

Investment Objective Rubric Funds The investment objective of the Rubric Funds and the Separate Series is to achieve capital appreciation and maximize risk-adjusted absolute returns. The Firm employs a value-oriented long/short strategy comprised of, but not limited to, a book of deep-value long positions and an alpha short book that is core to its strategy. The Firm will generally seek to maintain a low net exposure in pursuing its objective, and thus the Firm believes that the Rubric Funds and the Separate Series’ performance will likely depend to a greater degree on individual stock selection than it will on movements in broad market averages. The Firm employs a fundamental and multi-year perspective in identifying the Accounts’ core investments from a universe generally comprised of equities and debt in all sectors. Furthermore, the Firm implements a disciplined approach to risk management and capital preservation at the position, portfolio and firm levels in seeking to maximize the delivery of alpha from both its long and short investments. Investment Objective Rubric LTO Funds The investment objectives of the LTO Master Funds are to achieve capital appreciation and maximize absolute returns. The Investment Manager employs a value-oriented long strategy comprised of, but not limited to, a book of deep-value long positions that may be hedged, depending on market conditions. The LTO Master Funds employ a fundamental and multi-year perspective in identifying their core investments, with a focus on those investments that may be considered to be “illiquid,” “distressed” or otherwise take a substantial amount of time to achieve the LTO Master Funds’ objective. From time to time, the LTO Master Funds may, in their discretion, choose to actively engage with the management of the companies they invest in for the purpose of furthering such objective. Furthermore, the LTO Master Funds implement a disciplined approach to risk management and at the position and portfolio levels in seeking to maximize the delivery of alpha from their long investments. Methods of Analysis Portfolio Construction The Firm takes several factors into account when sizing positions in the Accounts’ portfolios, including, but not limited to, the potential upside weighed against the risk of any specific

investment thesis, its conviction in the probability of this expected outcome, and the trading liquidity of the investment. Because of the inherent risk asymmetry of long and short positions 1 the Accounts typically will hold 50 to 100 long positions and 70 to 120 short positions, though these numbers can vary based on market opportunities and individual stock liquidity. Long positions are typically sized at 1% to 8% of the Accounts’ net equity, whereas the target weighting for short positions is roughly half of the long side, or 0.5% to 4%, although position size may vary at the discretion of the Firm. The Separate Series generally invest on a pari-passu basis with the Master Fund. Because of the inherent risk of long positions, the LTO Master Funds typically will hold 5 to 20 long positions, though these numbers can vary based on market opportunities and individual stock liquidity. Long positions are typically sized at 5% to 20% of the LTO Master Funds’ net equity, although position size may vary at the discretion of the Investment Manager. Gross and Net Exposures (Leverage) The Accounts’ net exposure on equity, which measures the Accounts’ exposure to market fluctuations, varies between 0% and 35% of the Accounts’ net asset value under normal market conditions but may, depending on market conditions and at the discretion of the Firm, exceed 50%. Fluctuations in the Accounts’ net exposure will result primarily from changes in individually selected fundamental long and short positions and not from efforts by the Firm to time the market or to make directional market bets. Thus, the Firm believes that the Accounts’ performance will likely depend to a greater degree on individual stock selection than it will on movements in broad market averages. The Accounts have the ability to borrow money and may do so when deemed appropriate by the Firm, including to seek to enhance the Accounts’ returns and manage fund liquidity. The Firm expects, but does not guarantee, the leverage of the Accounts, as measured by their respective gross exposures, to vary between 150% and 250% of their net asset values under normal market conditions but may, depending on market conditions and at the discretion of the Firm, exceed 275%. The Firm believes that the increased risk exposure that goes with such leverage is sufficiently mitigated by the disciplined use of short positions, rigorous portfolio construction and risk management. Risk Management & Liquidity The Firm approaches risk management from both a stock specific level and a portfolio level. Each investment is rigorously evaluated from a risk/return perspective and sized appropriately to the Firm’s expectation. Additionally, most positions in the portfolio are generally not more than three times the daily average volume traded on its primary exchange. In the case of debt instruments, positions will generally not be more than 5% of the debt outstanding of an issuer but may, depending on market conditions and at the discretion of the Firm, exceed such percentage. These liquidity guidelines should help the Firm adjust exposures and exit positions, when necessary. At a portfolio level, the Firm considers the investment opportunity set as well as the overall macroeconomic environment when managing the Accounts’ gross and net exposures. For example, in periods of extreme market volatility it may be prudent for net and gross exposures to be reduced, whereas in more benign periods it may be expected for net and gross exposures to be at the higher end of the ranges stated earlier. The Firm actively uses real-time exposure systems, risk factor analytics and various other portfolio reporting tools to make its assessments.

While a long investment can theoretically return many times its own value and only lose 100% of its value, a short position can theoretically lose many times its value, but can, at most, return 100%.

Trading Subsidiaries The Accounts may effect one or more of the foregoing strategies either directly by purchasing securities or indirectly, for tax, regulatory or other reasons, by investing through one or more trading subsidiaries organized by the Firm. Changes in the Investment Program Subject to applicable law and any express restrictions set forth, as applicable, in the applicable limited partnership agreement, articles of association or offering memorandum of a Rubric Fund or Rubric LTO Fund, or the sub-management agreement between the Firm and the manager of the private funds of which the Separate Series are a part, as each may be amended from time to time, the Firm may change the Master Fund’s, the LTO Master Funds’ and the Separate Series’ investment strategy or policy at any time. Focused Scope of Co-Investment Vehicles Co-investment vehicles may only make a limited number of or a single investment and if such investments involve a high degree of risk, poor performance by a single investment could substantially and adversely affect the returns of any such co-investment vehicle, to an extent that is disproportionate when compared to the other Funds. Risk of Loss Factors Investing in securities involves risk of loss that Investors should be prepared to bear. The following summary of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Rubric Funds or the Rubric LTO Funds. Prospective investors are urged to consult their professional advisers and are directed to the legal documents for each Fund, including the “Certain Risk Factors” section in such Fund’s offering memorandum, before deciding to make an investment in a Fund. Risks Relating to the Operations and Investment Activities of the Funds The Funds depend on the Investment Manager to develop and implement appropriate systems for the Funds’ activities. The Funds rely heavily and on a daily basis on financial, accounting and other data processing systems to execute, clear and settle transactions across numerous and diverse markets and to evaluate certain securities, to monitor their portfolios and capital, and to generate risk management and other reports that are critical to oversight of the Funds’ activities. In addition, the Funds relies on information systems to store sensitive information about the Funds, the Investment Manager, their affiliates and the Investors. Certain of the Funds’ and the Investment Manager’s activities will be dependent upon systems operated by third parties, including prime brokers, fund administrators, market counterparties and other service providers, and the Investment Manager may not be in a position to verify the risks or reliability of such third-party systems. Failures in the systems employed by the Investment Manager, prime brokers, fund administrators, counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Disruptions in the Funds’ operations may cause the Funds to suffer, among other things, financial loss, the disruption of their business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on the Funds and the Investors’ investments therein.

Cybersecurity Risk As part of its business, the Investment Manager processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Funds and personally identifiable information of Investors. Similarly, service providers of the Investment Manager or the Funds, especially fund administrators, may process, store and transmit such information. The Investment Manager has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Investment Manager may be susceptible to compromise, leading to a breach of the Investment Manager’s network. The Investment Manager’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services, if any, provided by the Investment Manager to the Investors may also be susceptible to compromise. Breach of the Investment Manager’s information systems may cause information relating to the transactions of the Funds and personally identifiable information of Investors to be lost or improperly accessed, used or disclosed. The service providers of the Investment Manager and the Funds are subject to the same electronic information security threats as the Investment Manager. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Funds and personally identifiable information of Investors may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of the Investment Manager’s or the Funds’ proprietary information may cause the Investment Manager or the Funds to suffer, among other things, financial loss, the disruption of their business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Funds and Investors’ investments therein. Investment and Trading Risks The Funds may be deemed a highly speculative investment and are not intended as a complete investment program. Our investment opportunities are designed only for sophisticated persons who are able to bear the economic risk of the loss of their entire investment and who have a limited need for liquidity. The following is a summary of certain risks that should be carefully evaluated before making an investment in the Funds. Limited Liquidity An investment in a Fund has limited liquidity because Investors will generally have only limited rights to withdraw/redeem capital from the Feeder Funds or the LTO Feeder Funds or transfer their interests/shares, and the Feeder Funds have the right to suspend withdrawals/redemption, as described in their respective offering memorandums. Investors must be prepared to bear the financial risks of an investment in the Feeder Funds for an indefinite period of time, and in the LTO Feeder Funds for the duration of the term. The withdrawal/redemption rights of an Investor in the Separate Series are set by the manager of the private fund of which the Separate Series is a part.

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Our clients are the Rubric Funds, the LTO Funds, and the Separate Series. The minimum initial investment for each Investor of Series A shares/interests is $5,000,000. An Investor generally may make additional capital contributions/subscriptions to the Feeder Funds in amounts of at least $100,000. The Rubric LTO Funds are not accepting any additional investments. The Board of Directors for the Offshore Fund and General Partner of the Onshore Fund may accept capital contributions/subscriptions of lesser amounts or establish different minimums or reject any capital contribution/subscriptions, in whole or in part, for any reason or no reason. The minimum initial investment for an Investor in the Separate Series is set by the manager of the private fund of which the Separate Series is a part.

While we do not presently have any clients that are not subject to performance-based fees or incentives, performance-based allocations arrangements may create an incentive for us to recommend investments which may be riskier or more speculative than those which we would recommend under a different arrangement. Such arrangements also may create an incentive to favor higher paying accounts over other accounts in the allocation of investment opportunities. We have designed and implemented procedures to seek to ensure that the

Accounts and Investors are treated fairly and equally, and to seek to prevent this conflict from influencing the allocation of investment opportunities among the Accounts.

The (i) General Partner, with respect to the Onshore Fund, the Master Fund, and the LTO Offshore Feeder, (ii) Onshore LTO General Partner with respect to the Onshore LTO Master and LTO Onshore Feeder, and (iii) Firm, with respect to the Offshore Fund, have each claimed an exemption from registration with the CFTC as a CPO pursuant to CFTC Rule 4.13(a)(3). The (i) General Partner, with respect to the Master Fund, the Onshore Fund, the Offshore LTO Feeder and the Offshore LTO Master, (ii) Onshore LTO General Partner, with respect to the

Onshore LTO Master and Onshore LTO Feeder, and (iii) Firm, with respect to the Offshore Fund, has claimed an exemption as a CTA pursuant to CFTC Rule 4.14(a)(8), and with respect to the Separate Series, pursuant to CFTC Rule 4.14(a)(10).

Code of Ethics Rubric Capital has adopted a “Code of Ethics” that establishes the high standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Employees also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles: • • •

Employees must at all times place the interests of the Funds first; Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics; and Employees should not take inappropriate advantage of their position at the Firm.

We will provide a copy of our Code of Ethics to our Investors, or any prospective investor or client, upon request. Participation or Interest in Client Transactions Many of our employees have personal securities accounts. This may present a conflict where an employee is in a position to trade (in the employee's personal securities accounts) in a manner that could adversely affect the Funds (for example, by placing his or her own trades before or after Fund trades are executed in order to benefit from any price movements due to the Funds’ trades). As indicated above, we have adopted a pre-clearance policy in an effort to minimize and/or eliminate such conflicts. A situation may arise where certain investments (including investments in private placement securities) held by one or more of the Accounts may be traded from one or more of the Accounts to one or more other Accounts, including for the purpose of rebalancing the portfolios of such Accounts. For example, certain "cross" trades may occur between two or more Accounts. Any such transactions will be conducted in accordance with, and subject to, Rubric Capital's and/or its affiliates' fiduciary and best execution obligations to each Account, as applicable. Co-Investments The Investment Manager and its affiliates may, from time to time, offer one or more Investors and/or other third-party investors the opportunity to co-invest with the Master Fund in particular investments. The Investment Manager and its affiliates are not obligated to arrange co-investment opportunities, and no Investor will be obligated to participate in such an opportunity. The Investment Manager and its affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular Investors and may allocate co-investment opportunities instead to third parties. If the Investment Manager

determines that an investment opportunity is too large for the Master Fund and the Separate Series, the Investment Manager and its affiliates may, but will not be obligated to, make proprietary investments therein. The Investment Manager or its affiliates may receive fees and/or allocations from co-investors, which may differ as among co-investors and also may differ from the fees and expenses borne by the other Funds. Personal Trading / Gift Giving / Outside Business Activities / Political Contributions All of our employees are required to direct their brokers to send duplicate copies of personal discretionary brokerage account statements to the CCO. These records are used to monitor compliance with Rubric’s employee personal trading policies. Employees must also obtain preapproval from the CCO before: (i) purchasing or selling securities (with limited exceptions such as transactions in government issued securities, high quality short term debt instruments, money market funds, and shares of open-end mutual funds); (ii) engaging in any outside business activities; (iii) making any private investments, or (iv) receiving an allocation of an initial public offering. In addition, the Code of Ethics contains restrictions on the giving and receiving of gifts and entertainment, prohibitions on serving on the boards of outside companies without prior approval, and policies and procedures concerning political contributions in connection with Rule 206(4)-5 of the Advisers Act.

Rubric Capital is authorized to determine the broker-dealer to be used for executing securities transaction for the Funds. In selecting 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. It is not our practice to negotiate “execution only” commission rates; therefore, the Funds may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. We also have the authority to select and appoint custodians of the assets of the Rubric Funds. The Firm’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. Best Execution Portfolio transactions for the Master Fund, the LTO Master Funds and the Separate Series will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to the Firm and/or certain clients, but not beneficial to all clients. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, the Firm may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers’ or dealers’ facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow.

Soft Dollars The Firm may use “Soft Dollars” generated by the Funds’ trading activities to purchase research services or products that would otherwise have been the Firm’s expense. The Firm intends to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Securities Exchange Act of 1934. Capital Introduction From time to time, brokers (including the prime brokers) may assist the Rubric Funds in raising additional funds from investors. Additionally, brokers may provide capital introduction and marketing assistance services, and representatives of the Firm may speak at conferences and programs sponsored by the brokers, for investors interested in investing in private investment funds. Through such events, prospective investors in a Rubric Fund may encounter representatives of the Firm. Brokers may also provide other services, including, without limitation, consulting services relating to technology and office space. Although neither the Firm nor any Fund compensates brokers for such assistance, events or services, or for any investments ultimately made by prospective investors attending such events, such activities may influence the Firm in deciding whether to use such broker in connection with brokerage, financing and other activities of the Master Fund. Subject to its obligation to seek best execution, the Firm may consider referrals of investors to the Rubric Funds in determining its selection of brokers. However, the Firm will not commit to an investor or a broker to allocate a particular amount of brokerage in any such situation. Order Aggregation and Average Pricing If the Firm determines that the purchase or sale of a security is appropriate with regard to one or more clients (including the Master Fund or the LTO Master Funds), the Investment Manager may, but is not obligated to, purchase or sell such a security on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating client will receive the average price, with transaction costs generally allocated pro rata based on the size of each client’s participation in the order (or allocation in the event of a partial fill) as determined by the Firm. In the event of a partial fill, allocations may be modified on a basis that the Firm deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by the Firm. As a result, certain trades in the same security for one client (including a client in which the Firm and its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved.

This Item is inapplicable.

We have no disciplinary disclosures to make that are required in the Brochure.

Our Principal and investment professionals continuously monitor and analyze the transactions, positions, and investment levels of the Funds to ensure that they conform with the investment objectives and guidelines that are stated in the Funds’ offering documents. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price

levels. Rubric engages in active management for the Funds and the Firm reviews transactions, positions and cash balances on a daily basis. Account Reporting We will provide each Investor in a Rubric Fund and a Rubric LTO Fund with the following reports: (i) audited annual financial reports with respect to the previous fiscal year within 120 days of fiscal year end, (ii) unaudited monthly account statements and performance reports; (iii) annual tax information to complete any applicable tax returns.

Rubric Capital may be deemed to have custody of client funds and securities because it has 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. Account statements related to the clients are sent by qualified custodians to the Firm. Rubric Capital is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

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. Additionally, the Firm has full discretion over the broker-dealers to be used for transactions and the commissions to be paid to those broker-dealers. These terms are established in the offering documents of each Fund.

To the extent that we are delegated proxy voting authority on behalf of the Funds, we will comply with our proxy voting policies and procedures that are designed to ensure that such proxies are voted in the best interest of the Funds. Generally, the Investors may not direct voting of proxies. Upon request, we will provide Investors with a copy of our proxy voting policies and procedures and/or a record of all proxy votes cast by the Funds.

This Item is inapplicable.