Sachem Head Capital Management LP

The Adviser The Adviser is a limited partnership organized in November 2012 under the laws of the State of Delaware. Uncas GP LLC (“Uncas”) is a limited liability company organized in November 2012 under the laws of the State of Delaware and serves as the general partner of the Adviser. Scott D. Ferguson, as a limited partner of the Adviser and as the managing member of Uncas, is the principal owner of the Adviser and controls the Adviser. The general partner of the Adviser has ultimate responsibility for the management and operations of the Adviser. The Adviser serves as investment manager for Sachem Head LP (“SH Onshore”), Sachem Head Offshore Ltd. (“SH Offshore”), and Sachem Head Master LP (“SH Master”, and together with SH Onshore and SH Offshore, the “SH Funds”). SH Onshore and SH Offshore generally implement substantially similar investment objectives, policies and strategies. SH Offshore participates in the investment strategy through SH Master. Sachem Head GP LLC (“SH GP”) is an affiliate of the Adviser and serves as the general partner of SH Onshore and SH Master. Mr. Ferguson is the managing member of SH GP. The Adviser also serves as the investment manager for a long-only fund structure that launched in September 2021. SH Stony Creek Master Ltd. (“Stony Creek Master”) is the master fund in the fund structure. SH Stony Creek LP and SH Stony Creek Offshore Ltd. serve as feeder funds to Stony Creek Master (collectively, the “Stony Creek Funds”). SH Stony Creek GP LLC (“Stony Creek GP”) serves as the general partner of SH Stony Creek LP. Mr. Ferguson is the managing member of Stony Creek GP. The Adviser may, from time to time, serve as the investment manager for additional funds or products, including, without limitation, co-investment vehicles or “spill-over” accounts. The SH Funds and the Stony Creek Funds are collectively referred to herein as the “Funds”, and each is referred to individually as a “Fund”. The Adviser provides investment advisory services on a discretionary basis to the Funds, which are commingled investment vehicles intended for institutional investors and other sophisticated investors. In providing such services to the Funds, the Adviser formulates its investment objective, directs and manages the investment and reinvestment of each Fund’s assets and provides reports to Fund investors. The Adviser manages the assets of each Fund in accordance with the terms of the governing documents applicable to each Fund. Investment advice is provided directly to the Funds and not individually to underlying investors in the Funds. Investors in the Funds do not have the ability to direct any Fund investments or strategies. Interests in the Funds are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Funds are not registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests in the Funds are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements, either in private transactions within the United States or in offshore transactions. The Adviser does not

participate in any wrap-fee programs. As of December 31, 2025, the Adviser had $7,157,720,307 in regulatory assets under management on a discretionary basis. The Adviser does not manage any client assets on a non-discretionary basis.

The Adviser and its affiliates typically receive compensation from the Funds from the following sources: (a) fees based on a percentage of the net assets of the relevant Fund, and (b) fees based on a percentage of the performance of the relevant Fund. Investors should review all fees charged by the Adviser and its affiliates to fully understand the total amount of fees to be paid by the Funds and, indirectly, by investors in the Funds. Management Fees. The SH Funds generally pay the Adviser a management fee (the “Management Fee”) of 1.50% per annum. The Stony Creek Funds generally pay the Adviser a Management Fee of 1.0% per annum. In each case the Management Fee is payable quarterly in advance based upon the net asset value of the relevant Fund and calculated as of the first business day of each quarter, in each case in accordance with the governing fund documents. The Management Fee is prorated for any period that is less than a full calendar quarter. The Adviser has waived or reduced Management Fees for certain investors, including “founders’ class” investors, employees, strategic partners, advisers and consultants, and others, and reserves the right to do so in the future as may be determined in the Adviser’s sole discretion. Performance Fees. SH GP is generally entitled to receive a performance fee (a “Performance Fee”) of 20% of the net profits (including realized and unrealized gains) of the SH Funds, if any. The Adviser is generally entitled to receive a performance fee of 30% of the net profits (including realized and unrealized gains) of the Stony Creek Funds, if any, which fee is subject to reduction by an amount equal to the Management Fee paid by the Stony Creek Funds for the relevant period. Performance Fees for the SH Funds and the Stony Creek Funds are calculated and paid at the end of each fiscal year or at the time of withdrawal after taking into account expenses of the relevant Fund (including any Management Fees, with respect to the SH Funds). The Adviser’s affiliates have waived or reduced Performance Fees for certain investors, including “founders’ class” investors, employees, strategic partners, advisers and consultants, and others, and reserve the right to do so in the future as may be determined in their sole discretion. Fund Expenses. Each Fund will bear its own expenses, including, without limitation, the relevant Management Fee; investment expenses, whether or not such investments are consummated (such as brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees and interest expenses); 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: (i) investmentrelated travel expenses (which are travel expenses related to the purchase, sale or transmittal of, or due diligence regarding, the Fund’s investments, whether or not such investments are consummated, incurred by the Adviser or its affiliates), (ii) professional fees (including, without limitation, fees and expenses of consultants, investment bankers, attorneys, accountants and other experts, as well as fees and expenses of proxy solicitors, communications firms and government

relations firms) relating to investments, (iii) expenses associated with activist campaigns (including, without limitation, expenses related to event hosting and production, public presentations, public relations, public affairs and government relations, forensic and other analyses and investigations, proxy contests, solicitations and tender offers, and compensation, indemnification and other expenses of any nominees proposed by the Adviser as directors or executives of portfolio companies), (iv) third-party investment sourcing fees, and (v) research and market data (including, without limitation, any related computer hardware and connectivity hardware (e.g., Bloomberg terminals and telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data, and expenses related to obtaining, processing and analyzing “big data” or “alternative data”); fees and expenses relating to software tools, programs or other technology utilized in managing the Fund (including, without limitation, third-party software licensing, implementation, data management and recovery services, custom development costs, trading-related software, risk management software and technology, and software, technology, and services associated with generative artificial intelligence); administrative expenses (including, without limitation, fees and expenses of the relevant Fund’s administrator); legal expenses; external accounting and valuation expenses (including, without limitation, the cost of accounting software packages); audit and tax preparation expenses; costs related to directors and officers insurance and errors and omissions insurance for the Adviser and its affiliates; costs incurred to comply with the rules under Sections 1471-1474 of the Internal Revenue Code or other similar law (whether imposed on the Fund, the Adviser or its affiliates); corporate licensing; regulatory expenses (including, without limitation, expenses relating to compliance and preparation of regulatory filings (e.g., Form PF filings), and related fees and expenses of consultants); organizational expenses; expenses incurred in connection with the offering and sale of the interests and other similar expenses related to the Fund; indemnification expenses; and extraordinary expenses. Generally, Fund expenses, other than the relevant Management Fee, certain taxes and any expenses that the Adviser or the general partner of the Fund (if applicable) determines in its sole discretion should be allocated to a particular investor, will be charged to all investors on a pro rata basis. Expenses for research-related products and services are paid through “soft dollars” generated by the relevant Fund. To the extent that expenses to be borne by a Fund are paid by the Adviser or its affiliates, the Fund will reimburse such party for such expenses. For a discussion of the Adviser’s brokerage practices, including a discussion of soft dollar arrangements and commissions and trading costs, please see Item 12. Neither the Adviser nor any of its supervised persons accepts compensation for the sale of securities or other investment products.

Methods of Analysis and Investment Strategies The Adviser’s investment strategy seeks to provide attractive risk-adjusted returns by employing a concentrated, value-oriented long/short investment strategy with the willingness to use activism. The Adviser invests primarily in North American equities, but will also opportunistically invest overseas and in distressed credit situations that offer the potential for equity-like returns. Generally, the Adviser’s investment strategy focuses on securities that have market capitalizations in excess of $1 billion and daily trading volume in excess of $5 million. The Adviser generally seeks to manage long portfolios along three themes: (i) assets acquired at a discount to fair value where the Adviser will work to surface value (“activist investing”), (ii) assets acquired at a discount to fair value with an embedded catalyst and (iii) high quality businesses purchased at discounted prices. The Adviser will generally have a multi-year view of potential value creation in a given investment. The short portfolios managed by the Adviser will generally be comprised of: (i) standalone “alpha shorts” of businesses perceived to be overvalued and facing secular or structural challenges or using aggressive or misleading accounting, (ii) sector hedges designed to mitigate potential excessive sector exposure, and (iii) broader equity or credit market hedges. Risks Relating to the Adviser’s Investment Strategy The Adviser’s investment strategy is speculative and may entail substantial risks. Since market risks are inherent in all securities investments to varying degrees, there can be no assurance that the Adviser’s investment objectives will be achieved. In fact, certain investment practices described above can, in some circumstances, potentially increase the adverse impact on investment portfolios managed by the Adviser. The following list of risk factors relates only to the Adviser’s investment strategy and does not purport to be a complete enumeration or explanation of the risks involved in an investment in any of the Funds, including the general business and regulatory risks of an investment in private

investment funds, operational risks, general market risks, general credit risks, liquidity risks, or other risks. Risk of Loss. No guarantee or representation is made that the Adviser’s investment program, including, without limitation, the Adviser’s investment objectives, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past investment results of the Adviser (or investments otherwise made by the investment professionals of the Adviser) are not necessarily indicative of their future performance. General Economic and Market Conditions. The success of the Adviser’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to the taxation of investments), trade barriers, tariffs, import/export controls, currency exchange controls, and national and international political circumstances (including wars, terrorist acts, immigration policies or security operations). These factors may affect the level and volatility of the prices and the liquidity of investments. Volatility or illiquidity could impair profitability or result in losses. Portfolios managed by the Adviser may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Activist. The success of the Adviser’s activist investment strategy depends upon, among other things: (i) the Adviser’s ability to properly identify portfolio companies whose securities prices can be improved through corporate and/or strategic action; (ii) the Adviser’s ability to acquire sufficient securities of such portfolio companies at a sufficiently attractive price; (iii) the Adviser’s ability to avoid triggering anti-takeover and regulatory obstacles while aggregating its position; (iv) the willingness of the management of such portfolio companies and other security holders to respond positively to the Adviser’s proposals; and (v) favorable movements in the market price of any such portfolio company’s securities in response to any actions taken by such portfolio company. There can be no assurance that any of the foregoing will occur. Corporate governance strategies may prove ineffective for a variety of reasons, including: (i) opposition of the management or investors of the subject company, which may result in litigation and may erode, rather than increase, the value of the subject company; (ii) intervention of a governmental agency; (iii) efforts by the subject company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) market conditions resulting in material changes in the prices of securities; (v) the presence of corporate governance mechanisms such as staggered boards, poison pills and classes of stock with increased voting rights; and (vi) the necessity for compliance with applicable securities laws. In addition, opponents of a proposed corporate governance change may seek to involve regulatory agencies in investigating the transaction, the Adviser, or its clients, and such regulatory agencies may independently investigate the participants in a transaction, including the Adviser or its clients, as to compliance with securities or other law. Furthermore, successful execution of a corporate governance strategy may depend on the active cooperation of investors and others with an interest in the subject company. Some investors may have interests which diverge significantly from those of the Adviser’s clients, and some of those parties may be indifferent to the proposed changes. Moreover, securities that the Adviser believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the timeframe the

Adviser anticipates, even if a corporate governance strategy is successfully implemented. Even if the prices for a portfolio company’s securities have increased, no guarantee can be made that there will be sufficient liquidity in the markets to allow the Adviser’s clients to dispose of all or any of their securities therein or to realize any increase in the price of such securities. Event-Driven. The success of the Adviser’s event-driven investment strategy depends upon the Adviser’s ability to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as the Adviser had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring that promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a U.S. federal, state or non-U.S. regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable U.S. federal, state or non-U.S. securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of event-driven investing, the results of the Adviser’s investment strategy may be expected to fluctuate from period to period. Accordingly, the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Long/Short. The success of the Adviser’s long/short investment strategy depends upon the Adviser’s ability to identify and purchase securities for the portfolios it manages that are undervalued and identify and sell short securities that are overvalued. The identification of investment opportunities in the implementation of the Adviser’s long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying positions in securities were to fail to converge toward, or were to diverge further from values expected by the Adviser, a loss may be incurred. In the event of market disruptions, significant losses can be incurred, which may force the Adviser to close out one or more positions in the portfolios that it manages. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Adviser’s long/short strategies may become outdated and inaccurate as market conditions change. Short Selling. General Risk. The success of the Adviser’s short-selling investment strategy depends upon the Adviser’s ability to identify and sell short securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price

of the underlying security could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short position. Borrowing and Counterparty Risk. There can be no assurance that the Adviser will be able to maintain the ability to borrow securities sold short for the Funds. In such cases, the relevant Fund can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Even though the Adviser secures a "good borrow" of the security sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing the relevant Fund to purchase the security at the then-prevailing market price, which may be higher than the price at which such security was originally sold short. In addition, the relevant Fund may be required to provide additional margin to its counterparties, including its prime brokers, on short notice if the price of a security underlying a short position suddenly rises. If the relevant Fund is unable to deliver the additional margin required, the Fund may need to prematurely close out the short position at unattractive prices, thereby resulting in a substantial loss. Depending on the timing and magnitude of a price increase in respect of an open short position, the Fund may be required to liquidate long positions to meet margin requirements, thereby further increasing the losses (or decreasing the gains) of the relevant Fund. Further, fees charged for borrowing securities may be substantial, and will decrease any gains (or increase losses) associated with a short position. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the OTC market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the relevant Fund may be entirely dependent on the willingness of OTC market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Short-Squeeze Risk. A so-called “short squeeze” can occur when the price of securities in which an investor has an open short position rises sharply in a short time frame. The rapid rise may be a result of (i) multiple short sellers seeking to cover their short positions in the same time frame by purchasing the security, resulting in a rapid price increase; (ii) market participants collectively purchasing a significant amount of shares, thereby causing a substantial increase in the price of such securities; or (iii) one or more lenders of a security that was used to facilitate a short position suddenly demanding the return of the security that has been loaned. A “short squeeze” may result in the Adviser having to prematurely close out a short position at relatively unattractive high prices, resulting in a substantial loss to the relevant client. Further, the risk of a "short squeeze" likely will increase if other short sellers, market participants and/or lenders become aware of the client’s short positions, including as a result of legally required reporting with respect ownership of options to purchase the underlying security being shorted.

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Each of the Funds is a private investment fund. Each Fund relies on the exclusion from the definition of “investment company” provided by Section 3(c)(7) of the Investment Company Act. The minimum initial capital contribution for each of the Funds is $5 million for institutional investors and $1 million for individual investors, subject to the discretion of the Adviser or the general partner of the Fund (if applicable) to accept lesser amounts or establish different minimums in the future. Investors in the Funds may include high net worth individuals, pension funds and profit-sharing plans, trusts, charitable organizations, institutions, endowments, fund of hedge funds, foreign sovereign wealth funds, family offices, and other entities.

As discussed in Item 5 above, affiliates of the Adviser will receive a performance-based fee based upon the appreciation, if any, in the net asset value of each of the Funds. As a result, the Adviser may have a conflict of interest between its responsibility to manage the Funds’ investment portfolios and its interest in maximizing the performance-based fee. For example, the performance-based fee may create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case if such arrangement were not in effect. In addition, the performance-based fees are not the product of an arm’s length negotiation with any third party, and, because in some cases they are calculated on a basis which includes unrealized appreciation

of the Funds’ assets, it may be greater than if such compensation were based solely on realized gains.

The Adviser organizes and sponsors the Funds, which are private investment companies and partnerships. Each of these pooled investment vehicles is controlled by an affiliate of the Adviser acting as the general partner for the vehicle. The Adviser and its affiliate serving as the general partner for the relevant vehicle (if any) will be responsible for all decisions regarding portfolio transactions of the vehicle and have full discretion over the management of its investment activities. Neither the Adviser nor any of its management persons are registered, or has an application pending to register, as a broker-dealer, a registered representative of a broker-dealer, a futures commission merchant, commodity pool operator, a commodity trading adviser or an associated person of any of the foregoing entities. The Adviser and any affiliate acting as the general partner of a relevant vehicle qualify, with respect to each Fund, for the exemption under CFTC Rule 4.13(a)(3) on the basis that, among other things (i) each investor in the Funds is an "accredited investor", as defined under SEC rules; (ii) the Interests in the Funds are exempt from registration under the Securities Act and are offered and sold without marketing to the public in the United States; (iii) participations in the Funds are not marketed as or in a vehicle for trading in the commodity futures or commodity options markets; and (iv) at all times that any Fund establishes a commodity interest or securities futures position, either (a) the aggregate initial margin and premiums required to establish such positions will not exceed 5% of the liquidation value of such Fund's portfolio; or (b) the aggregate net notional value of such Fund's commodity interest and security futures positions will not exceed 100% of the

liquidation value of such Fund's portfolio.

Trading The Adviser’s Code of Ethics (the “Code”) incorporates the following general principles which all employees of the Adviser are expected to uphold: (i) employees must at all times place the interests of the Adviser’s clients first; (ii) personal securities transactions are restricted (as set forth below); (iii) employees must not take any inappropriate advantage of their positions with the Adviser; (iv) information concerning the identity of securities and financial circumstances of the Adviser’s clients and their investors must be kept confidential; and (v) independence in the investment decision-making process must be maintained at all times. The Adviser’s chief compliance officer (the “Compliance Officer”) administers the Code and may grant exceptions from the requirements of the Code on a case-by-case basis. Employees of the Adviser are generally not permitted to purchase securities in personal brokerage accounts, subject to limited exceptions for U.S. government obligations, bankers’ acceptances, certificates of deposit, money market funds, exchange-traded funds, and mutual funds. Exceptions to the policy can only be made with prior written approval from the Compliance Officer. Employees are required to disclose any pre-existing holdings in personal brokerage accounts upon joining the Adviser and on a periodic basis thereafter. Any sale of such pre-existing securities requires preclearance from the Compliance Officer, and such sales are generally not permitted if the pre-existing securities relate to an issuer in which the Adviser’s clients are invested or which is under consideration for potential investment. Investors may request a copy of the Code by contacting the Adviser at the address or telephone number listed on the first page of this Brochure. The Adviser, its employees, or a related entity each may have an investment in each Fund. Therefore, the Adviser, its employees or a related entity participate in transactions of the Funds. Policies and Procedures to Prevent Insider Trading The Adviser maintains policies and procedures that are designed to prevent the misuse of material, non-public information (the “Insider Trading Policies”). The Adviser’s employees are required to certify their compliance with the Code and the Insider Trading Policies at the beginning of their employment with the Adviser and on a periodic basis thereafter. The Adviser’s Insider Trading Policies prohibit the Adviser and its employees from (i) trading in the securities of a company (either personally or on behalf of others, including the Adviser’s clients) while in possession of material, non-public information about such company, and (ii) disclosing material, non-public information about any company to others in violation of applicable law. The Adviser has designed and implemented policies and procedures that are designed to shield its employees from access to material, non-public information so that investment decisions may be made on the basis of public information only. Accordingly, the Adviser may not have access to material, non-public information that other market participants or counterparties are eligible to receive.

Notwithstanding such policies and procedures, there may be cases in which the Adviser is exposed to material, non-public information about a company in which the Funds are invested, which may result in restrictions on the Adviser’s ability to trade such securities on behalf of the Funds. The Adviser seeks to minimize the likelihood of such a situation whenever possible, but there can be no assurance that such efforts will be successful.

Best Execution The Adviser has complete discretion in deciding which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. Portfolio transactions for the Adviser’s clients are 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 Adviser and/or certain clients of the Adviser, but not beneficial to all clients of the Adviser. 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 Adviser 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. The Adviser may receive consulting assistance services from its prime brokers, including consulting assistance with facilities management technology, design and build, real estate, and third-party service providers, which services will be provided in complement to, and not in place of, the Adviser’s independent professional advisors and service providers. The benefits provided to the Adviser by receipt of such consulting assistance services may assist the Adviser, either directly or indirectly, in the provision of efficient investment management services to clients, but may not necessarily to every client of the Adviser. Accordingly, the commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to accounts by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. The Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither the Adviser nor any account separately compensates any broker or dealer for any of these other services. If the Adviser decides, based on the factors set forth above, to execute over-the-counter transactions on an agency basis through Electronic Communications Networks (“ECNs”), it will also consider the following factors when choosing to use one ECN over another: the ease of use; the flexibility of the ECN compared to other ECNs; and the level of care and attention that will be given to smaller orders. The Adviser maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals and the Adviser’s best execution committee.

Soft Dollars From time to time, the Adviser pays a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting client transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. The Adviser will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). The Adviser believes it is important to its investment decision-making processes to have access to independent research. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by one client may be used by the Adviser to service one or more other clients, including clients that have not paid for the soft dollar benefits. The Adviser will not seek to allocate softdollar benefits to clients in proportion to the soft-dollar credits the client generates. Where a product or service obtained with soft dollars provides both research and non-research assistance to the Adviser (i.e., a “mixed use” item), the Adviser will make a good-faith allocation of the cost which may be paid for with soft dollars. In making good-faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of the Adviser’s allocation of the costs of such benefits and services between those that primarily benefit the Adviser and those that primarily benefit its clients. When the Adviser uses brokerage commissions (or markups or markdowns) generated by any client to obtain research or other products or services, the Adviser will receive a benefit because it does not have to produce or pay for such products or services. The Adviser may have an incentive to select or recommend a broker-dealer based on the Adviser’s interest in receiving research or other products or services, rather than on a client’s interest in receiving the most favorable execution. At least annually, the Adviser will consider the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempt to allocate a portion of the brokerage business of its clients on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will the Adviser make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. To assist in the payment of research expenses, the Adviser has entered into arrangements commonly referred to as “client commission arrangements” or “commission sharing arrangements” (collectively “CSAs”). The Adviser has established CSAs with various brokers. The commission credits generated through CSA trading for the Adviser’s client accounts with participating brokers are collected in a centralized account at an aggregator or soft-dollar administrator, which has established its own arrangements with the participating brokers to facilitate CSAs, including the aggregator’s receipt of fees from the brokers. The Adviser uses the

commission credits to obtain research products and services provided by third parties directly to the Adviser. The Adviser has determined the use of such CSAs and the aggregator provides a costeffective brokerage credit administration system. Allocations of Trades and Investment Opportunities Conflicts of interest may arise from the fact that the Adviser and its affiliates may provide investment management services to multiple clients, including, without limitation, investment funds, separately managed accounts, proprietary accounts and other investment vehicles. It is the policy of the Adviser to allocate investment opportunities between clients fairly, to the extent practical and in accordance with the relevant applicable clients’ investment strategies, over a period of time. Investment opportunities will generally be allocated among those clients for which participation in the respective opportunity is considered appropriate, taking into account, among other considerations: (i) whether the proposed investment is consistent with a client’s objectives, restrictions, and limitations; (ii) the potential for the proposed investment to create an imbalance in a client’s portfolio; (iii) the liquidity requirements of a client; (iv) potentially adverse tax consequences; (v) regulatory restrictions that would or could limit a client’s ability to participate in a proposed investment; and (vi) the need to re-size risk (including concentration risks) in a client’s portfolio. The Adviser will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to a client solely because the Adviser purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to another client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for a particular client. In particular, when one client is ramping up its investment or trading strategies, it may receive larger allocations of certain securities than other clients in order to obtain its desired risk and portfolio size. Co-Investments The Adviser and its affiliates have offered, and may, from time to time, continue to offer investors in the Funds and/or other third-party investors the opportunity to co-invest with the Funds in particular investments. The Adviser and its affiliates are not obligated to arrange co-investment opportunities for investors, and no investor will be obligated to participate in such an opportunity. The Adviser and its affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that is allocated to a particular investor and may allocate co-investment opportunities instead to other investors (including co-investment funds managed by the Adviser) or to third parties. If the Adviser determines that an investment opportunity is too large, or otherwise not appropriate, for its clients, the Adviser and its affiliates may, but will not be obligated to, make proprietary investments therein. The Adviser or its affiliates may receive fees and/or incentive allocations from co-investors, which likely differ as among co-investors and also may differ from the fees and/or allocations borne by the Funds. Allocation of Expenses Among Clients and Co-Investors The Adviser seeks to fairly and equitably allocate expenses among its clients and any co-investors. Generally, clients, including co-investment funds, that own an investment will share in expenses related to such investment, which may include expenses originally charged solely to any client that

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The Adviser may enter into arrangements to provide investment advice to other clients and/or may enter into arrangements with marketing or placement agents to assist with the marketing of the Funds to investors. Broker-dealers (including, without limitation, prime brokers) and other counterparties may provide a variety of services, including capital introduction services. The Adviser is not required to direct any volume of business in return for these services. However, it has an incentive to maintain relationships with these firms based on their prior and continued services.

This Item requires the Adviser to disclose facts regarding any legal or disciplinary events that would be material to an evaluation of the Adviser or the integrity of its management. The Adviser has no information applicable to this Item.

The portfolio accounts of the Funds are reviewed on a daily basis by the Adviser’s (i) Portfolio Manager, (ii) Chief Operating Officer, and (iii) other investment and middle/back office employees. More detailed reviews are conducted by these personnel on a weekly and monthly basis. The Funds undergo an annual audit by Ernst & Young. The Adviser’s fund administrator also independently confirms pricing, valuation, and fee calculations on a monthly basis. Investors in the Funds receive (i) weekly performance estimates, (ii) monthly capital account statements directly from the fund administrator; (iii) monthly reports that include details regarding fund performance, number of positions, sector and geographic exposures, and equity exposures; (iv) quarterly investor letters that provide a narrative description of the events of the previous quarter; and (v) annual tax reports and audited financial statements.

Under Rule 206(4)-2 of the Advisers Act, the Adviser is deemed to have custody of the securities and other assets of the Funds even though the Adviser does not physically hold the securities and other assets, and even though such securities and assets are not held or registered in the Adviser’s name. Rule 206(4)-2 imposes certain requirements on registered investment advisers who have actual or deemed custody of client assets; however, the Adviser is exempt from many of the provisions of that rule because each Fund is audited in accordance with U.S. generally accepted accounting principles on an annual basis by Ernst & Young, an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and audited financial statements are distributed to each investor in the Funds within 120 days of the end of each Fund’s fiscal year.

The Adviser has been appointed as a discretionary investment manager of each of the Funds pursuant to an investment management agreement. The investment management agreements between each of the Funds and the Adviser allow the Adviser to exercise full discretionary authority subject to the investment guidelines as described in the offering documents of the relevant Fund. Each of the Adviser and the Funds may terminate the investment management agreements upon 90 days’ prior written notice.

An investment adviser with proxy voting authority has a duty to monitor corporate events and to vote proxies (as defined below), as well as a duty to cast votes in the best interest of clients and not subrogate client interests to its own interests. Rule 206(4)-6 under the Advisers Act places specific requirements on registered investment advisers with proxy voting authority. Because the Adviser has discretionary authority over the securities held by its clients, the Adviser is viewed as having proxy voting authority. Accordingly, the Adviser is subject to Rule 206(4)-6. To meet its obligations under the rule, the Adviser has adopted written proxy voting policies and procedures, which are designed to ensure that the Adviser votes proxies in the best interest of its clients and addresses how the Adviser will resolve any conflict of interest that may arise when voting proxies. The general policy of the Adviser is to vote proxy proposals, amendments, consents or resolutions relating to client securities, if any (collectively, “proxies”), in a prudent and diligent manner that will serve the applicable client’s best interest and is in-line with the applicable client’s investment objectives, as determined by the Adviser in its discretion, and taking into account relevant factors, including, but not limited to: (i) the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities; (ii) the anticipated associated costs and benefits; (iii) the continued or increased availability of portfolio information; and (iv) industry and business practices. In limited circumstances, the Adviser may refrain from voting proxies where the Adviser believes that voting would be inappropriate, taking into consideration the cost of voting the proxies and the anticipated benefit to its clients. Generally, clients and investors in the Funds may not direct the Adviser's vote in a particular solicitation.

Conflicts of interest may arise between the interests of the Funds on the one hand and the Adviser or its affiliates on the other hand. To the extent such a conflict is identified, the Compliance Officer will review the vote under consideration and seek to resolve the conflict in a way the Compliance Officer believes to be in the relevant client’s best interests. The Compliance Officer may, at his discretion, (i) seek the advice of the applicable advisory board of a Fund in voting such security (if any); (ii) disclose the conflict of interest to the client or the applicable advisory board of a Fund and defer to the client’s voting recommendation; (iii) defer to the voting recommendation of an independent third party provider of proxy voting services; and/or (iv) take such other action in good faith (in consultation with the Adviser's outside counsel) which would serve the best interest of the relevant client. Depending on the particular circumstances involved, the appropriate resolution of one conflict of interest may differ from the resolution of another conflict of interest, even though the general facts underlying both conflicts may be similar (or identical). Investors may obtain, upon request, a copy of the Adviser’s proxy voting policies and/or information regarding how the Adviser voted proxies for particular portfolio companies by contacting the Adviser at the address or telephone number listed on the first page of this Brochure.

A balance sheet is not required to be provided as the Adviser (i) does not solicit fees more than six months in advance, (ii) does not have a financial condition that is likely to impair its ability to meet contractual commitments to clients and (iii) has not been subject to any bankruptcy proceeding during the past 10 years.