Sand Grove Capital Management LLP

General Description of Advisory Firm

Sand Grove Capital Management LLP, an England and Wales limited liability partnership (“Sand Grove”), was founded in July 2014 by its principal owner and Chief Investment Officer, Simon Davies. Simon is the principal owner (indirectly, through various entities) and the other owners are members of the firm. Sand Grove’s main activity is investment management of advisory clients investing in event-driven strategies. Sand Grove currently provides discretionary investment advisory services to the clients described below, primarily to private funds and pooled investment vehicles. B. Description of Advisory Services Sand Grove’s advisory clients fall into three categories: 1. Private funds sponsored and controlled by Sand Grove (collectively, the “Sand Grove Funds”); 2. Pooled investment vehicles or funds sponsored by unaffiliated third-party managers for which Sand Grove provides discretionary sub-advisory services (referred to as the “Accounts”); and 3. Managed accounts for pooled investment vehicles (the “SMAs”, and together with the Sand Grove Funds and the Accounts, the “Advisory Clients”). Sand Grove tailors its advisory services to the individual needs and specified investment mandates of its advisory clients. The investment management agreements of the Sand Grove Funds do not require Sand Grove to tailor its services to the needs of specific underlying investors. Where deemed appropriate, Sand Grove or an affiliate will enter into advisory and/or side letter agreements that contain investment guidelines and restrictions agreed upon with those investors. An investment in a pooled-investment vehicle does not, in and of itself, create a client-adviser relationship between any underlying investor and Sand Grove. Sand Grove has discretionary authority to manage the following funds it sponsors: • Sand Grove Opportunities Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”); o Sand Grove Opportunities Fund LP, a Delaware limited partnership (the “Onshore Fund”) o Sand Grove Opportunities Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund”) (together with the “Onshore Fund”, the “Feeder Funds”, and together with the “Master Fund”, the “Opportunities Funds”). The Feeder Funds invest all of their investable assets in the Master Fund. • Sand Grove Tactical Fund LP, a Cayman Islands limited partnership (the “Tactical Fund”), which has a separate designated portfolio1; and • Sand Grove Special Purpose Fund I Ltd, a Cayman Islands exempted company (the “SPF”)2, for which one of the Accounts is the sole investor. Sand Grove Opportunities Fund GP, Ltd., a Cayman Islands exempted company (the “General Partner”), is the general partner to the Onshore Fund and the Tactical Fund.

The Tactical Fund went into liquidation on 1st May 2025, but was never marketed or open to U.S. investors.

The SPF is not marketed and is not open to U.S. investors.

The General Partner is an affiliate of Sand Grove, and to the extent the qualifications and business practices of the General Partner are substantially similar to those of Sand Grove, no specific mention of the General Partner is made herein. Additionally, Sand Grove provides investment sub-advisory services to the Accounts. One of the Accounts is a UCITS sub-fund that is not offered to US investors. Sand Grove has discretionary authority to manage the Accounts, which are subject to investment objectives, guidelines, restrictions, and fee arrangements, as well as other terms that are individually negotiated with the primary investment managers for the Accounts and set forth in investment management agreements. The SMAs are also managed on a discretionary basis - Sand Grove has an ongoing obligation to select or make recommendations based on the Advisory Client’s investment mandate. Finally, Sand Grove provides sub-advisory services to two accounts following long-only convertible bond strategies (the “CB Accounts”). One of the CB Accounts is a private European fund and the other CB Account is a publicly listed European fund – neither fund is offered to US investors. C.

Wrap Fee Programs

Sand Grove does not participate in wrap fee programs. D.

Assets Under Management

Sand Grove has approximately $ 2,346,323,986 of regulatory assets under management (“RAUM”) on a discretionary basis based on a valuation as of March 31, 2025.

Advisory Fees and Compensation

The fees applicable to each Advisory Client are set forth in detail in each Advisory Client’s governing documents. It is critical that investors and prospective investors refer to the relevant governing documents for specific fee schedules and for a complete understanding of how Sand Grove or its affiliates are compensated for investment advisory services. A brief summary of such fees is provided below. Asset-Based Compensation Certain Opportunities Fund investors pay Sand Grove or the General Partner a monthly management fee (the “Management Fee”). The Management Fee is based on an investor’s capital account balance or net asset value of the shares on the last day of the relevant month and is charged monthly in arrears. The Management Fee for any period that is less than one month is prorated. If additional subscriptions are made to a Sand Grove Fund during a month, the Management Fee is prorated and charged at the time of such subscription. To the extent they are charged, the Management Fees for the Accounts, the SMAs and the CB Accounts are individually negotiated pursuant to the agreements between Sand Grove and the primary investment advisers of the respective accounts. The SPF and the Tactical Fund do not directly pay a management fee. Performance-Based Compensation For the non-U.S. domiciled Opportunities and Tactical funds, at the end of each fiscal year, such funds pay Sand Grove an incentive allocation or fee based on the net capital appreciation attributable to each Fund investor’s capital account or series of shares (the “Incentive Fee”). For the Onshore Fund, generally at the end of each fiscal year, the fund reallocates an Incentive Fee based on the net capital appreciation attributable to each investor’s capital account to the capital account of the General Partner. The Incentive Fee is subject to customary high-watermarks. Generally, any net loss for a fiscal year allocated to a capital account of an investor or series of shares, as the case may be, is carried forward each fiscal year so that no Incentive Fee is due from such capital account or series of shares, as applicable, for a particular year unless these losses have been recouped. In the event an Opportunities or Tactical Fund investor is permitted or required to withdraw or redeem completely or partially from the Funds other than at the end of the fiscal year, the Incentive Fee with respect to such Fund investor will be crystallized. Sand Grove is entitled to receive performance-based compensation from the Account that is invested in the SPF, as set forth in a trading adviser agreement. Accordingly, performance-based compensation is not paid directly by the SPF. Sand Grove is also entitled to receive performance-based fees from all other accounts, typically on an annual basis (or other relevant periods), and typically subject to a high-watermark, and in the amounts set forth in the agreements between Sand Grove and the primary investment advisers of the respective accounts. Generally, an unaffiliated third party will deduct these amounts from the relevant account’s assets. The performance-based compensation received by Sand Grove or the General Partner is paid in compliance with Rule 205-3 under the Advisers Act.

Waiver of Fees In Sand Grove’s sole discretion, the Management Fee and/or Incentive Allocation may be and have been waived, reduced, or calculated differently with respect to certain investors, including, without limitation, investors that are members, shareholders, partners, affiliates or employees of Sand Grove or its affiliates. The governing documents of the Sand Grove Funds allow Sand Grove to waive fees for such individuals and to negotiate different fees with investors in the Sand Grove Funds. B.

Other Fees and Expenses

The Sand Grove Funds shall bear their own expenses, which include, but are not limited to: investment expenses (e.g., expenses that, in Sand Grove’s discretion, are related to the investment of the Sand Grove Funds’ assets, whether or not such investments are consummated, such as brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial and depositary fees, bank service fees and interest expenses); professional fees (including expenses of consultants, investment bankers, attorneys, accountants and other experts) relating to investments; third party research (including investment research and corporate access fees); administrative expenses (including fees and expenses of the administrator and other similar service providers); legal expenses; external accounting and valuation expenses; audit and tax preparation expenses; fees of the directors of the General Partner, the Master Fund and the Offshore Fund; costs relating to directors’ and officers’ liability insurance; costs of printing and mailing reports and notices; taxes; corporate licensing; regulatory expenses (including filing fees); listing fees; organisational expenses; expenses incurred in connection with the offering and sale of the Sand Grove Funds’ interests and other similar expenses related to the Sand Grove Funds; indemnification expenses; and extraordinary expenses related to the Sand Grove Funds and their operations and assets. The SPF is subject to expense arrangements based on the trading adviser agreement that is in place with the Account invested in the SPF. Sand Grove has established a "Research Payment Account" to facilitate compliance with applicable regulatory requirements. The Research Payment Account is used to pay for investment research provided by prime brokers, executing brokers or other research providers selected by Sand Grove. The methodology for the Research Payment Account is consistently applied among all Advisory Clients. Any expenses attributable to a particular series of interests will be allocated solely to such series. To the extent that expenses to be borne by the Sand Grove Funds are paid by the General Partner or Sand Grove, the Funds will reimburse such party for such expenses. If any of the expenses listed above are incurred jointly for the account of multiple Advisory Clients, such expenses will be allocated among the Advisory Clients in proportion to the size of the investment made by each to which such expense relates, or in such other manner as Sand Grove or an affiliate considers fair and equitable. The other Advisory Clients are subject to similar expense arrangements, as well as other terms that are individually negotiated with the primary investment managers of each of those clients, as set forth in each governing legal document. Expenses paid by certain Advisory Clients are subject to limitations described in each account’s governing legal document.

From time to time, the general partner of a Fund creates certain “special purpose vehicles” or similar structuring vehicles for purposes of accommodating certain tax, legal, and regulatory considerations of investors (“SPVs”). SPVs are created to hold an investment (or portion thereof) outside of, or as a subsidiary of, the Funds. In the event Sand Grove creates an SPV, consistent with the governing documents of the applicable Fund, SPV, and indirectly, the investors thereof, will typically bear all expenses related to the organization and formation and other expenses incurred solely for the benefit of such SPV. C.

Additional Compensation and Conflicts of Interest

Sand Grove, its affiliates and its supervised persons do not accept transaction-based compensation (e.g., broker commissions) for the sale of securities or other investment products. As further discussed in Item 11, Sand Grove makes co-investment opportunities available to the investors of Sand Grove Funds, certain Accounts, the SMAs and/or third parties, based on suitability and availability, for which it typically receives performance-based compensation. Because co-investors may not be identified and/or may not agree to invest until relatively late in the investment process, or for other reasons, co-investors may not bear their proportionate share of investment-related expenses.

Descriptions set forth in this Brochure of specific advisory services that Sand Grove offers to Advisory Clients, investment strategies pursued, and investments made by Sand Grove on behalf of its Advisory Clients, should not be understood to limit in any way Sand Grove’s investment activities. Sand Grove may offer any advisory services, engage in any investment strategy, and make any investment, including any not described in this Brochure, that Sand Grove considers appropriate, subject to each Advisory Client’s investment objectives and guidelines. The investment strategies that Sand Grove pursues are speculative and entail substantial risks. Advisory Clients should be prepared to lose some or all of their investment. There can be no assurance that the investment objectives of any Advisory Client will be achieved or that Sand Grove’s attempts to manage risk will be successful. Methods of Analysis, Investment Objective and Strategy Event-Driven Accounts Sand Grove pursues a fundamental value-biased approach to event-driven strategies by seeking to exploit opportunities across the capital structure, including equity, equity derivatives, loans, bonds, CDS, options and other derivative instruments. Such opportunities include, but are not limited to risk arbitrage, special situations, stressed/distressed investments, and capital structure arbitrage. The Opportunities Fund has a global mandate, with a European-focus, and Sand Grove invests opportunistically with no pre-defined asset allocation, generally seeking to benefit from structurally inefficient pricing across the capital structure. The Accounts and the SMAs have individually negotiated mandates that vary from that of the Opportunities Fund, but which all employ event-driven strategies. Certain Advisory Clients are co-investment clients, one of which is the sole investor in the SPF. The SPF is focused on a single distressed investment. Generally, Sand Grove believes that event-driven investing is attractive, as significant mispricings of securities in issuers’ capital structure may arise from the complexity around a particular situation, or catalyst. Sand Grove’s research process is characterized by a deep and continuous analysis of the changing event dynamics and further supported by a rigorous bottom-up fundamental approach placing emphasis on metrics such as the business’ cash flow, asset quality, and valuation. Sand Grove’s investment process is as follows: i. ii. iii.

iv.

v.

Identification of an opportunity Analysis of the catalyst and all potential outcomes Analysis of the capital structure, examining all potentially investable securities or financial instruments (satisfying certain potential criteria such as minimum liquidity requirements) and their respective pricing of the event risk and reward outcomes Investment selection - the comparison of Sand Grove’s expectation of outcomes with the market’s expectations across the capital structure, along with an appreciation of why they may be different from the consensus view, in order to look for deeply mispriced situations that have a strong upside potential versus low downside risk Decisions to purchase or sell securities or financial instruments based on the prior steps

vi.

Continual reassessment of steps ii. through iv. and execution of v. to facilitate effective risk management attempts

Sand Grove believes this continual reassessment of complete multi-disciplinary analysis done consistently, with an appreciation and avoidance of investor biases and how they may interfere with any of the above stages, should lead to effective investment performance and risk management. As part of its portfolio management process, Sand Grove seeks to limit downside exposure by identifying investments it believes offer the optimal balance of risk/return, while also taking into consideration factors such as liquidity, market beta exposure and execution costs. A variety of risk management tools including, without limitation, instrument specific, sector-specific, and portfolio-level hedging techniques are deployed to mitigate other non-event risks to the portfolio (for example, market-risk), when deemed necessary.

CB Accounts3 In addition, Sand Grove sub-advises CB Accounts that follow a long-only convertible bond strategy. For the CB Accounts, the Firm’s CB Portfolio Managers primarily invest in convertible bonds issued by corporate bodies, governments and other governmental entities in developed markets. To a lesser extent they may also invest in equities, bonds, cash, listed futures and eligible exchange traded funds (“ETFs”) to enhance liquidity on behalf of the CB Accounts. The CB Portfolio Managers aim to achieve the investment objectives for the CB Accounts by mobilizing three skill sets to select and weigh convertible bonds within the portfolio and generate returns: i. Sector and country rotation: Opportunistic approach to investing in global convertible bond markets that provide the targeted risk/return profile depending on market conditions. ii. Security selection: Identification of eligible securities based on detailed credit analysis. This analysis also focuses on the issuer's strength to further increase the equity price and as a consequence the equity part of the convertible bond. iii. Option valuation: The aim is to utilize opportunities of possible mispricing regarding the option part of the convertible bond and as a result enhance the risk/return profile. Risks The descriptions contained below provide a brief overview of certain risks related to Sand Grove’s investment strategies. They are not intended to serve as an exhaustive list, or a comprehensive description of all risks associated with the investment strategies or specific types of securities described herein. Investors should refer to the relevant governing documents for a more complete understanding of the investment objectives and strategies applicable to their investments. General Investment and Trading Risks. All investments present a risk of loss of capital. Supply and demand for securities and other financial instruments change rapidly and are affected by a variety of factors. Such factors include investment-specific price fluctuations as well as macro- economic, market and industry-specific conditions, including, but not limited to, national and international economic conditions, domestic and international financial policies and performance, conditions affecting particular investments (such as the results of operations, financial condition, sales and product lines of corporate issuers), national and international politics, governmental events and changes in interest rates and income

The CB Accounts are not marketed to US investors.

tax laws. In addition, events such as political instability, terrorism, natural disasters, and regional and global health epidemics (including viral outbreaks such as COVID-19) may occur. Sand Grove may have only limited ability to vary its investment portfolio in response to changing economic, financial, investment and other conditions. No guarantee or representation can be made that Sand Grove's investment program will be successful. The market price of securities and other financial instruments owned by the Advisory Clients may go up or down, sometimes unpredictably, and investment results may vary substantially. Risks Associated with Sand Grove’s Investment Strategies Risk of Event Driven Investing. Event driven investing requires Sand Grove 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. Losses can result if Sand Grove’s predictions are incorrect. Event driven investing is speculative and performance results can fluctuate. The results of a particular period will not necessarily be indicative of results that may be expected in future periods. Inability to Transact as a Result of Exposure to Material Non-Public Information. From time to time, Sand Grove may and has in the past received material non-public information with respect to an issuer of publicly-traded securities, including in situations where Sand Grove has secured the appointment of persons selected by Sand Grove or other members of the firm to a portfolio company’s board of directors. This could prohibit Sand Grove from transacting in the securities of the issuer. This can result in substantial risk of loss or loss of opportunity if Sand Grove is not able to purchase or sell such security. Liquidity Risks. Sand Grove may make investments in financial instruments that are not readily marketable or that cease to be readily marketable after Sand Grove makes its investment. Advisory Clients could incur substantial trading losses while access to liquidity is impaired. In addition, in conjunction with a market downturn, counterparties could incur losses of their own, thereby weakening their financial condition and increasing credit risk to them. Further, investments that lack liquidity and/or a readily assessable market value will generally be carried on the books of the Advisory Clients at fair value (which may be approximated by cost) as reasonably determined by Sand Grove. There is no guarantee that fair value will represent the value that will be realised upon the eventual or immediate disposition of the investment. In particular, for the SPF, investors do not have any right to redeem their shares. Leverage. Sand Grove has the discretion to use “leverage” as part of its investment strategy. The use of leverage allows the Advisory Clients to make additional investments, thereby increasing profit on successful investments. However, leverage also magnifies losses, which would be greater than if the capital were not leveraged. Derivatives and Volatility Risk. Sand Grove’s investment strategy involves the purchase and sale of relatively volatile instruments such as derivatives, which are frequently valued based on implied volatilities of such derivatives compared to the historical volatility of underlying securities. Fluctuations or prolonged changes in the volatility of such securities can adversely affect the value of investments. Long-Term Investments. Sand Grove at times selects long-term investments that could cause the Advisory Clients to forego value in the short term or temporary investments in order to be able to participate in additional and/or longer-term opportunities in the future.

Uncertain Exit Strategies. Exit strategies are difficult to predict with confidence, particularly with less liquid investments. Exit strategies, which appear to be viable when an investment is initiated, may be unavailable or may be precluded by the time the investment is ready to be realised due to liquidity, economic, legal, or other factors, including issuer-specific factors. Short-term Market Considerations. At times, Sand Grove’s trading decisions are made based on short-term market considerations, and the portfolio turnover rate could result in significant trading related expenses. Short Selling. Sand Grove’s investment strategy involves short selling. Short selling means selling securities which are not owned by the short seller, and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. A short sale creates the risk of a theoretically unlimited loss and certain unforeseeable events, like natural disasters, could adversely affect the value of equity securities investments. Hedging Transactions. Sand Grove utilizes financial instruments for hedging purposes for both investment and risk management reasons, as determined in its sole discretion. While Sand Groves enters into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance than if it had not engaged in any such hedging transaction. Importantly, certain risks simply cannot be hedged. Currency Risks. In addition, Sand Grove may or may not seek to hedge currency exposure where it has invested in financial instruments denominated in currencies that differ from the base currency of the Advisory Client. If unhedged, the value of positions denominated in such currencies will fluctuate with exchange rates in addition to other price changes of the investments and could potentially result in losses to the Advisory Clients if the value of the base currency increases. Conversely, a decrease in the value of base currency will have the opposite effect on investments denominated in a currency that differs from the base currency. Emerging Market Investments. Sand Groves at times will invest in securities of companies located in emerging countries or issued by the governments of such countries. Such securities involve various risks that could impact the liquidity or valuation of Sand Grove’s investments. Counterparty Risk. Some of the markets in which Sand Grove effects transactions are not “exchangebased,” including “over-the-counter” or “interdealer” markets. Advisory Clients are subject to the risk of the inability of a counterparty to settle a transaction in accordance with its terms and conditions. Risks Related to Particular Types of Securities Equity Securities Generally. Sand Groves trades in equity securities of public and private, listed, and unlisted companies. The value of equity securities fluctuates in response to many factors and investors will suffer losses if the market prices of such equity securities decline. There is also a risk that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Micro, Small and Medium Capitalization Companies. Sand Grove invests in companies with micro, small and/or medium-sized market capitalizations. Prices of the securities of such companies are more volatile

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As previously described in Item 4, Sand Grove’s clients are primarily private pooled-investment vehicles or similar investment entities. Investors in the Sand Grove Funds, the Accounts, and the SMAs, directly or indirectly, consist of institutional investors and other sophisticated investors such as endowments, financial institutions, foundations, fund of funds, high net worth individuals (who must be professional clients, within the meaning of EU Directive 2004/39/EC), insurance companies, and non-profits. The CB Accounts are European funds that are not offered to US investors, as is one of the Accounts that is the sub-fund of a UCITS fund. Investors in the Sand Grove Funds must meet certain eligibility requirements which generally require an investor to qualify as an “accredited investor” as defined in Rule 501 under Regulation D under the Securities Act of 1933, as amended, and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, or “knowledgeable employees”. Investors also need to meet additional requirements set forth in the subscription agreements for the Sand Grove Funds. The initial or additional subscription amounts are set forth in the governing documents for each Advisory Client.

As described in Item 5 above, Sand Grove or the General Partner, as applicable, receives performancebased compensation from the Advisory Clients. All Advisory Clients are subject to performance-based fees, except that the SPF’s performance-based compensation is received indirectly through the trading adviser agreement with the Account invested in the SPF.

Broker-Dealer Registration Status

Neither Sand Grove nor its Senior Members are registered or have an application pending to register as a broker-dealer or registered representative of a broker-dealer. One employee is a registered representative of an unaffiliated broker-dealer that is not a broker-dealer for any of the Firm’s Advisory Clients. B.

Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status

Neither Sand Grove nor its Senior Members are registered or have an application pending to register as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. C.

Material Relationships or Arrangements with Related Persons

As noted in Item 4, an affiliate of Sand Grove serves as General Partner to the Onshore Fund. D.

Material Conflicts of Interest Relating to Other Investment Advisers

Except as described above, Sand Grove does not recommend or select other investment advisers for its Advisory Clients.

Sand Grove’s Code of Ethics (the “Code”) describes Sand Grove’s high standard of business conduct and has been designed to comply with the requirements of Advisers Act Rule 204A-1 (“Rule 204A-1”). The Code applies to all “Access Persons”, as such term is defined under Rule 204A-1; all Sand Grove members, partners and employees are deemed to be Access Persons. Among other things, the Code requires that all Access Persons comply with all applicable securities laws and imposes certain procedures concerning potential conflicts of interest and personal trading, as further described herein. Personnel who fail to observe the Code and related compliance policies risk serious sanctions, including dismissal and personal liability. A copy of the Code will be furnished upon request. Investors may request a copy of the Code by contacting Sand Grove at the address or telephone number listed on the first page of this Brochure. Sand Grove also maintains insider trading/market abuse policies and procedures (the “Insider Trading Policies”) that are designed to prevent the misuse of material, non-public information by the Investment Adviser, its principals and employees and their affiliates. Access Persons are required to certify their compliance with the Code and the Insider Trading Policies on a periodic basis. Further, Sand Grove maintains policies and procedures regarding the giving or receipt of gifts and business entertainment between Sand Grove’s personnel and certain third parties (e.g., vendors, broker/dealers, etc.) to help mitigate the potential for conflicts of interest surrounding these practices. The policy requires monitoring and reporting of certain amounts of gifts and business entertainment that may be provided by personnel to these parties and requires the pre-approval of certain items. Sand Grove specifically monitors for any potential conflicts of interest with respect to individual instances of gifts or entertainment to prevent the interests of Sand Grove and its personnel from being placed ahead of the interests of its Advisory Clients. B.

Securities in which the Investment Adviser or a Related Person Has a Material Financial Interest

Certain of Sand Grove’s affiliates that act as a General Partner have shares of or capital accounts in, and receive the performance based-compensation described in Item 5 above from, the Sand Grove Funds. Further, certain personnel have personal investments directly or indirectly in one or more Advisory Clients. The amount of each member’s, partner’s or employee’s personal investment in an Advisory Client may change over time. A member, partner or employee may decide to invest only in certain Advisory Clients and not in others, and investors generally will not be provided with notice of Sand Grove member, partner or employee investments in, or withdrawals from, an Advisory Client. Such an investment in one Advisory Client and not another creates a potential conflict of interest in that it could cause Sand Grove to make different investment decisions than if they did not have such a financial ownership interest. Accordingly, Sand Grove has adopted written policies and procedures concerning the allocation of investment opportunities among clients in a fair and equitable manner. Furthermore, Sand Grove and its affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships, or from engaging in other business activities,

even though such activities may be in competition with the existing clients, and/or may involve substantial time and resources of Sand Grove. These activities could be viewed as creating a conflict of interest in that the time and effort of the members of Sand Grove and its affiliates are not devoted exclusively to the business of the existing Advisory Clients but are allocated between the business of the existing Advisory Clients and the management of the monies of future funds and accounts managed by Sand Grove. Sand Grove uses its best judgment to be fair and equitable to all Advisory Clients to minimize this conflict of interest. C.

Investing in Securities that the Investment Adviser or a Related Person Recommends to Clients

The Code places restrictions on personal trades by Access Persons including that they disclose their personal securities holdings and transactions to the Investment Adviser on a periodic basis. Access Persons’ personal investment transactions are pre-cleared when necessary and monitored by the Chief Compliance Officer. In order to manage any conflict of interest, such transactions are reviewed in the best interests of clients and are denied by the Chief Compliance Officer if there is risk of potential adverse consequences to Advisory Clients. Contemporaneous trading of securities or instruments that have been purchased or sold on behalf of an Advisory Client is prohibited. Notwithstanding, Access Persons may purchase and sell certain UCITS schemes or similar instruments, open-ended mutual funds, life policies, indices, ETFs, U.S. government and agency securities, FX, municipal securities, unit investment trusts, and money market instruments. Access Persons may also invest in private placements upon pre-approval. Sand Grove, its affiliates and its Access Persons may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for Advisory Clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Advisory Clients. D.

Conflicts of Interest Created by Contemporaneous Trading

From time to time, various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities of Sand Grove and its affiliates. Sand Grove has established policies and procedures to monitor and resolve conflicts and will endeavour to resolve conflicts with respect to investment opportunities in a manner it deems equitable to the extent possible under the prevailing facts and circumstances. In addition, Sand Grove may give advice or take action with respect to the investments of one or more Advisory Clients that may not be given or taken with respect to other Advisory Clients with similar investment programs, objectives, and strategies. Accordingly, although certain of the Advisory Clients have similar strategies, they may not hold the same securities or instruments and do not achieve the same performance. These activities also may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Advisory Clients. Sand Grove and its affiliates may also have ongoing relationships with companies whose securities are in or are being considered for the Advisory Clients. Sand Grove recognizes that conflicts may arise under such circumstances and will endeavour to treat all Advisory Clients fairly and equitably. Co-Investments

Sand Grove from time to time offers co-investment opportunities to investors in the Sand Grove Funds, its other Advisory Clients and to third parties. Sand Grove is under no obligation to provide co-investment opportunities to investors or to third parties, and any such co-investment opportunity may be offered to one or more third parties and/or some and not other investors. Certain investors are granted a priority right to participate in co-investments opportunities, if insufficient capacity exists once a position is fully sized for all appropriate Advisory Clients (namely, any comingled funds). The existence of such a priority right may result in fewer co-investment opportunities for other investors or clients. Additions or monetising such positions will typically be done simultaneously and will be pro-rated across all participating co-investment clients and comingled funds together, based on their respective target position sizes. Please see Item 4 for a discussion of the incentive allocation and expense considerations concerning co-investments.

Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions

Sand Grove has full discretionary authority to manage the Advisory Clients, including authority to make decisions with respect to 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 mark-ups and markdowns paid. Sand Grove’s primary consideration in placing transactions with particular brokers is to obtain execution in the most effective manner possible. Sand Grove takes into account a variety of factors, including, but not limited to price, costs, speed, and likelihood of execution. The “total consideration” or price, costs (including execution venue fees), clearing and settlement fees, financing fees and any other fees paid to third parties for execution is only one factor. Sand Grove does not need to obtain the lowest possible execution price for its Advisory Clients on every single occasion; rather it will verify on an ongoing basis that the execution arrangements it has established work well throughout the different stages of the order execution process and are in the best interests of its Advisory Clients. Sand Grove may also, in its discretion, deal directly with a market maker rather than with a broker who is acting on an agency basis. Sand Grove maintains policies and procedures to review the quality of executions, including periodic reviews by its Broker Review Committee. Research and Other Soft Dollar Benefits Sand Grove does not have any formal or informal soft-dollar arrangements and does not receive any soft dollar benefits from any broker, dealer, or other counterparty. To the extent that Sand Grove purchases investment research, it does so consistent with guidance issued by the SEC, and in particular, the European Commission and Financial Conduct Authority’s guidance regarding acceptable methods to pay for investment research under the Markets in Financial Instruments Directive (MiFID II). Sand Grove has elected to pay for all third-party research using payments from a separate research payment account funded by all Advisory Clients, rather than commissions. Brokerage for Client Referrals Sand Grove does not consider whether Sand Grove or a related person receives Advisory Client referrals from a broker when selecting or recommending a broker. From time to time, brokers assist Sand Grove in raising additional funds from investors and representatives from Sand Grove speak at conferences or programs sponsored by such brokers for investors interested in investing in hedge funds. Through such “capital introduction” events, prospective investors would have the opportunity to meet with representatives of Sand Grove. Currently, neither Sand Grove nor the Sand Grove Funds compensate any broker for organizing such events or for any investments ultimately made by prospective investors attending such events, nor do they anticipate doing so in the future. The Sand Grove Funds may accept subscriptions from investors who also provide services to the Sand Grove Funds, including brokers and their affiliates. Relationships such as these could be viewed as creating a conflict of interest that potentially could affect Sand Grove’s ability to seek best execution. While Sand Grove’s relationship with brokers may influence it in deciding whether to use such broker in connection with brokerage, financing and other activities, Sand Grove will not commit to allocate a particular amount of brokerage to a broker in any such situation.

Furthermore, Sand Grove conducts periodic best execution reviews to identify and mitigate compliance risks associated with brokerage relationships. Directed Brokerage Sand Grove does not recommend, request, or require that a client direct Sand Grove or an affiliate to execute transactions through a specified broker-dealer. B.

Order Aggregation

When the purchase and sale of securities is considered to be in the best interest of more than one Advisory Client, the securities to be purchased or sold may be aggregated, but are not necessarily aggregated, in order to obtain superior execution and/or lower brokerage expenses, with each Advisory Client paying its proportionate share of the total commission and paying or receiving its proportionate share of the total cost or sales proceeds. Advisory execution prices for identical securities purchased or sold on behalf of multiple accounts in any one day are averaged. In such instances, allocation of prices, as well as expenses incurred in the transaction, will be made in a manner that Sand Grove considers to be equally as favourable to the Advisory Clients as to any other party. Typically Sand Grove will initiate a trade on behalf of certain Advisory Clients (namely, the comingled funds), and once the position is sufficiently sized for those clients, trading will commence for co-investment clients. C.

Trade Error Policy

In the event that Sand Grove experiences an error with respect to trades made on behalf of the Advisory Clients, Sand Grove will correct such error in accordance with its policies and procedures. The cost of certain trade errors may be borne by the Advisory Clients but will generally be borne by Sand Grove. To the extent that a trade error is caused by a counterparty of the Advisory Clients, such as a broker or agent, Sand Grove will seek to recover any related trade error losses from such counterparty. D.

Trade Allocation Policy

Advisory Clients are allocated investment opportunities suitable in light of their respective investment mandates, investment restrictions and guidelines (if any), volume of the order, time horizons, and other relevant factors outlined in Sand Grove’s written policies and procedures. Sand Grove determines trade allocation prior to execution and, in the absence of other considerations, generally allocates each trade pro rata relative to the intended position sizing among all Advisory Clients for which such trade is appropriate. See Item 11 concerning allocation of co-investment opportunities.

Sand Grove does not receive economic benefits from non-clients for providing investment advice or other advisory services. Sand Grove does not currently make cash or other payments directly in return for investor solicitations.

Sand Grove and its employees have not been involved in any disciplinary events that require disclosure in response to this Item 9.

Frequency and Nature of Review of Client Accounts or Financial Plans

The Advisory Clients are under continuous review by the Chief Investment Officer, as well as Sand Grove’s other investment and risk management personnel. Such reviews include a review of existing investments, potential investments, investment policy, the suitability of the investments used to meet policy objectives, cash availability, and investment objectives. The Chief Investment Officer and other investment team members consider, among other things, investment performance, the portfolio’s sensitivity to market changes, and whether anything has changed after an initial investment decision that impacts the risk or potential return. B.

Factors Prompting Review of Client Accounts Other than a Periodic Review

A review of a client account may be triggered by any unusual activity or special circumstances. C.

Content and Frequency of Account Reports to Clients

Sand Grove Fund investors are expected to receive the following: unaudited monthly investor statements; monthly investor letters; annual audited financial statements within 120 days of the fiscal year end; and a Schedule K-1 and K-3 for the Sand Grove Fund investors in the U.S. domiciled Funds only. Additionally, certain U.S. investors in the Offshore Fund will be provided with annual documentation relating to ownership in a Passive Foreign Investment Company (“PFIC”). The other Advisory Clients are entitled to weekly and/or monthly reporting, among other reporting, as specified in the governing legal documents for each Advisory Client.

As Sand Grove acts as an investment manager to the Sand Grove Funds and has related persons that act as general partner to certain of the Sand Grove Funds, and because Sand Grove or an affiliate has the authority to obtain client funds or securities, Sand Grove is deemed to have custody of client assets under the provisions of SEC Rule 206(4)-2 (the “Custody Rule”). To the extent that Sand Grove is subject to the Custody Rule, it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Sand Grove 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 Sand Grove Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. Fund investors should carefully review such statements. The Sand Grove Funds would also be subject to audit upon liquidation and the audited financial statements will be distributed to all investors promptly after the completion of such audit. Sand Grove is not deemed to have custody of the Accounts, the SMAs or the CB Accounts.

Sand Grove has complete investment discretion over the portfolios of the Sand Grove Funds. There are no specific limitations placed on this authority, provided that Sand Grove will exercise its discretionary authority in accordance with the investment objectives and strategy and applicable limitations, if any, set forth in applicable offering documents or other governing agreements of each Fund. Sand Grove or an affiliate of Sand Grove has entered into an investment management agreement, or similar agreement, with each Sand Grove Fund or its general partner, as applicable, pursuant to which Sand Grove or an affiliate was granted discretionary trading authority. Each Fund investor must execute a subscription agreement in which they make various representations, including representations regarding their suitability to invest in a high-risk investment pool. Sand Grove has discretionary authority to manage the Accounts, the SMAs and the CB Accounts. These clients are subject to investment objectives, guidelines, and restrictions, and fee arrangements, as well as other terms that are individually negotiated with the clients’ primary investment managers and set forth in the relevant governing legal agreements. In addition, the SPF is subject to certain terms specified in a trading adviser agreement.

Sand Grove understands and appreciates the importance of proxy voting. Sand Grove does not, as a matter of procedure, vote all proxies, as with its M&A-related positions, the interests of the Advisory Clients are often for the issuer to realise a contemplated transaction and not to effect change within a particular issuer. When Sand Grove does not vote proxies, it is because the expense and time involved in evaluating those proxies outweighs the potential benefit to the Advisory Clients. Nonetheless, Sand Grove will, as a matter of procedure, always vote in a manner that is consistent with maximising the interests of the Advisory Clients, which may at times call for exercising a proxy vote. Sand Grove will identify any conflicts that exist between the interests of Sand Grove and its Advisory Clients by reviewing the relationship with the issuer of each security to determine if Sand Grove or any of its members, partners or employees has any financial, business, or personal relationship with the issuer. If a conflict of interest exists, the Advisory Clients will exercise voting rights in accordance with their investment objectives and policies and Sand Grove or any of its members, partners or employees will either have the option to vote in the same direction as the Advisory Clients or take no action in respect to their vote. Note that Sand Grove does not use proxy advisory firms. Sand Grove also endeavours to incorporate ESG factors into its proxy voting decision making process. Sand Grove keeps a record of its proxy voting policies and procedures, proxy statements received, votes cast, all communications received, and internal documents created that were material to voting decisions and each request for proxy voting records and Sand Grove’s response for the previous five years. Investors with any questions about Sand Grove’s proxy policy, its proxy record-keeping procedures or who would like any detailed information about how proxies are actually voted, should contact Sand Grove at the address or telephone number listed on the first page of this Brochure.

Sand Grove has never been the subject of a bankruptcy petition and is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to its clients.