SCOGGIN MANAGEMENT LP

Scoggin Management LP, a Delaware limited partnership established in 2015 (“Scoggin”) and its affiliates provide discretionary investment management services regarding securities and other financial instruments. Scoggin currently provides discretionary investment management services to the following private investment funds (1) its flagship funds (“Flagship Funds”) which include Scoggin Capital Management II LLC, Scoggin Capital Management LLC, and Scoggin Overseas Fund Ltd. (collectively, the “Scoggin Feeder Funds”) and Scoggin International Ltd., which functions as the “master fund” in which the Scoggin Feeder Funds invest all of their investable assets; and (2) special purpose vehicles formed to make single investments (“SPVs” and collectively with the Flagship Funds, the “Scoggin Funds”). The SPVs are closed to new investments. In the future, Scoggin may advise separately managed accounts (“Separate Account Clients”) of individuals and/or entities who meet the definition of “qualified client” in Rule 205-3 under the Investment Advisers Act of 1940, as amended (“Advisers Act”) and other pooled investment vehicles (“Pooled Investment Vehicles” and together with the Scoggin Funds and Separate Account Clients, “Clients”). For the avoidance of doubt, as of the date of this brochure, Scoggin’s only Clients are the Scoggin Funds but may in the future also include Separate Account Clients and/or Pooled Investment Vehicles. Scoggin directly or indirectly invests on behalf of Clients in securities of companies in which Scoggin believes that one or more potential catalysts may, upon occurrence, materially affect the value of those securities (the “Event Driven Strategy”). These catalysts generally involve significant corporate events (such as mergers, acquisitions, divestitures, spin-offs, and reorganizations), financial distress or other special situations. Scoggin also utilizes a portfolio manager under its supervision to execute the PM Trading Strategy (as defined below) described in Item 8. Scoggin also invests in securities of distressed companies, bank debt, high yield bonds and other special situation securities. In addition, Scoggin may invest in the most liquid digital assets (i.e. Bitcoin and Ethereum) with a limited portion of a Client’s assets. Scoggin is responsible for all of the investment and trading activities of its Clients. The investment objectives, strategies, fees and risks of each Flagship Fund and other material information are set forth more fully in each Flagship Fund’s confidential offering document and/or term sheet and term sheet supplement (each such confidential offering document and/or term sheet and term sheet supplement a “Memorandum”), which is available to investors and qualified prospective investors with whom Scoggin or its agents have a pre-existing substantive relationship. Scoggin LLC, a New York limited liability company established in 1998 merged with and into Scoggin effective as of December 24, 2015. Effective at the time of the merger, Scoggin succeeded to the business of Scoggin LLC. The principals of Scoggin are Craig Effron and Curtis Schenker. Craig Effron and Curtis Schenker are Co-Chief Investment Officers for Event-Driven Strategies of Scoggin, and Dev Chodry is Chief Investment Officer for Distressed Credit Strategies. Dev Chodry is also Chief Investment Officer of Old Bellows Partners L.P. (“Old Bellows”), an affiliate of Scoggin that is also a registered investment adviser. Old Bellows acts as investment adviser to the Scoggin Worldwide Funds (the “Worldwide Funds” and together with the Scoggin Funds, the “Affiliated Funds”). The Worldwide Funds are organized as two different classes of

private investment funds in a master-feeder arrangement. In addition, Old Bellows may in the future manage other types of accounts (such other accounts, the Worldwide Funds and Clients, collectively, the “Affiliated Clients”). Scoggin had approximately $463,900,000 of regulatory assets under management on a discretionary basis at December 31, 2025. Scoggin does not manage assets on a non-discretionary basis.

In connection with Scoggin’s management of the Flagship Funds, Scoggin receives a management fee calculated as a percentage of assets under management and charged quarterly in advance as compensation for performing its investment and trading services with respect to the Flagship Funds. The percentage of assets payable ranges between 1.5% and 2% and will vary depending on amounts invested by the particular investor and performance hurdles. Investors redeeming intra-quarter will be charged management fees only for the portion of the quarter that they were invested in a Flagship Fund. An affiliate of Scoggin receives performance-based compensation from investors in certain of the Scoggin Funds that generally is equal to a percentage of new net capital appreciation achieved by the relevant Scoggin Fund. Such compensation generally is charged at the end of each calendar year or at the time of an intra-year redemption by an investor in such funds. For the Flagship Funds, the percentage of assets payable as performance-based compensation ranges from 10% to 20% and will vary depending on amounts invested by the particular investor and performance hurdles. For purposes of calculating the performance-based compensation, net profit includes both realized and unrealized gains. Losses must be recouped before performance-based compensation will be charged. In addition to the foregoing fees, the Flagship Funds separately pay a single portfolio manager (the “Portfolio Manager”) who joined Scoggin in September 2022. The Portfolio Manager invests a portion of the assets of Scoggin International Fund Ltd. (the “PM Portfolio”) according to a shortterm investment strategy (the “PM Trading Strategy”). As compensation for the investment management services it performs, the Portfolio Manager receives (x) an annual base salary (the “Annual Salary”); and (y) performance-based compensation equal to 20% of the annual cumulative net profits attributable to the PM Portfolio (the “PM Performance Compensation”). The Annual Salary will be paid by the Flagship Funds provided that the Portfolio Manager has not been terminated. The PM Performance Compensation to the Portfolio Manager will be borne by the Flagship funds and based solely on the basis of the performance of the PM Trading Strategy. The Flagship Funds therefore could have periods in which they are charged for the Portfolio Manager’s compensation even though the Flagship Funds as a whole sustains losses for the period. All performance-based compensation is paid in conformity with Rule 205-3 under the Advisers Act. Additional information about the management fees and performance-based compensation is found in the applicable fund’s Memorandum.

The Flagship Funds’ administrator calculates the management fee and once approved by Scoggin, instructs the management fee to be sent to Scoggin. The Flagship Funds’ administrator also calculates the performance-based compensation. Once Scoggin approves the administrator’s performance-based compensation calculation, the administrator allocates the performance compensation to an account of Scoggin or its affiliate. Each Flagship Fund is also responsible for its (i) ongoing expenses, including, without limitation, legal, accounting, auditing, tax preparation (if applicable), and related charges, insurance costs, and filing and other regulatory fees; (ii) directors fees and expenses (if applicable); (iii) administrators’ fees and expenses; (iv) expenses associated with the offering of interests and/or shares, including, but not limited to, regulatory filing fees, legal, printing, solicitation and other related expenses; (v) operational expenses, including, but not limited to, photocopying, postage, telephone and facsimile expenses; and (vi) extraordinary expenses (including litigation costs and indemnification obligations), if any. In addition, each Flagship Fund is also responsible for all transaction costs and investment related expenses incurred directly or indirectly in connection with its trading activities, including, without limitation, (i) execution and clearing charges including but not limited to compensation paid to Scoggin traders and the costs of order execution related software; (ii) custodial charges; (iii) dealer markups; (iv) interest; (v) consulting fees and compensation paid to sub advisors or portfolio managers that may be retained to manage a portion of the Flagship Fund’s portfolio; (vi) other investment related expenses; (vii) legal charges directly related to investment activities; (viii) its proportionate share of the expenses of any entity in which it invests; and (ix) other expenses routinely incurred by investment managers engaged in investment activities similar to those of such Flagship Fund or otherwise determined by Scoggin or its affiliate to be beneficial to the proper performance of its investment activities for such Flagship Fund. When more than one Affiliated Fund incurs a shared expense, Scoggin or an affiliated entity allocates such shared expense among the applicable Affiliated Funds (i) in proportion to the net asset value of each applicable Affiliated Fund; (ii) in proportion to the size of the investment made by each Affiliated Fund to which the expense relates; or (iii) in such other manner as Scoggin or its affiliated entity considers fair and reasonable. At any time, Scoggin or its affiliates can elect to bear certain Affiliated Fund expenses, but have no obligation to do so. When a particular product or service has a mixed-use such that only a portion of its costs constitutes allowable Affiliated Fund expenses, Scoggin or its affiliate makes a good faith effort to reasonably allocate the costs of such product or service according to its use and only allocates to each applicable Affiliated Fund the portion of such costs that constitutes allowable expenses for such Affiliated Fund. Those portions of the costs that are not allowable Affiliated Fund expenses and are not otherwise eligible to be paid by another entity are paid by Scoggin or its affiliates. In allocating the costs of a mixed-use product or service, Scoggin or its affiliate has an incentive to designate as much of the costs as possible to allowable Affiliated Fund expenses to minimize the amount that Scoggin or its affiliates must pay directly. To address this conflict of interest, Scoggin or its affiliate maintains documentation of its methodology for allocating the costs of mixed-use products and services between allowable and non-allowable Affiliated Fund expenses. Such documentation is reviewed periodically by Scoggin’s Chief Compliance Officer to determine that the allocations were reasonable.

Scoggin has the ability to modify fees and performance-based compensation for Clients and/or investors on a case-by-case basis. Fees for Separate Account Clients and Pooled Investment Vehicles will be negotiated on a case-by-case basis between Scoggin and the Separate Account Client and/or the Pooled Investment Vehicle. The terms of such arrangements may differ from those applicable to the Scoggin Funds. Such Client accounts managed by Scoggin will incur certain charges imposed by custodians, brokers and other third parties, such as commissions, custodial fees, and other fees and taxes on brokerage accounts and securities transactions, in addition to Scoggin’s investment management fees. See Item 12 below for additional information about brokerage charges.

Scoggin uses a multi-disciplined investment approach that relies on fundamental analysis to take advantage of market opportunities and mispricings and to realize gains when investments reach Scoggin’s price targets. Scoggin’s main sources of information include general sources of news and analysis, news releases, industry publications, industry analysts and sales people, industry research, and company specific information (e.g., indentures and financial statements). Scoggin representatives may also attend industry conferences, visit the offices of target companies and perform other types of due diligence. Scoggin has the ability to make a broad range of investments (including derivatives and certain digital assets) for Clients and to act opportunistically. Clients will, to a limited extent, invest in securities in which trading may be restricted under the Securities Act of 1933 Act, as amended. Scoggin sometimes uses leverage to attempt to increase returns to Clients. Investment Strategies Scoggin invests directly and indirectly for Clients utilizing the investment strategies described below. Additional information regarding the investment strategies for each Flagship Fund are set forth in its Memorandum. The material risks associated with a particular strategy or financial instrument are described further below. The Event Driven Strategy. The Clients’ investment objective is to maximize capital appreciation of assets primarily through event-driven investing, which consists of direct and indirect investments in securities of companies where Scoggin believes that one or more potential catalysts may, upon occurrence, materially affect the value of those securities. These catalysts generally involve significant corporate events (e.g., mergers, acquisitions, divestitures, spin-offs, reorganizations), financial distress and other special situations. The profit (or loss) derived from such investments generally consists of the price differential between the price of the securities purchased and the value ultimately realized from their disposition, plus any dividends or interest received during the period that the securities are held, less transaction costs (consisting mainly of brokerage commissions). In implementing this technique, Scoggin analyzes information regarding the situation, the entities involved, the anticipated risks and the projected return in order to determine the optimum size of the Clients’ positions, if any. Scoggin sometimes invests in situations potentially involving the following events:

Mergers and Acquisitions. When a proposal for a merger or other acquisition is publicly announced, the value of the cash and/or securities proposed to be issued by the acquiring entity is typically greater than the market price of the securities of the target company for which they are to be exchanged. If Scoggin believes it probable that the transaction will be consummated, it may purchase shares of the target company or call options involving the underlying security for Client accounts. Scoggin also may buy or sell short securities of companies that have entered into definitive agreements

where it believes that the transaction will not be consummated, thereby resulting in a material change in the valuation of the securities of the involved parties.

Corporate Restructuring. Companies from time to time engage in restructuring transactions, such as self-tender offers or debt-for-equity or other exchange offers. If Scoggin believes it is probable that an announced restructuring transaction will be consummated and that the value to be received in the transaction will be greater than the current market price of the securities to be exchanged, it may purchase such securities for Clients.

Spin-Offs and Other Divestitures. A spin-off is a form of corporate divestiture that results in a subsidiary or division of a company becoming an independent entity. As a result of such divestiture, shares of the new entity are distributed pro-rata to the parent corporation’s shareholders. Scoggin evaluates the proposed spin-off and, if Scoggin believes that the transaction is likely to increase the value of the securities of the parent, it may purchase securities of the parent for Clients. If the transaction is consummated, it would expect to realize a profit from the increase in the value of the securities purchased. Scoggin also may purchase the shares of the new entity for Clients following the spin-off if it believes that the securities are undervalued.

Liquidations. Companies also may undertake plans of liquidation under which all or substantially all of the assets of a company are to be sold and the proceeds of the sale ultimately are to be distributed to stockholders. If Scoggin believes that the assets of a company to be liquidated are worth more than the market price of its publicly traded securities and that it is likely that the liquidation proposal will receive the requisite approvals, a Client may invest in the company’s securities.

Litigation and Regulatory Events. Clients may purchase or sell short securities of companies that are involved in litigations and/or regulatory actions. Depending on the outcome of such litigation or regulatory action, the value of the involved company’s securities may change materially, thereby presenting an opportunity to profit from such change.

In implementing the Event-Driven Strategy, Scoggin may pursue certain targeted strategies, in addition to investing in the general financial instruments described below. These targeted strategies include the following:

Investments in Securities and Other Obligations of Financially Distressed Companies. Clients may invest as a secondary objective in securities of companies that have become financially distressed as a result of unexpectedly or chronically poor operating results, an excessive debt burden or a substantial liability. An investment in such distressed company’s securities may be made if Scoggin believes that a successful restructuring or reorganization is likely to be completed and that the value of the new securities to be received, plus cash or any other consideration, if any, will exceed the current market price of such securities.

“Private” Investments. Scoggin also periodically invests in certain illiquid and longterm private equity investments that do not have a discernable exit strategy for an extended period of time from their acquisition. Examples of such investments are late stage venture capital investments, investments in restricted securities and direct investments in private operating companies.

Investment in Other Investment Vehicles. Scoggin has allocated a portion of Client assets (currently less than 5%) to investments in other pooled investment funds that engage in the same or related transactions to those that Scoggin enters into directly. These investments permitted Clients to gain access to other capable professional managers in an attempt to diversify the Client’s investments and enhance its returns. The Client’s investments in investment funds were accessed through direct purchases of investment fund interests and through affiliated participation agreements and/or swap transactions. Certain of these funds may engage in transactions which are significantly more illiquid than those engaged in directly by Scoggin. Although the certain Scoggin Funds hold legacy investments in other pooled investment funds, Scoggin does not currently, and does not intend in the future to, pursue these strategies.

Investment in Digital Assets. Scoggin has allocated a portion of Client assets (in no event more than 5% measured at the time of the investment) to investments in the most liquid digital assets (currently Bitcoin (BTC) and potentially Ether (ETH)). Scoggin will either purchase BTC (or ETH) directly or will access these investments on the Grayscale Exchange. Scoggin believes that a limited exposure to this asset class will diversify Client’s portfolios and offers the potential to generate gains (although it also may result in losses).

The PM Trading Strategy. The PM Trading Strategy involves the buying and selling of equities and derivatives thereon on a short-term basis. The strategy seeks to leverage the Portfolio Manager’s relationships in the investment community to implement short-term liquidity-based trading. The short-term trading strategy expects to capitalize on a need for liquidity in the equity trading market given the current market where primary market makers are providing less liquidity than they have historically due to various market conditions This strategy often involves taking sizable positions and placing thousands of orders per month, which must be executed through hundreds of thousands of smaller individual trades to completely fill the orders. Typical trades will be of a very short duration (i.e. most are expected to be intra-day): any positions held longer than one day will be limited in size as part of the portfolio manager risk management. From timeto-time trades have involved and are expected to involve intra-day deployment of a sizable portion of the Flagship Funds’ assets, potentially comprising a majority of the Flagship Funds’ trading and investment exposure. Financial Instruments Utilized The Event Driven Strategy utilizes a variety of financial instruments in connection with the implementation of that strategy. These instruments may include, without limitation, equity, debt, options, derivatives, futures, forwards, swaps, and other similar instruments. The PM Trading Strategy utilizes a variety of financial instruments in connection with the implementation of that strategy. These instruments may include, without limitation, equity and swaps. The description

below provides a non-exhaustive summary of the principal types of instruments that may be used across both strategies. The risks associated with these instruments are discussed in the Risks section below. Short Sales. Scoggin makes short sales of securities for Clients which Scoggin believes are overvalued. A short sale is a transaction in which a Client sells a security it does not own in anticipation of a decline in market price. The profit realized, if any, will be the price differential between the price received in the short sale and the cost of the securities purchased to cover the short sale. However, a loss may be suffered if the price of the security which was sold short rises, thereby increasing the cost to purchase the securities to cover the short sale. Scoggin also makes short sales as a hedging device from time to time. For example, short sales may be made to offset a potential decline in a long position or a group of long positions or to protect against market fluctuations in the securities to be received upon the consummation of an exchange offer or merger. Use of Options. Where deemed appropriate by Scoggin, a Client will engage in options transactions either in lieu of, or in combination with, the purchase of the underlying securities. A Client will buy and sell only those options that are listed on a national securities exchange and/or over-the-counter options. Stock options give the purchaser the right to purchase or sell an individual stock at a certain price during a certain time period. Options on the stock indices are similar to the options on individual stocks described above, except they are based upon an index. Leverage/Borrowings. Scoggin will employ leverage when it deems it appropriate to do so by buying securities on margin and by arranging with banks, brokers and others to borrow money. Scoggin does not intend to employ leverage through borrowings in a ratio exceeding 2:1 debt to equity. Historically, Scoggin has employed leverage through borrowings to a limited extent and expects that it will continue to use such leverage on a limited basis in the future. In addition, to the extent that Scoggin utilizes futures and forward contracts, as well as other derivatives, these instruments are inherently leveraged. Derivative Transactions. Scoggin also engages in various derivative transactions in futures contracts, forward contracts, and options thereon for hedging and speculative purposes. Related derivative, including swap, transactions also are effected, which may include swaps with affiliated non-U.S. investment entities and others which are related to Client securities transactions. The foregoing transactions generally involve foreign currencies, financial instruments, metals and other instruments and commodities, as well as other financial transactions. In addition, Scoggin may sell a participation interest in Client investments in certain instruments (e.g., bank debt) to other affiliated entities. Scoggin also engages in trading mortgage-backed securities and similar instruments for Clients. Scoggin is also permitted to make such other investments and to pursue such other investment strategies as it may determine, in its sole discretion, to be potentially profitable whether or not such investments are within the investment strategies discussed above. Scoggin may retain portfolio managers, consultants, and/or sub-advisors to manage a portion of its Clients’ investment portfolios. There can be no assurance that a Client will achieve its investment objective or that the strategies pursued and methods utilized by Scoggin will be successful under all or any market conditions.

Material Risks of Investment Strategies Investing in securities involves a risk of loss that Clients and investors should be prepared to bear. A brief explanation of the material risks associated with Scoggin’s significant investment strategies and methods of analysis follows. Additional risk information for each Flagship Fund is set forth in its Memorandum. Special Risks Associated with the Event Driven Strategy

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Scoggin provides investment management services to U.S. and non-U.S. Funds. Each Flagship Fund has a minimum investment requirement for investors as set forth in the Flagship Fund’s Memorandum, which is waivable in Scoggin’s discretion, in the case of U.S. Funds, or the board of directors’ discretion in the case of non-U.S. Funds. Investors also are required to meet certain eligibility standards as set forth in each Flagship Fund’s Memorandum. Scoggin may also from time to time provide investment management services to Pooled Investment Vehicles and a limited number of Separate Account Clients, which generally are expected to be institutions. Any such Clients will be accepted on a case-by-case basis.

As noted in Item 5, an affiliate of Scoggin receives performance-based compensation. Performance-based fee arrangements received by an affiliate of Scoggin create an incentive for Scoggin to make investments that are riskier or more speculative than those that would be recommended under a different fee arrangement. Such fee arrangements also create an incentive to favor higher fee-paying accounts over other accounts in the allocation of investment opportunities. The Affiliated Funds have differing management and performance fee structures. Such differing fee structures create certain conflicts of interest between Scoggin and its affiliates given the side-by-side management by Scoggin and its affiliates of such Affiliated Funds. See Item 10 for a discussion of Scoggin’s affiliation with other investment advisers and policies and procedures to mitigate any conflicts of interest arising from such relationships and the side-by-side management of Affiliated Funds with different fee structures.

Scoggin’s affiliate, Scoggin Advisors LLC (“Scoggin Advisors”), acts as portfolio manager to Scoggin International Fund Ltd., and Scoggin Overseas Fund Ltd. In that capacity, Scoggin Advisors primarily is responsible for monitoring that Scoggin is adhering to its investment strategies, including its investment policies and restrictions. In addition, Scoggin Advisors oversees the activities of such Flagship Funds’ administrator and performs various tasks at the direction of Scoggin International Fund Ltd.’s board of directors. Scoggin Advisors also acts as administrative manager to Scoggin Capital Management II LLC and Scoggin Capital Management LLC. In that capacity, Scoggin Advisors is responsible for administration of such Flagship Funds, for monitoring Scoggin’s compliance with its investment activities, strategies and limitations and overseeing the activities of such Flagship Funds’ administrator. Old Bellows, also a registered investment adviser, is an affiliate of Scoggin by virtue of partial common ownership. Old Bellows acts as the investment manager to the Worldwide Funds for which Dev Chodry is Chief Investment Officer. In addition, Athena Partners Management LLC (“Athena”), an affiliate of Scoggin and Old Bellows, is also a registered investment adviser that provides investment advice to one of the classes of the Worldwide Funds. The Athena investment strategy is not currently appropriate for the Scoggin Clients and therefore Scoggin, currently does not pursue the same investments as Athena. Therefore, conflicts are not expected to occur between Scoggin and Athena. The various Affiliated Funds have differing fee structures. In addition, the Chief Investment Officers of Scoggin and Old Bellows own varying amounts of each investment adviser. Furthermore, the Chief Investment Officers of Scoggin and Old Bellows own different amounts of the various Affiliated Funds. The differing fee structures, the differing ownership levels of Scoggin and Old Bellows and the differing ownership levels of the various Affiliated Funds causes each Chief Investment Officer to derive different amounts of profits from Scoggin, Old Bellows and/or the various Affiliated Funds and thus creates an incentive for an individual Chief Investment Officer to favor one Affiliated Fund over another. To avoid even the appearance of such impropriety, Scoggin and Old Bellows have adopted joint policies and procedures for allocation of investment opportunities and trades. It is the policy of Scoggin and Old Bellows that investment decisions for Affiliated Clients are to be made consistent with the investment objectives, guidelines and restrictions of such Affiliated Clients and that investment opportunities and trades are to be allocated fairly and equitably among accounts

participating in each transaction, taking into consideration their investment objectives and restrictions, and after consideration of such factors as their current holdings, available cash for investment and the size of their positions. While Scoggin’s goal is to be fundamentally fair to all Clients on an overall basis with respect to the allocation of investment opportunities, on a trade-by-trade basis some Clients may be treated more favorably than other Clients. For Clients that have similar investment strategies, Scoggin, generally attempts to manage such Client accounts in the same manner so that they have similar holdings and positions, and typically invests for the those Clients proportionally based upon relative net assets. In allocating investment opportunities among Clients that pursue different investment strategies and have different objectives and restrictions, given the differing holdings, available cash for investment and primary investment focus, if any, and the size of current positions each such Client will not necessarily participate in each transaction in a security or instrument that might be considered within the range of permissible investments for that Client account. Currently, all Affiliated Clients pursue different investment strategies. Allocation of Distressed Credit Strategy Trades With respect to distressed credit strategies, Scoggin and Old Bellows periodically establish trade allocation formulas for their flagship clients (“Flagship Clients”) which include Scoggin International Fund Ltd., Class A of Scoggin Worldwide Fund Ltd. (the “Worldwide Master Fund”) and any other Affiliated Client accounts managed according to the same investment strategies as such funds. The trade allocation formulas are based on the relative amount of assets under management and investment strategies for the various Flagship Clients. Scoggin and Old Bellows can adjust the established allocation formulas based on changes to assets under management or adjustments to the investment strategies for each of the Flagship Clients. It is generally the policy of Scoggin and Old Bellows that distressed credit strategy orders executed for Flagship Clients of the same security in the same direction on the same trading day will be aggregated for execution. For each aggregated or bunched distressed credit strategy order, when the trade is entered, the order management system utilized by Scoggin and Old Bellows automatically allocates that trade to each Flagship Client consistent with the existing allocation formula, and all Flagship Clients participating in such orders will receive the average price for the trading day. Allocations of distressed credit strategy securities for Flagship Clients may be modified from the established trade allocation formulas after preparation of the allocation statement but prior to settlement under the following circumstances:

Investment Guidelines. If it is determined that an allocation would result in a violation of any Flagship Client’s investment objectives or guidelines. In addition, trades may be reallocated to one of the Flagship Clients if its investment objectives limit its potential universe of available securities provided the other Flagship Clients could, consistent with their investment objectives and guidelines, obtain substantially the same investment result by participating in another available investment opportunity.

Legal Requirements. If it is determined that an allocation would result in a violation of any law or regulation applicable to the type of Flagship Client or transaction.

Portfolio Manager Discretion. In other circumstances at the direction of, or with approval from, the Chief Investment Officer for Distressed Credit Strategies.

Rebalancing Trades. Upon subscriptions to or redemptions from the Flagship Clients, the Chief Investment Officer for Distressed Credit Strategies may or may not choose to rebalance the portfolio, depending on market conditions at the time. Instead, the Chief Investment Officer for Distressed Credit Strategies may choose to adjust positions over time with rebalancing trades that result in deviations from pre-set allocations.

All exceptions to the established allocation formulas for Flagship Clients are required to be reviewed and approved by the Scoggin and Old Bellows portfolio managers. In addition, the Chief Compliance Officer will periodically review samplings of portfolio manager approved exception reports for any anomalies that require further investigation. Currently, the Worldwide Funds are solely owned by persons affiliated with Scoggin. Consequently, Old Bellows and Scoggin’s aggregation of distressed credit strategy trades for Scoggin International Fund Ltd., and Class A of the Worldwide Master Fund in limited opportunity trades causes the participation by the affiliated Class A of the Worldwide Master Fund in such allocations to reduce the opportunity available to Scoggin International Fund Ltd. To address this conflict, it is the policy of Scoggin and Old Bellows that if a distressed debt security is of limited availability, generally, Scoggin will purchase or sell the amount of the security desired for International Fund Ltd. prior to Old Bellows transacting in the security for Class A of the Worldwide Master Fund. In addition, trades for distressed debt securities for any Affiliated Clients other than Flagship Clients (“Non-Flagship Clients”) will not be included in the trade allocation formulas established for Flagship Clients because of the differences in investment guidelines and restrictions between the Non-Flagship Clients and the Flagship Clients. Nonetheless, to the extent Scoggin and Old Bellows seek to make the same investment for Non-Flagship Clients and Flagship Clients at the same time each will endeavor to allocate such investments fairly between Non-Flagship Clients and Flagship Clients based on the investment strategy of each of the participating Non-Flagship Clients and Flagship Clients funds and their available cash at the time of the trade. However, if a proposed distressed debt investment is of limited availability and Class A of one of the accounts participating in the investment will be Class A of the Worldwide Master Fund, Scoggin and Old Bellows will effect the transaction in the distressed debt security for all participating Affiliated Clients other than Class A of the Worldwide Master Fund before Old Bellows effects a transaction for Class A of the Worldwide Master Fund. In addition, the Chief Compliance Officer periodically reviews investments made on behalf of Flagship Clients to determine that Scoggin and Old Bellows are not favoring such clients over Non-Flagship Clients. It should be noted that as of the date of this brochure Scoggin and/or Old Bellows do not plan to make additional investments in distressed debt securities for any Non-Flagship Clients. However, the allocation policies described

herein have been adopted because in the past Scoggin and/or Old Bellows managed Non-Flagship Clients that invested in distressed debt securities and may do so again in the future. Allocation of Equity Security Trades between Scoggin and Old Bellows Clients Mr. Chodry is responsible for making equity security decisions for Class A of the Worldwide Master Fund and Mr. Effron and Mr. Schenker are responsible for equity security decisions for Scoggin clients. If Mr. Chodry desires to transact in an equity security for Class A of the Worldwide Master Fund, he will first check whether Scoggin plans on transacting in such security that day for Scoggin clients. If Scoggin plans on trading such security that day for Scoggin clients, generally, Mr. Chodry will not transact in the security on that day for Class A of the Worldwide Master Fund until Scoggin finishes taking the position it desires in such security for its clients.

Scoggin has adopted a Code of Ethics (the “Code”) that sets forth the ethical and fiduciary principles and related compliance requirements under which Scoggin operates and the procedures for implementing those principles. The Code includes provisions that govern fiduciary duty, Client opportunities, insider trading, personal trading, gifts and entertainment, political contributions, outside business activities and confidentiality. Scoggin’s and its affiliates’ principals, employees and certain related persons of such principals and employees (principals, employees and such related persons, collectively, “Employees”) are subject to Scoggin’s personal trading policies. Under such policies, Employees are permitted to maintain personal securities accounts provided that such accounts are disclosed to Scoggin and that any personal trading is consistent with applicable law and with the Code. The Code contains policies and procedures that, among other things:

prohibit Employees from taking personal advantage of opportunities belonging to Clients;

prohibit trading on the basis of material nonpublic information;

place limitations on personal trading by Employees to avoid direct conflict with Client trading and impose preclearance (in most cases) and reporting obligations with respect to trading; and

require initial and annual reports of securities holdings and quarterly transaction reports by Employees.

Subject to compliance with the Code, Employees may buy, sell or hold, for their own personal accounts, securities that Scoggin also may buy, sell or hold for Affiliated Clients. Similarly, Scoggin, consistent with Clients’ investment objectives and in accordance with applicable law, may cause accounts it manages to purchase or sell securities in which Scoggin or Employees of Scoggin, directly or indirectly, have a position or interest. To address conflicts of interest issues that may arise from personal trading, Scoggin has adopted a policy that requires Employees to

reimburse Affiliated Clients if Employees trade in a security on the same day that Affiliated Clients trade in such security and the Employees receive a better price than the Affiliated Clients for such security. Specifically, if an Employee and an Affiliated Client trade the same security on the same day in the same direction and the Employee receives or pays a better price than the Affiliated Client for the security, then the Employee will be required to reimburse the Affiliated Client the difference between the price the Employee received or paid for the security and the price the Affiliated Client received or paid for the security. The Chief Compliance Officer reviews all Employee trades that occurred on the same day as Affiliated Clients to determine if any reimbursements need to be made by Employees to Affiliated Clients based on this policy. For the avoidance of doubt, certain large cap Exchange Traded Funds that are listed on an internal Employee website are not subject to the reimbursement requirements outlined in this paragraph. As noted in Item 10 above, currently the Worldwide Fund is solely owned by persons affiliated with Scoggin and, therefore, is a related account of Scoggin. As further described in Item 10 above, Scoggin and Old Bellows have adopted procedures with respect to the trading of Class A of the Worldwide Master Fund to prevent it from taking away investment opportunities from Affiliated Clients. Scoggin’s Code of Ethics is available to Clients or prospective Clients upon request from Todd Jablonsky, Scoggin’s Chief Compliance Officer, at (212) 355-5600. Scoggin does not “solicit” Clients, all of which currently are private investment funds, to invest in other funds managed by it or its affiliates. From time to time, however, Scoggin, in the exercise of its investment discretion, invests assets of a Scoggin Fund in another fund managed by it or an affiliate. Such investments are expected to be infrequent. Scoggin does not generally purchase securities for one Client account from another Client account or sell securities from one Client account to another Client account. (Such transactions between client accounts are commonly known as “cross trades”.) From time to time, however, Scoggin may determine that it is in the best interest of certain Clients to cross trade certain securities between their accounts, or with Affiliated Clients managed by Old Bellows. Any such transaction will be effected at the market price of the security determined at the time of the transaction. Cross trades will be effected only if consistent with the investment objectives and restrictions of the Affiliated Clients involved and with Scoggin’s internal cross trade policies and procedures.

In the exercise of its discretionary authority, Scoggin has the authority to determine, without obtaining specific Client consent, the broker-dealers (“Brokers”) to be used for each transaction and to negotiate the rates and commissions the Client will pay. In selecting Brokers to execute transactions, Scoggin need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not Scoggin’s practice to negotiate “execution only” commission rates; thus, a Client may be deemed to be paying for other products and services provided by the Brokers which are included in the commission rate.

Scoggin attempts to enter into brokerage arrangements that are competitive, based on its knowledge of the industry. In making its selection of Brokers, Scoggin takes into account the Brokers’ reliability, reputation, financial responsibility, stability, ability to execute trades, nature and frequency of sales coverage, commission rate, if any, and the responsiveness of the Brokers. In addition, Scoggin considers the value of brokerage and research products and services, including, among other things, proprietary research from broker-dealers and research either generated and provided by the Brokers, or provided by others and paid for by the Brokers (either by direct or reimbursement payment in whatever form, cash payments, commissions, or any other means). Research services may include, among other things, research concerning market, economic and financial data, a particular aspect of economics or on the economy in general, statistical information, data or pricing regarding securities, financial publications, electronic market quotations, performance analytics, analyses concerning specific securities, companies, industries or sectors and market, economic and financial studies and forecasts. Research may be in written or oral form. Scoggin maintains a Best Execution Committee, which meets quarterly to review the quality of executions and the value of other services received from brokers used by Scoggin and based on such reviews the Best Execution Committee may add or remove approved brokers. The members of the Best Execution Committee are the CFO, the head trader, the Co-Chief Investment Officers for Event-Driven Strategies, the Chief Investment Officer for Distressed Credit Strategies and the CCO. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” for investment managers who use brokerage commissions or transaction fees (also known as “soft dollars”) generated by their client accounts to obtain certain products and services. Eligible Section 28(e) expenses include investment research that provides lawful and appropriate assistance to an investment manager in performing investment decision-making responsibilities and/or brokerage products and services (beyond traditional execution services) that perform functions incidental to transaction execution. Scoggin’s use of soft dollars to purchase products and services is intended to comply with the requirements of Section 28(e). Nonetheless, Scoggin’s use of soft dollars under the Section 28(e) safe harbor to obtain products and services creates various conflicts of interest. For example, by using Client commissions to obtain products and services, Scoggin does not have to produce or pay for such products and services. Consequently, Scoggin has an incentive to select or recommend Brokers based on its interest in receiving products and services, rather than its Clients’ interests in receiving most favorable execution. In addition, when products and services are received, Clients may pay higher commissions than those charged by other Brokers (from or through whom such products and services were not received). In addition, some products and services will not necessarily be used by a particular Client even though the Client’s commission dollars were used to obtain the products and services. Therefore, under such circumstances, the Client will not be the direct or indirect beneficiary of the products and services generated by its brokerage transactions. Some products and services may have a mixed-use and only partially be used for purposes that qualify for the Section 28(e) safe harbor. Under such circumstances, Scoggin makes a good faith effort to reasonably allocate the costs of such products and services according to their use and only

allows those portions of the costs that are eligible under Section 28(e) to be paid for with commission dollars. Those portions of the costs that are not eligible to be paid for with commission dollars under Section 28(e) Scoggin allocates to Clients to the extent they are allowable Client expenses or to Scoggin to the extent they are ineligible Client expenses. In allocating the costs of a mixed-use product or service, Scoggin has an incentive to designate as much as possible of the costs to eligible Section 28(e) soft dollar expenses to minimize the amount that Scoggin and/or Clients must pay directly. To address this conflict of interest, Scoggin maintains documentation of its methodology for allocating the costs of mixed-use products and services between allowable and non-allowable soft dollar expenses. Such documentation is periodically reviewed by the Chief Compliance Officer to determine that the allocations were reasonable.

Scoggin does not currently but may in the future pay certain brokers, finders and/or other third parties fees or similar compensation in connection with the referral of investors to the Scoggin Funds. Investors in the Scoggin Funds will not pay higher advisory fees based on such referrals. Other than the soft-dollar benefits described in Item 12 above, Scoggin does not receive any economic benefit for providing advice to Clients from anyone other than its Clients.

Scoggin does not have any disciplinary or legal events to report.

Scoggin undertakes the following activities in an effort to ensure that investments for Clients are made in accordance with their respective investment objectives and restrictions:

Operational personnel monitor and reconcile the cash and trades daily for each account and advise portfolio managers of any apparent anomalies.

For any Separate Account Clients and/or Pooled Investment Vehicles that Scoggin may manage in the future, each such account’s portfolio will be monitored by the portfolio manager or a member of the portfolio management team through the use of an electronic trading system for compliance with investment objectives and restrictions.

For the Scoggin Funds, the portfolio manager or a member of the portfolio management team continuously monitors trading for consistency with each Scoggin Fund’s investment objectives and restrictions.

Investors in the Flagship Funds generally are provided with written unaudited monthly statements of their account from the administrator and annually receive audited financial statements.

Scoggin does not have physical custody of any Client assets. Because Scoggin or related persons of Scoggin act as the managing member or general partner of certain Clients, Scoggin is deemed

to have custody of the assets of those Clients under SEC rules. Scoggin maintains the assets of all Clients with qualified custodians, within the meaning of Rule 206(4)-2 under the Advisers Act. For the Flagship Funds, Scoggin satisfies reporting requirements under that rule by furnishing audited financial statements annually to all investors in such Flagship Funds within time periods required under the custody rule. With respect to the SPVs, investors will receive statements directly from the qualified custodian of such private investment fund. Investors in the SPVs are urged to carefully review all qualified custodian account statements and contact Scoggin if they have any questions. Investors in the SPVs are also urged to review any communication they receive from Scoggin related to the SPVs and to contact Scoggin if they have any questions upon conducting such a review. Scoggin would not typically have physical or constructive custody over Separate Account Client accounts or Pooled Investment Vehicles.

Scoggin has the authority to determine for Clients, without obtaining their specific consent, (1) securities or other instruments to be bought or sold, (2) the amount of the securities to be bought or sold, (3) the broker or dealer to be used, and (4) commission rates paid. Limitations on Scoggin’s authority are imposed by the investment strategies and objectives of Clients. See Item 4.

Scoggin exercises discretion to vote proxies for Flagship Funds’ securities. Scoggin, for itself and on behalf of Old Bellows, engages Institutional Shareholder Services (“ISS”) to vote any proxies and Scoggin has so notified each Flagship Fund. The Chief Financial Officer manages Scoggin’s relationship with ISS. The Chief Financial Officer ensures that ISS votes all proxies, consistent with Scoggin’s agreement with ISS and Scoggin’s general guidance and retains all required documentation associated with proxy voting. Scoggin reserves the right to vote any proxy instead of ISS, and Scoggin exercises such right on rare occasions. Scoggin does not disclose how it expects to vote on upcoming proxies. Additionally, Scoggin does not disclose the way it voted proxies to unaffiliated third parties who do not have a legitimate need to know such information. Scoggin must act as a fiduciary when voting proxies on behalf of the Flagship Funds. In that regard, Scoggin will seek to avoid possible conflicts of interest in connection with proxy voting. Normally, conflicts of interest are addressed by having ISS vote the proxy consistent with Scoggin’s general guidance on proxy voting but independent of Scoggin input on the particular proxy. However, in the limited cases when Scoggin chooses to exercise a vote itself, the Chief Financial Officer and the Chief Compliance Officer will consider whether Scoggin is subject to any material conflict and will take action to mitigate such conflict. ISS will retain and provide copies to Scoggin of information in connection with each proxy vote. ISS and the Chief Financial Officer will maintain the following records with respect to proxies: (i) proxy statements received regarding Flagship Fund securities; (ii) records of votes cast on

behalf of an Flagship Fund, including each security as to which votes were cast, the number of shares voted and how they were voted on each issue; (iii) written records of requests by Flagship Funds for proxy voting information; (iv) written responses to any written or oral requests; and (v) any documents prepared or used by Scoggin that were material to how a proxy was voted or that memorialized the basis for the voting decision. Scoggin does not accept requests from Flagship Funds to vote proxies in a particular manner. Scoggin’s proxy voting policy and procedures are available upon request. A Flagship Fund may obtain Scoggin’s proxy voting policy or a record of Scoggin’s proxy voting for such Flagship Fund by contacting Todd Jablonsky, Scoggin’s Chief Compliance Officer, at (212) 355-5600.

Scoggin has no financial condition that impairs its ability to meet contractual commitments to Clients and has not been the subject of a bankruptcy proceeding.