SCOPUS ASSET MANAGEMENT, L.P.

Our Firm Scopus Asset Management, L.P. (“Scopus” or the “Adviser”) is a Delaware limited partnership with its principal place of business in New York, New York. Scopus commenced operations as an investment adviser in June 1998. As of December 31, 2025, the regulatory assets under management managed by Scopus, all on a discretionary basis, was approximately US $3,818,629,319. Scopus does not manage assets on a non-discretionary basis. Principal Owners The Adviser is 99% owned by Alexander Mitchell. Scopus Capital, Inc. owns the remaining 1%, which in turn is wholly-owned by Mr. Mitchell. Client Types Scopus provides investment management services to the following privately pooled investment vehicles: • • • • •

Scopus Partners, L.P. Scopus Partners II, L.P. Scopus Fund Ltd. Scopus Vista Partners, L.P. Scopus Vista Fund Ltd.

Each is hereinafter referred to as a “Fund” or “Client” and are collectively referred to as the “Funds” or “Clients.” The Funds are structured as either U.S. limited partnerships or B.V.I. corporations. Scopus Advisers, LLC (the “General Partner”) serves as general partner to the U.S. limited partnerships and Mr. Mitchell is the managing member of the General Partner. The Funds are exempt from registration under the Investment Company Act of 1940. Types of Services Offered As described above, the Adviser provides investment management services to the Funds. Each Fund’s offering documents (as amended and supplemented from time to time, the “Offering Materials”) set forth the investment guidelines and/or the types of investments in which the assets of such Fund may be invested. The Funds generally employ substantially similar investment strategies. The Funds’ investment objective is to achieve superior returns through capital appreciation by investing, on a long and short basis, generally in common stocks and derivatives instruments, including, without limitation, those linked to U.S. equity markets (such as options, warrants, convertible securities, forward contracts, futures, swaps and ETFs). The investment approach involves a combination of extensive fundamental research and bottom-up financial analysis to identify investment opportunities that are materially undervalued (in the case of long positions), or overvalued (in the case of short positions), by the marketplace. Scopus or the General Partner may seek to reduce risk through a variety of risk management procedures and practices, including, without limitation, monitoring and adjusting portfolio, market and sector exposure, using derivatives and hedging instruments, re-sizing investment positions and performing regular portfolio monitoring and review. Scopus or the General Partner may employ leverage, to varying degrees, on behalf of the Funds.

Ability to Tailor Services and Impose Restrictions The investment objective and strategy for each Fund is described in its particular Offering Materials. Scopus provides investment management services to the Funds as pooled investment vehicles based on the specific investment objectives and strategies of the Funds themselves and not individually to investors in the Funds (the “Investors”). Therefore, Scopus does not tailor its advisory services to the individual needs of any of the Investors. Investors may not impose restrictions on investing in certain securities or types of securities.

Fee Schedule In consideration for the investment advisory services that Scopus provides to Clients, Scopus generally receives (i) an annual asset-based management fee, which is typically payable monthly in advance and is applied to an Investor’s capital account or shares (as applicable) and (ii) performance-based compensation, as described in more detail in Item 6 below. Scopus generally receives a management fee from Clients that ranges from 1.5% to 2% per annum of the value of assets under management. The fee is charged monthly in advance to each Fund and is deducted monthly in advance from the Investors’ accounts by instructing the Funds’ custodian. Refunds for prepaid management fees generally do not apply for the Funds, as these fees are charged at the beginning of the month and withdrawals are generally not permitted prior to the end of a quarter. The fee schedule for the Funds is generally not negotiable; however, Scopus has discretion to waive or otherwise modify fees with respect to any Investor, including affiliates of the General Partner or the Adviser and principals or employees of Scopus and their family members (and any trusts or other entities operated for their benefit). For example, Alexander Mitchell and certain members of his family (including any trusts or other entities operated for their benefit) pay lower fees or no fees in connection with their investments in the Funds. Scopus (or an affiliate) is also entitled to an incentive fee or allocation that ranges from 20% to 30% of the annual net profits allocable to an Investor’s capital account (or shares). The incentive fee or allocation is generally payable (or allocable) at the end of each fiscal year of the relevant Client and calculated based on realized and unrealized gains and losses. The incentive fee or allocation is also calculated on any withdrawal of capital occurring other than at the end of a fiscal year. The incentive fee or allocation is subject to loss recovery provisions, sometimes referred to as a “high-water mark,” whereby the incentive fee or allocation may be reduced until prior losses are recouped or may be payable only after recoupment of prior losses. While the incentive fee or allocation for the Funds is generally not negotiable, Scopus has discretion to waive or otherwise modify the incentive fee or allocation arrangement for any Investor, including affiliates of the General Partner or the Adviser and principals or employees of Scopus and their family members (and any trusts or other entities operated for their benefit). For example, Alexander Mitchell and certain members of his family (including any trusts or other entities operated for their benefit) pay lower fees or no fees and bear lower or no allocation in connection with their investments in the Funds. Any incentive fee or allocation will be calculated with respect to any Investor that redeems shares or interests as of any date other than the end of the fiscal year, on the basis of realized and unrealized gains and losses through the redemption date. The incentive fee or allocation vary in the range noted above depending on the particular Fund, as more fully described in the Offering Materials for the relevant Fund.

Scopus does not enter into sub-advisory or other fee-sharing or similar arrangements with respect to its Clients. Investors generally have the right to withdraw or redeem from a Fund at the end of a fiscal year upon sixty (60) days’ prior written notice. In certain circumstances, early or special withdrawals by Investors may be subject to a fee of 1% of such withdrawal proceeds. Transaction Based Compensation Scopus and its employees do not accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products to Clients. Other Fees and Expenses The Funds are generally responsible for their own expenses. As more fully described in the relevant Offering Materials, these expenses generally include: management fees and compensation to Scopus as described above, legal, compliance, audit, tax, administration and accounting expenses, which, for the avoidance of doubt, includes, but is not limited to, (i) third party accounting and administration services, (ii) costs and expenses related to compliance testing and reporting, (iii) costs and expenses incurred with respect to preliminary preparation and instruction for registration (including, but not limited to, a review of internal controls and reporting procedures, preparing a compliance manual, instituting new policies and procedures, and reviewing marketing materials), (iv) occupancy costs related to data management, investor records and other data storage, recovery and protection, (v) equipment and office space related to disaster recovery and other business continuity arrangements, and (vi) legal or tax advice associated with investments; organizational expenses; expenses related to the offer and sale of shares or limited partner interests and other expenses related to the Clients; regulatory, reporting, and filing expenses (including, without limitation, expenses associated with Client level compliance the Foreign Account Tax Compliance Act (“FATCA”) (if any) and Client level reporting on Form PF); any registration expenses; investment expenses such as commissions, research and consulting fees and expenses (including conference fees, research-related testing, travel, meal and lodging expenses); news and quotation services; risk management, including technology, software, support, programming, screening and reporting; research databases and services; research and economic reports, publications, subscriptions and transmissions; analytical, statistical and pricing reports and services; research and portfolio management hardware, software and services; proxy voting expenses (including, without limitation, automated proxy voting expenses); interest on margin accounts and other indebtedness; borrowing charges on securities sold short; custodial fees; transfer fees; any other expenses related to the purchase, sale or transmittal of Fund assets; and premiums for liability insurance for the principals, officers and employees of the General Partner, the Adviser and all affiliates. Scopus has the right to enter into agreements with broker-dealers to bear certain expenses of the Funds, the General Partner or the Adviser in consideration of the brokerage business transacted by the Funds with such broker-dealers. Please see Item 12 below for further discussion of the factors that Scopus considers in selecting or recommending broker-dealers for Client transactions and determining the reasonableness of their compensation (e.g., commissions). Additional information about each Fund as well as the fees and expenses charged to Investors by such Fund is provided in the Offering Materials applicable to such Fund.

Investing involves substantial risks, including the risk of total loss of capital, and may not be suitable for all investors. Scopus employs a similar investment strategy amongst the Funds, which is subject to specific risks. Some of these risks are described in further detail in the Offering Materials of the relevant Fund, along with additional risks, all of which you should review before investing. METHODS OF ANALYSIS & INVESTMENT STRATEGY Scopus employs a similar investment strategy amongst all of the Funds. The investment objective is to achieve superior returns through capital appreciation by investing, on a long and short basis, generally in common stocks and derivative instruments, including, without limitation, those linked to U.S. equity markets (such as options, warrants, convertible securities, forward contracts, futures, swaps and ETFs). The Adviser’s investment approach involves a combination of extensive fundamental research and bottom-up financial analysis to identify investment opportunities that are materially undervalued (in the case of long positions) or overvalued (in the case of short positions). Scopus utilizes an investment methodology that combines value analysis with anticipation of improving fundamentals and growth opportunities that are typically overlooked or not fully understood and appreciated by the market, including prospects for accelerating revenue and earnings growth, cyclical improvements in the company’s industry or product cycle and opportunities for turnaround and restructuring. Such methodology involves detailed company analysis and investing when the Adviser believes that the underlying value of the company’s assets and future growth opportunities are not reflected in the current market valuation of the company’s securities. Scopus seeks to identify specific catalysts and to anticipate events that will lead the market toward what it perceives as the company’s true value and to identify specific and compelling reasons for each investment to perform within a Client’s investment objective of superior returns. Scopus utilizes earnings models to further analyze the investment opportunities and combines the model results with analysis of industry projections. Much of the analysis is performed through research, which generally includes examining a company’s financial reports, assessing the company’s products, industry and competitive position in its industry, developing and conferring with industry contacts and actively consulting and engaging senior management. Scopus believes that top management can make a material difference in the success of a company and generally looks for company management that is both capable and incentivized to deliver greater shareholder value. Dialogue with management and other industry contacts, in addition to helping to develop ideas, also serves to validate and monitor investment theses on a continuing basis. As discussed above, a Client’s investment portfolio generally consists of long and short positions in common stocks of U.S. companies and derivative instruments, including, without limitation, those linked to U.S. equity markets (such as options, warrants, convertible securities, forward contracts, futures, swaps and ETFs), which are identified by the Adviser’s investment methodology. However, a Client’s investments may also include preferred stocks, hybrid securities, fixed-income securities (both corporate and governmental), debt securities, indices, real estate investment trusts and other real estate related securities, and other instruments deemed

appropriate in furtherance of a Client’s investment objective and methodology, including its various hedging strategies. The Adviser may also invest in private investments on a limited basis on behalf of Clients’ accounts. Scopus generally selects investments on the basis of its investment methodology and without any fixed requirements as to capitalization, revenues, earnings or other specific fundamentals. Accordingly, a Client could have positions in issuers of various capitalizations, in positions of limited liquidity or varying degrees of speculative quality. It is possible that certain of a Client’s portfolio securities may not be widely traded and that that Client’s positions in such securities may be substantial in relation to the public market (“float”) for such securities. In connection with the management of the Clients’ investment portfolios, Scopus employs leverage to varying degrees. Scopus intends to pursue the investment strategy described above with regard to a Client as long as such strategy is in accord with a Client’s investment objective. In addition, it may also formulate and implement new approaches to carry out the investment objective of a Client. In connection therewith, Scopus is authorized to invest in all types of securities, and engage in a broad variety of investment techniques, in furtherance of a Client’s investment objective. Accordingly, such possible investments and investment techniques to be utilized by a Client will not necessarily be limited to those described in the Offering Materials of the relevant Fund. Scopus may seek to reduce risk through a variety of risk management procedures and practices, including, without limitation, monitoring and adjusting of portfolio, market and sector exposure, using derivatives and hedging instruments, re-sizing investment positions and performing regular portfolio monitoring and review. RISK OF LOSS Investing in securities involves risk of loss, including the risk of total loss of capital, that Investors should be prepared to bear. The investment strategy employed by Scopus is speculative, involves a high degree of risk, and is suitable only for persons who are willing and able to assume the risk of losing some or all of their investment. There is no assurance that a Client’s investment objectives will be achieved or that Scopus’s investment strategies will be successful. The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Funds. Prospective investors are urged to consult their professional advisers and review the Offering Materials for the relevant Fund before deciding to make an investment in such Fund. General Risks Historical Performance Information. Prospective investors may review the historical performance information of a Client. In reviewing such information, prospective investors should understand that a Client’s historical performance results do not guarantee future results of that Client. Limited Rights of Investors. All decisions with respect to the management of the Clients are made exclusively by Scopus. Investors have no right or power to take part in the management of the Funds. The Adviser also makes all of the trading and investment decisions on behalf of the Clients. In the event of Scopus’s withdrawal or bankruptcy, generally the Funds will be liquidated. Dependence Upon the Adviser; Reliance on Key Individuals. All decisions with respect to the investment of a Client’s assets will be made by Scopus. As a result, the success of a Client will

depend upon the ability of Scopus to develop and implement investment strategies that achieve the Client’s investment objective. There can be no assurance that Scopus will be able to do so. Scopus depends upon the efforts of the portfolio manager of the Clients, Mr. Alexander Mitchell. In the event that Mr. Mitchell ceases to provide services to the Adviser for any reason, and although other personnel may be available to Scopus, the operations of the Clients could be adversely affected. In addition, Scopus and its affiliates may manage other investment vehicles and accounts and have other business responsibilities. Such additional responsibilities could have the effect of reducing the time and attention that Scopus and the portfolio manager devote to the investment activities of the Clients. Value Investing Generally. Since the nature of Scopus’s strategy is to identify securities which are undervalued (or, in the case of short positions, overvalued) by the marketplace, the success of such strategy necessarily depends upon the market eventually recognizing such value in the price of the security, which may not necessarily occur. Assuming that Scopus accurately identifies incidences of security mispricing by the market, the market may require considerable time to, or may never, correctly revalue such securities and enable a Client to realize upon its investments. A Client may require longer-term holding periods for its positions in order to be successful. Such positions may experience considerable price volatility over such holding periods. An investment in a Client, therefore, may not be appropriate for investors requiring short-term liquidity or stable returns. Currency Risk. An Investor who generally holds its assets in one or more currencies other than U.S. Dollars should consider that the currency exchange rate(s) between the U.S. Dollar and the Investor’s currency or currencies may fluctuate in an unfavorable manner. Fees and Expenses. The operating expenses of each Client, including, but not limited to, the management fee, the incentive allocation or fee (as discussed in Items 5 and 6 above) and fees paid to attorneys, accountants, and other service providers may, in the aggregate, constitute a high percentage relative to other investment entities. Scopus has discretion to waive or reduce fees with respect to, or allocations borne by, any Investor, including affiliates and employees of the Adviser and their family members (and any trusts or other entities operated for their benefit). Lack of Liquidity. The Funds are suitable investments only for sophisticated investors for whom an investment in such Funds does not constitute a complete investment program and who fully understand, are willing to assume, and who have the financial resources necessary to withstand, the risks involved in the Funds’ specialized investment program and to bear the potential loss of their entire investment in the Funds. There is no public market for interests in the Funds, and no such market is expected to develop in the future. Investors may not sell, transfer, exchange, assign, pledge or otherwise dispose of their interests in the Funds without the prior consent of the Adviser, which consent may be withheld for any reason or no reason. In addition, an Investor’s ability to make withdrawals may be subject to certain limitations described in the relevant Fund’s Offering Materials. Counterparty Risk. Many of the markets in which a Client may affect its transactions are “overthe-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. This exposes a Client to the risk that a counterparty will not settle a transaction in accordance with or because of a credit or liquidity problem, thus causing such Client to suffer a loss. In addition, in the case of a default, a Client could become subject to adverse market movements while replacement transactions are executed. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where a Client has concentrated its transactions with a single or small group of counterparties. A Client is not

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Please refer to Item 4 above for a description of Scopus’s Clients. With respect to the Funds, investment advice is provided directly to the Funds, and not individually to Investors. Any initial and additional subscription minimums are disclosed in the Offering Materials of each Fund, as applicable. The minimum initial investment for each Fund is generally

U.S. $1,000,000 and the minimum subsequent investment is U.S. $100,000. circumstances, minimum investment amounts may be waived.

In certain

Scopus is entitled to receive an annual incentive allocation or fee as described in Item 5. Incentive fees or allocations are calculated as a percentage of all net profits (realized and unrealized) of a Client account. The withdrawal or redemption by an Investor during the calendar year may lead to the incentive allocation or fee being calculated for such abbreviated period. Scopus structures any incentive allocation or fees subject to Section 205(a)(1) of the Investment Advisers Act of 1940 (the “Advisers Act”), in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. With respect to certain Investors, the General Partner or Adviser has discretion to waive or otherwise modify the incentive fee or allocation arrangement for such Investor, including affiliates of the General Partner or the Adviser and principals or employees of Scopus and their family members (and any trusts or other entities operated for their benefit). Performance-based fee arrangements may create an incentive for Scopus to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Such fee arrangements may also create an incentive to favor higher fee paying accounts over other accounts in the allocation of investment opportunities. Scopus has developed procedures designed and implemented to ensure that all Clients are treated fairly and equally, and to prevent conflicts from influencing the allocation of investment opportunities among Clients. To the extent a particular investment may be suitable for a Client and one or more of the other Scopus Accounts (as defined below), such investments may be allocated generally between such Client and the other Scopus Accounts based upon a pre-defined allocation ratio established by Scopus. Such allocation ratios may, but are not required to, be established on a pro rata basis based on the assets of each Scopus Account; however, Scopus, in lieu of a pro rata allocation methodology, may utilize one or more other portfolio “balancing techniques,” or other allocations methodologies, that Scopus determines is fair and equitable under the circumstances to all Scopus Accounts, including the Client. In determining a fair and equitable allocation methodology, Scopus may take into consideration such factors as the underlying investment strategy, existing positions in the same or similar securities, liquidity factors and leverage, the timing and amount of investor capital inflows and outflows, tax considerations, legal or other restrictions applicable to one or more of such vehicles and/or accounts, and other factors, and the resultant allocations may or may not be pro rata. A Client may not necessarily participate in every investment opportunity available to the Scopus Accounts and as a result, investment purchases, sales and holdings may differ between such Client and the other Scopus Accounts. Depending upon available capital, or the other allocation policies, an imbalance among the Scopus Accounts, including a Client, may also occur from time to time and may continue for an indefinite period of time. No other hourly, flat or asset-based fees are charged to Clients.

Alexander Mitchell is the primary owner and manager of Scopus and the managing member of the General Partner, which acts as general partner of Scopus Partners, L.P., Scopus Partners II, L.P. and Scopus Vista Partners, L.P. Mr. Mitchell is also a director of Scopus Fund Ltd. and Scopus Vista Fund Ltd. The General Partner is a special purpose vehicle that looks to and relies upon Scopus’s registration to the extent any of the General Partner’s personnel engage in investment advisory activities. Principals, officers, authorized persons, and employees of the General Partner are considered by Scopus as “persons associated with” it (as that term is defined in section 202(a)(17) of the Advisers Act). Personnel of the General Partner will be subject to Scopus’s overall supervision and policies and procedures (including those relating to personal trading). The relevant books and records of the General Partner are the books and records of Scopus for the purposes of Section 204 of the Advisers Act. Conflicts of Interest Scopus has investment responsibility for the Clients and such other investment vehicles and managed accounts as have been and may in the future be established from time to time by Scopus (collectively, the “Scopus Accounts”). Currently, the Funds generally employ substantially similar investment strategies and utilize substantially similar investment strategies and techniques. As a result, the Funds invest in most, if not all, of the same securities. There are several possible conflicts

of interest concerning any Scopus Accounts sharing a similar investment strategy. Additional conflicts of interest may arise if newly created Scopus Accounts have an investment strategy that differs from the Funds. The Adviser and Affiliated Parties (defined below) are subject to various actual and potential conflicts of interest in the course of managing the Funds (as may be further expanded and/or described in the Offering Materials of the relevant Fund), which should be considered by each prospective Investor, and include the following: Conflicts with Scopus Accounts and Affiliated Parties. Scopus serves as the investment adviser to the Clients. Scopus, together with the General Partner and each of the General Partner’s and Scopus’s respective directors, members, partners, shareholders, officers, employees, agents and affiliates (collectively, the “Affiliated Parties”) may have investment management responsibilities with respect to additional private investment vehicles, managed accounts and other clients and/or other entities in the future, the investment strategies and techniques of which may be similar to, or which may differ in any number of respects from, those of the Clients. Scopus or other Affiliated Parties may enter into other businesses and ventures. The existence of the Scopus Accounts and any future investment vehicles, accounts, other clients, other businesses and/or ventures, any or all of which may or may not be disclosed to Investors, creates a number of conflicts of interest, including the possibility that these additional responsibilities may diminish the time and resource commitments that Scopus and the other Affiliated Parties may allocate to the Clients. There may be a conflict of interest in the allocation of investment opportunities among the Scopus Accounts. For example, there may be instances where an investment opportunity is limited or the availability of an investment at an acceptable price may be limited. Scopus and its Affiliated Parties will attempt to allocate investment opportunities in a manner that is in the best interests of all the Scopus Accounts involved in light of the circumstances prevailing at that time and Scopus’s and its Affiliated Parties’ applicable fiduciary duties. Additionally, conflicts of interest may arise with respect to any different timing, trading or allocation of the same or different investments resulting from the management of any of the Scopus Accounts that may employ different investment strategies from the Clients. The Adviser and the other Affiliated Parties have managed and may in the future manage assets for other advisory clients in the form of managed accounts. Managed accounts, as well as other investment funds, may have arrangements that afford such clients different terms than Investors in the Funds with respect to liquidity, fees and expenses, subscription rights, portfolio transparency and investment strategy. In addition, since such managed accounts and investment funds may have different liquidity rights than the Funds, to the extent such managed accounts and Funds hold the same securities, a withdrawal from such an account could adversely affect the Funds. The Affiliated Parties may make and maintain investments in their own name or through other entities and may serve as an officer, director, employee, consultant, partner or stockholder of one or more investment funds, partnerships, securities firms or advisory firms. Such other entities or accounts may have investment objectives or may implement investment strategies similar or different to those of the Clients and may invest in the same securities as the Clients. In addition, the Affiliated Parties may, through other investments, including other investment funds, have interests in the securities in which Clients invest as well as interests in investments in which Clients do not invest. The Affiliated Parties may give advice or take action with respect to such other entities or accounts that differs from the advice given with respect to the Clients. The General Partner of Scopus Vista Partners, L.P. may cause withdrawals to be made from such Fund at any time to cover operating or other expenses of Scopus or other expenses of the General Partner. Such withdrawals may create a resulting imbalance among the Scopus Accounts, such that

investment allocations, purchases, sales and holdings may differ between Scopus Vista Partners, L.P. and the other Scopus Accounts. Such an imbalance may continue for an indefinite period. Time Commitments. Scopus and the Affiliated Parties intend to devote so much of their time and effort to the affairs of the Clients as they each deem necessary. To the extent that Scopus and the Affiliated Parties have other business responsibilities, including managing the other Scopus Accounts, such commitments may have the effect of reducing the time that they devote to the affairs of a given Client. Valuation and Other Matters. Although the operating agreement for the relevant Fund (or the investment management agreement) prescribes the method of valuing different types of Client investments, which generally involve current market price information, there may be investments as to which market price information may not be readily available. In such instances, Scopus may rely in good faith on alternative valuation methodologies, third parties, and/or consider other factors, in determining valuation. Such valuation affects reported Client performance, the calculation of incentive allocations (or fees) and management fees and the payment of redemption proceeds. In general, the operating agreement for the relevant Fund provides the General Partner with broad discretion as to determination or resolution of a wide variety of matters, including economic and tax allocations, Investor withdrawals or redemptions, distributions and other issues, any of which could significantly affect a particular Investor or Investors. Please note that Items 6 and Item 12 discuss Scopus’s trade aggregation and allocation policy in more detail and discuss how Scopus seeks to minimize conflicts between Clients. Scopus has no other financial industry affiliations. In addition, please note that Item 12 discusses Scopus’s use of soft dollars with respect to brokerage and other services and the conflicts of interest that arise from such arrangements. Scopus does not act in any capacity as a broker-dealer or a futures commission merchant. In addition, Scopus does not select or recommend other advisers for Clients. Scopus does not have any other relationships or arrangements that are material to its advisory business or to Clients that are required to be disclosed herein.

Trading Code of Ethics Scopus has adopted a Code of Ethics which is applicable to all of its partners, officers, directors (and any other person occupying a similar status or performing a similar function), employees and any other person who provides advice on behalf of Scopus and is subject to Scopus’s supervision and control (collectively referred to as “Covered Persons”). The Code of Ethics was adopted pursuant to Rule 204A-1 of the Advisers Act and establishes guidelines for professional conduct, particularly with respect to potential conflicts of interest (e.g., gifts and entertainment expenses), media policies, and policies with respect to political contributions. All Covered Persons are required to sign and acknowledge their receipt of the Code of Ethics upon commencement of employment and at least annually thereafter.

In addition, Scopus has adopted the Employee Investment Policy, which addresses personal trading procedures, including pre-clearance and reporting obligations, and generally limits the extent to which Covered Persons may maintain discretionary personal brokerage accounts for the purpose of trading equity securities, options on equities, futures, or commodities, but permits a Covered Person with a pre-existing investment to liquidate such investment, provided such sale is pre-cleared by the Chief Compliance Officer (“CCO”). Covered Persons may not acquire securities for their own account in a new public offering (IPOs or follow-ons) of equity, equity linked, and corporate debt securities registered with the SEC. Covered Persons must also obtain pre-approval from the CCO before engaging in any outside business activities or private placements. The CCO shall obtain pre-clearance/pre-approval from another officer of the Adviser. Each Covered Person also is required to acknowledge that he or she has received, understands and has complied with the Employee Investment Policy upon commencement of employment and at least annually thereafter. These limitations and pre-clearance requirements generally do not apply to certain accounts of Covered Persons including: (i) managed accounts maintained by the employee where the employee has granted full investment discretion to an outside broker-dealer, investment manager or adviser, trust company or trustee, or bank; (ii) personal securities accounts of the employee which invest solely in open ended investment companies (e.g., any publicly traded mutual fund) and which account, by its explicit terms, can only be used to purchase shares in mutual funds and money market funds; (iii) the purchase or sale of U.S. government bonds, U.S. government agency securities and municipal securities; (iv) 401(k) or 529 accounts or plans which are not under the employee’s control, or where control is limited to the selection of mutual funds; or (v) personal securities accounts of the employee by which under its explicit terms can only be used for the purchase of securities under an Employee Stock Ownership Plan account, profit sharing or dividend reinvestment plan. A copy of the Code of Ethics and the Employee Investment Policy is available to Clients or prospective clients by submitting a request to the CCO, Daniel Fried at (212) 251-3295 or danf@scopusfund.com. Participation in Client Transactions Scopus will not affect any principal or agency cross transactions for Client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells any security to any advisory client. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. However, purchase and sale transactions (including swaps) may be effected between the Clients subject to the following guidelines: (i) such transactions will be effected for cash consideration at the current market price of the particular securities, and (ii) no extraordinary brokerage commissions or fees (i.e., except for customary transfer fees or commissions) or other remuneration will be paid in connection with any such transaction, as disclosed to Investors in the applicable Offering Materials. Privacy Policy and Procedures Scopus is committed to maintaining the confidentiality, integrity and security of its investor’s personal information. It is Scopus’s policy to collect only information necessary or relevant to its

management business and use only legitimate means to collect such information. Scopus does not disclose any nonpublic personal information about current or former Investors to anyone except for servicing and processing transactions and as required by law. Scopus restricts access to non-public personal information about Investors to those employees with a legitimate business need for the information. Scopus maintains security practices, such as physical, electronic, and procedural safeguards, to guard investor’s non-public personal information. The Privacy Policy and Procedures is available to Clients or prospective clients by submitting a request to the CCO, Daniel Fried at (212) 251-3295 or danf@scopusfund.com.

As an adviser and a fiduciary to its Clients, Scopus requires that Clients’ interests must always be placed first and foremost, that trading practices and procedures prohibit unfair trading practices and seek to disclose and avoid any actual or potential conflicts of interest or resolve such conflicts in the Clients’ favor. Scopus has adopted policies and procedures to meet its fiduciary responsibilities and to ensure its trading practices are fair to all Clients and that no Client is advantaged or disadvantaged over any other. Scopus has full discretionary authority to determine the securities to be bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and the commissions paid. Scopus’s authority is limited by its own internal policies and procedures and each Client’s investment guidelines. Best Execution Scopus will seek to obtain “best execution” for Client transactions, which generally means Scopus executes investment transactions in a manner such that a Client’s total costs or proceeds in each transaction are most favorable under the circumstances. The concept of “best execution” should not, and is not, determined by “lowest possible commission costs,” but by best “qualitative execution.” Consequently, brokers are selected primarily on the basis of their execution capability and trading expertise consistent with the effective execution of the transaction. In determining the broker or dealer to be used and the commission rates to be paid, Scopus considers the full range and quality of their services including, among other things, the utility and reliability of brokerage services (including special execution and block positioning capabilities and performance), financial responsibility and investment information, responsiveness, clearance, settlement and custodial services and research services provided by such brokers or dealers, in addition to certain other services as described below. Accordingly, the commissions charged by any such broker or dealer may be greater than the amount another firm might charge if Scopus determines in good faith that the amount of such commissions is reasonable in relation to the value of the brokerage services and research information provided by such brokers or dealers. Although Scopus may have an incentive to select or recommend a broker or dealer based on its interest in receiving the research or other products and services, Scopus seeks to obtain best execution and, consistent with the requirements of best execution, brokerage commissions may be directed to brokers, dealers or other parties, either directly or indirectly, in recognition of, among other things, investment research and information furnished as well as for services rendered in the execution of orders by such brokers, or dealers. By allocating transactions in this manner, Scopus is able to supplement its research and analysis with the views and information of brokerage and other firms.

Research and Other Soft Dollar Benefits Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) provides a safe harbor that allows investment managers with discretionary authority over client accounts to pay more than the lowest possible commission in order to obtain “brokerage and research services” without breaching their fiduciary duties to clients. Research services within the Section 28(e) safe harbor generally include, among other things, advice, analyses, reports, publications and writings that furnish advice as to the value of investments, the advisability of investing in, purchasing or selling investments, and the availability of investments, as well as analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts which Scopus determines constitute advice, analysis or reports. Research services also may include, among other things, market data such as stock quotes, last sale prices, trading volumes and financial and economic data, pre-trade and post-trade analytics, software and other products that depend on market information to generate market research (including research on optimal execution venues and trading strategies), raw data which Scopus can use to prepare its own research analytics, conferences and seminars related to research discussions, meetings with corporate executives to obtain reports on, among other things, the performance of a company, publications targeted at a narrow audience, including, without limitation, publications which are directed to readers with specialized interests in particular products, industries or issuers, and software that provides analyses of investment portfolios. Research services and information may be in written, oral or electronic formats. Research services may be provided by third parties or may be proprietary to a broker or dealer. Brokerage services that meet a “temporal standard” are eligible under the Section 28(e) safe harbor. Under the “temporal standard,” brokerage begins when an investment manager communicates with a broker or dealer for the purpose of transmitting an order for execution and ends when funds or investments are delivered or credited to the advised client. Using this standard, the following items are, without limitation, examples of eligible brokerage services: clearance, settlement and custody services in connection with trades effected by the broker or dealer, post-trade services incidental to executing a transaction, comparison services that are required by SEC or self-regulatory organization rules, such as the use of electronic confirmation and affirmation of institutional trades, communications services related to execution, clearing and settlement of investment transactions, trading software to route orders to market centers, software that provides algorithmic trading strategies and software used to transmit orders to direct market access systems. Scopus has used and intends to continue to use soft dollars to pay for products or services that provide administrative or other non-research assistance to Scopus or its affiliates that fall outside of the Section 28(e) safe harbor. Conduct outside the safe harbor afforded by Section 28(e) is subject to the applicable standards of fiduciary duty under applicable law and the Advisers Act. Each investor in the Funds, by executing the subscription documents relating to acquiring an interest in the particular Fund(s), specifically authorizes the Fund to engage in “soft” dollar commission arrangements with qualified brokers. Scopus also intends to allocate brokerage to broker-dealers that pay all or part of certain expenses that would otherwise be borne by Clients, such as its research fees and its legal, audit, tax, accounting, administrative and organizational expenses, or by its affiliates, or on the basis of broker-dealers’ agreements to otherwise furnish the same to Scopus, its affiliates or Clients. Such research, related services and expenses, may include, but not be limited to, written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; financial publications; statistic and pricing services, as well as discussions

with research personnel, along with hardware, software, databases and other technological, technical and telecommunication services (including wireless services), lines and equipment utilized in the investment management process (including updates, modifications, improvements, maintenance, offsite or onsite backup, repairs and replacements), facilitation of meetings with company management, participation in conferences, office space and facilities, and research related travel and entertainment expenses. In addition to the above services, a broker may provide Scopus or its affiliates with office space, equipment and services including, but not limited to, the following: a license to access and use office space(s) and equipment; ancillary office services and amenities; occupancy costs related to data management, investor records and other data storage, recovery and protection; equipment and office space related to disaster recovery and other business continuity arrangements; computer equipment; telephone equipment; access to computer and telephone network(s); telephone, data, and internet connections and transmission services; hardware, software and services; trade order management systems; use of furniture and appliances; use of technical and office personnel; portfolio management and accounting equipment, software, applications and services; risk management, including technology, software, support, programming, screening and reporting; research databases and services; utilities; office supplies, data and records management; mail services; facilitation of research and market data subscriptions and services; consultation services; costs and expenses incurred with respect to preliminary preparation and instruction for registration (including, but not limited to, a review of internal controls and reporting procedures, preparing a compliance manual, instituting new policies and procedures, and reviewing marketing materials); registration fees; costs and expenses related to compliance testing and reporting; and investor referrals. Some of the services may or may not be reimbursed and may be provided at, below, or above market cost to Scopus and/or its affiliates. The provision of office space and related services to Scopus may be a factor when Scopus selects its prime broker and/or brokers for the execution of portfolio transactions for Clients. It should be noted, however, that these items are not tied to the level of commission business that is generated by Clients and such items may or may not be paid for through “soft” or commission dollars. Although Scopus generally believes that Clients will benefit from many of the services obtained with soft dollars generated by the Clients’ portfolio transactions, a particular Client may not benefit exclusively and it may be impractical or impossible to quantify an economic benefit, if any, or to segregate the value the of the services being provided to each Client. The Clients may also derive direct or indirect benefits from some or all of these services, particularly to the extent that Scopus uses “soft” or commission dollars to pay for expenses that Clients may otherwise be required to pay. Scopus allocates “soft” dollars and other benefits among Clients; however, on account of the foregoing and other factors, “soft” dollars and other benefits may be difficult to quantify and are not necessarily managed or allocated proportionately to Clients which may have actually generated such “soft” dollars or other benefits. In addition to Clients, Scopus may also manage separately managed accounts that may have different policies in place for the use of soft dollars. The relationships with broker-dealers that provide soft dollar services to Scopus and its affiliates may create a conflict of interest in using the services of those broker-dealers to execute a Client’s portfolio transactions. The brokerage fees paid by a Client account benefits the other Client accounts at the expense of the one, to the extent that soft dollars are used to pay the expenses that may not be otherwise reimbursable by Scopus. Scopus believes that these relationships are beneficial to it and the Clients, but the Client account trades executed through these firms may or may not be at the best price otherwise available. Prospective investors and Clients who consider such soft dollar practices material to their investment decision should consult with the Adviser.

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Scopus does not have any arrangements, oral or in writing, through which it is paid cash by or receives some economic benefit (including commissions, equipment or non-research services) from a non-client in connection with giving advice to Clients. In addition, Scopus does not currently compensate third parties, including brokers and dealers, and placement agents and others, in connection with the solicitation of prospective clients and investors. However, it is possible that in the future Scopus may pay third parties a fee or compensation for the referral of an investor or a client. Any marketing fee or commission in connection with any investor referral activities, including ongoing payments, will be paid solely by Scopus and not by the Funds or the referred investor. To the extent applicable, such solicitation arrangements will seek to conform to Rule 206(4)-1 under the Advisers Act. In general, as may be required by applicable law, any solicitors, underwriters, brokers, dealers or finders engaged by Scopus to assist in the offering of interests in the Funds will be registered as a broker-dealer.

There are no legal or disciplinary events that are material to a Client’s evaluation of the business or management of Scopus.

Review of Accounts The Funds are reviewed and reconciled on a regular basis to assure that the structure and individual securities held are suitable and consistent with each Fund’s objectives and strategies. In addition, personnel in Scopus’s operations department also monitor the Funds to help ensure conformity with investment objectives and guidelines. Scopus engages in active management and frequent transactions for Clients and, accordingly, reviews its transactions, positions and cash balances on a regular basis. In addition, Scopus has engaged an independent administrator to prepare monthly unaudited reports reviewing each Fund’s performance for the month. Reporting Investors in the Funds receive, at a minimum and on an annual basis, the audited financial statements of their particular Fund with respect to the previous fiscal year. These statements are prepared by an independent auditor and are generally distributed within 120 days after Scopus’s fiscal year end. In addition, Investors in the Funds generally receive net asset value updates and performance reports on a monthly basis. Exposure reports with attribution analysis are generally provided on a quarterly basis.

Securities and investment transactions for a Client generally are executed by brokers or dealers or other parties selected by Scopus, in its sole discretion. With respect to Funds, Scopus may be deemed to have custody of Fund assets pursuant to Rule 206(4)-2 promulgated under the Advisers Act (the “Custody Rule”). Scopus seeks to satisfy the requirements of the Custody Rule with respect to Funds by engaging an independent public accountant registered with, and regularly examined by, the Public Company Accounting Oversight Board to conduct annual financial audits of such Funds prepared in accordance with U.S. Generally Accepted Accounting Principles and delivering the audited financial statements directly to Investors in such Funds. The CCO shall

ensure that the Funds’ audited financials are delivered to all Investors (within 120 days of the relevant Fund’s fiscal year end).

Scopus provides investment advisory services on a discretionary basis to Clients. This means that Scopus has the authority to determine (i) the securities to be purchased and sold for the Client (subject to restrictions on its activities set forth in the applicable investment management agreement and any written investment guidelines) and (ii) the amount of securities to be purchased or sold for the Client, in each case without notice to consulting with or seeking the consent of the Client prior to engaging in such transactions. Scopus has been granted discretionary authority to manage the assets of the Funds pursuant to their operating agreements and Offering Materials. Mr. Mitchell, as the portfolio manager of each of the Funds, is responsible for the management of the Funds’ investment portfolios. To enable Scopus to exercise fully its discretion, Scopus is generally authorized to act on such Client’s behalf in all matters necessary or incidental to trading for and servicing the assets over which Scopus is given investment discretion.

Scopus acknowledges its fiduciary obligation to vote proxies on behalf of those Client accounts that have delegated proxy voting authority to Scopus (“Proxy Clients”). Scopus seeks to vote proxies solely in the best interests of Proxy Clients, consistent with their investment objectives. Scopus has adopted proxy voting policies and procedures in accordance with Rule 206(4)-6 under the Advisers Act. The Investors in the Fund may not direct voting of proxies. Scopus uses Broadridge, a third-party proxy voting service which links to the applicable prime broker’s website. Scopus has created parameters and voting rules within the Broadridge system, and all proxies will be voted by Scopus (via Broadridge) in accordance with those parameters and rules. Broadridge will maintain a list of all proxies received and how they were voted. The CCO will conduct a periodic review of Broadridge to ensure that proxies are properly voted and maintained. Scopus also generally follows the guidance of Glass Lewis & Co., an independent provider of global proxy research and voting recommendations. A Client or prospective client may obtain a copy of Scopus’s proxy voting policies and procedures, as well as a record of all proxy votes made by making a request in writing to the CCO, Daniel Fried at (212) 251-3295 or danf@scopusfund.com.

Scopus does not believe that it has any financial commitment that materially impairs its ability to meet contractual and fiduciary commitments to Clients. Scopus has not been the subject of a bankruptcy proceeding within the past 10 years.