Senator Investment Group LP

Advisory Business Senator Investment Group LP (“Senator”) is a Delaware limited partnership established in 2008 and majority owned, directly and indirectly, by Douglas Silverman. Senator provides discretionary investment advisory services to a variety of domestic and offshore private investment vehicles (each a “Fund”, and collectively, the “Funds”): (1) Senator Global Opportunity Fund LP, a Delaware limited partnership (the “Domestic Global Fund”), (2) Senator Global Opportunity Offshore Fund Ltd, a Cayman Islands exempted company (the “Offshore Global Fund”), (3) Senator Global Opportunity Offshore Fund II Ltd, a Cayman Islands exempted company (the “Offshore Global Fund II”), (4) Senator Global Opportunity Master Fund L.P., a Cayman Islands exempted limited partnership (the “Global Master Fund” and collectively with the Domestic Global Fund, the Offshore Global Fund and the Offshore Global Fund II, the “Opportunity Funds”); (5) Senator Innovation and Sustainability Fund LP, a Delaware limited partnership (the “SIS Fund”); (6) Senator Strategic Catalysts Master Fund LP (the “Catalyst Master Fund”) (7) Senator Strategic Catalysts Fund LP (together with the Catalyst Master Fund, the “Catalyst Funds”) (8) Senator Strategic Resources Master Fund LP (the “Resources Master Fund”) and (9) Senator Strategic Resources Fund LP (together with the Resources Master Fund, the “Resources Funds”). Each of the Domestic Global Fund, Offshore Global Fund and Offshore Global Fund II invests substantially all of its assets in the Global Master Fund. Each of Senator Strategic Catalysts Fund LP and Senator Strategic Resource Fund LP invests substantially all of its assets into Senator Strategic Catalysts Master Fund LP and Senator Strategic Resources Master Fund LP, respectively. As of the date of this Brochure, the Catalyst Funds have been seeded solely by Senator’s principal and certain employees of Senator. Senator may also offer advisory services to co-investment and special purpose investment accounts and vehicles. Such investment vehicles may have investment programs that overlap in part with the Funds. Senator may offer discretionary and non-discretionary advisory services to co-investment vehicles or other special opportunities vehicles, on a primary or a sub-advisory basis. As used herein, the term “client” generally refers to each Fund, co-investment vehicle or special opportunities vehicle.

This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933 and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including requirements that they be “accredited investors” as defined in Regulation D, “qualified purchasers” as defined in the Investment Company Act, or non-“U.S. Persons” as defined in Regulation S. Persons reviewing this Brochure should not construe this as an offer to sell or a solicitation of an offer to buy the securities of any of the Funds or any other investment vehicles described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. Our investment decisions and advice with respect to each Fund will be subject to each Fund’s investment objectives and guidelines, as set forth in its respective offering documents. Below are general descriptions of the investment objectives of each Fund strategy: •

The Opportunity Funds’ investment objective is to pursue opportunistic investments, long and short, in distressed debt, value and event equities, and special situations. These investment opportunities may include long investments in distressed or stressed equity and credit situations, investment grade and high yield debt, capital structure trades, special situations involving spin-offs, litigation plays and other events, and deep value opportunities. The Opportunity Funds invest in a broad range of securities and can invest at any level of a company’s capital structure, including bank debt, corporate bonds, equities, preferred stock, convertible securities, trade claims, credit default swaps, options, and other derivative instruments, which may include crypto-related assets. The Opportunity Funds will also opportunistically pursue private equity investments and other illiquid investments as deemed appropriate.

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The SIS Fund investment objective is to seek to deliver attractive absolute returns by employing an opportunistic strategy for investing primarily in private securities with a focus on three core opportunities: life sciences, financial technology, and sustainability.

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The Catalyst Funds seek to provide directional and more concentrated exposure to highconviction, catalyst-driven long positions. The Catalyst Funds generally invest in equities, options, and other derivative instruments.

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The Resources Funds seek to invest behind the repercussions and themes being driven by fiscal dominance and its impact on risk assets, including certain companies and commodities. The Resources Funds generally invest in equities, options, and other derivative instruments. The Resources Fund may also invest in crypto-related assets.

Senator invests on a global basis, in the U.S., the United Kingdom, continental Europe, Canada, Asia, and Latin America. Generally, neither the Funds nor their underlying investors may impose restrictions on investing in certain securities or types of securities.

The descriptions set forth in this Brochure of specific advisory services that we offer to our clients, and investment strategies pursued and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. Senator does not participate in wrap fee programs. As of December 31, 2025 Senator managed approximately $4,923,579,337 in regulatory assets under management. All of these assets are managed on a discretionary basis.

Fees and Compensation General. Senator is compensated, under investment management agreements, for providing services to the Funds; disclosure of Senator’s compensation is set forth in each Fund’s offering materials. The compensation generally includes both management fees, which are generally payable quarterly in advance, and performance-based allocations. Management fees and performance-based allocation terms are more favorable for investors in the Opportunity Funds that held interests as of July 1, 2020 and for co-investment or other special purpose investment accounts. Management fees, performance-based allocation terms and other economic terms can vary from those described herein on a client-by-client basis. Co-investment or other special purpose investment accounts will be subject to independently negotiated terms, which may or may not be subject to a management fee or performance-based compensation. Fees and compensation paid to Senator or its affiliates by the Funds are generally deducted from the assets of such clients. As discussed below, management fees are generally deducted on a quarterly basis and performance compensation is generally deducted on an annual basis or, for the SIS Fund, co-investment funds and similar clients, when disposition proceeds are distributed. As of the date of this Brochure, the Catalyst Funds only hold internal capital of Senator’s principal and certain employees of Senator. The principal and employees are charged their allocable portion of the Fund’s applicable expenses but are not charged a management fee or performance allocation. Accordingly, references to the fees and expenses payable by the “Funds” in this Item do not currently pertain to the Catalyst Funds. Although, the fee and expense terms that will be applicable to external investors in the Catalyst Funds are expected to be similar to the terms described herein, such terms have yet to be determined and could differ materially from the fees and expenses described below.

Management Fees. Management fees payable by the Funds generally range between 0.9%, and 1.5% per annum (depending on the class or tranche of equity interest in the relevant Fund). Management fees are generally paid quarterly in advance, and are calculated on assets under management or, with respect to the SIS Fund, on invested capital. Investors in the Funds are not able to redeem prior to the end of each quarterly billing period. Performance Allocation. Senator, or one of its affiliates, typically receives a performance-based allocation ranging from between 15% to 25% (depending on the class or tranche of equity interest in the relevant Fund, with the performance-based allocation in respect of certain classes or tranches also subject to a hurdle) of the net realized and unrealized appreciation in the net asset value of the Opportunity Funds above a high watermark at the end of each year, although co-investment and other special purpose investment accounts may have lower performance-based structures. Senator will occasionally earn transaction-related fees for services to portfolio companies, including deal and consulting fees. These fees either offset management fees or are otherwise payable to the applicable Fund. Similar carried interest arrangements apply to other Senator Funds, the terms of which are set forth in the applicable offering documents or investment management agreements. Expenses. In addition to Senator’s management fee and performance-based allocations, investors in the Funds will indirectly bear the fees and expenses charged to the Funds. The following sets forth various examples of the types of expenses that generally will be borne by a client or clients, subject to the terms of such client’s governing documents, including costs, fees and expenses related to portfolio investments or prospective investments (whether or not consummated), such as the expenses incurred in connection with the evaluation, acquisition, holding and disposition thereof and all third-party expenses in connection therewith (including, without limitation, brokerage commissions, price validation, interest on, and fees and expenses arising out of, debit balances or borrowings, dividends payable with respect to securities sold short, exchange, clearing and National Futures Association fees, give-up and intermediation fees, clearing and settlement charges, execution costs of digital asset exchanges, custodial fees, including costs related to security and custody of virtual currencies and other digital assets (including costs of third-party wallet providers) and expenses relating to technology, hardware, software or other technology to acquire digital assets, travel expenses in connection with investment activity (including travel, meals and lodging costs), appraisal fees, investment banking expenses and professional investigatory services, accounting fees, consulting fees, other professional fees, due diligence expenses, fees and profitsharing payments due to unaffiliated advisers, sub-advisers and consultants, risk monitoring expenses, specific expenses incurred in obtaining or maintaining systems (including without limitation, costs and other expenses associated with systems used to prepare, facilitate or otherwise provide assistance with regulatory filings in connection with the Funds), research-related expenses (including news and quotation equipment and services, market data services, third party research consultant services, data providers, analytic services and any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data) and other trading costs, fees and expenses relating to information technology hardware, software or other technology (including costs of software licensing, implementation, data management and recovery services and custom development) used to evaluate risk, facilitate valuations or otherwise manage a Fund, information and information service subscriptions utilized with respect to each Fund’s investment program, including internet charges (e.g., T-1 lines necessary for Bloomberg terminals), any tax-related structuring or legal fees and expenses incurred, any withholding, transfer

or other taxes imposed on the Funds, broken deal, sourcing or finder’s fees, break-up or similar fees and expenses related to organizing any alternative investment vehicle through which investments may be made and other execution and transaction costs), to the extent that such costs, fees and expenses are not reimbursed by a third-party. The investors in the Funds pay for all costs, fees and expenses incurred in connection with the organization of the Funds and the initial offering of interests or shares (excluding any employee compensation or marketing-related travel), including, without limitation, legal, printing, technology and systems (such as technology or systems related to the administration, accounting, trading, research, or operation of the Funds’ investing activities), accounting and administration expenses, filing fees (including any “blue sky” filing fees) and other out-of-pocket expenses (“Organizational Expenses”). The investors in the Funds also pay, or reimburse Senator for, all other operating fees and expenses or out-of-pocket costs of the administration of the Funds, including, without limitation, ongoing offering fees and expenses (excluding any employee compensation or marketing-related travel), accounting (including expenses associated with the preparation of the Funds’ financial statements and tax returns (if any), and any other tax information relating to the Funds), audit, administration and legal expenses (including, without limitation, costs and other expenses associated with regulatory filings related to the Funds), registrar and transfer agency expenses, expenses relating to the Global Master Fund’s advisory board (or other advisory committee specific to such other Fund), costs of any litigation or investigation involving the Funds’ activities, indemnification payments (including settlement costs), costs associated with maintaining insurance to protect the Funds, Senator or any other covered person from liabilities to third persons in connection with the Funds’ affairs (including liability premiums), taxes and other governmental charges, fees and duties payable by the Funds, including any governmental, regulatory, licensing, filing or registration fees incurred in compliance with the rules of any self-regulatory organization or any federal, state or local or other applicable laws, damages incurred by the Funds or any covered person, extraordinary fees and expenses, if any, and costs of winding up and liquidating the Funds, but not including any Organizational Expenses. Such costs will include the Funds’ allocable share of the fees and expenses of any third-party providers of “back office” and “middle office” services relating to trade settlement, and accounting and related operations for the Funds. Not all expenses above are applicable to each Fund. Please refer to the applicable Fund offering materials for a more extensive description of the fees and expenses applicable to each Fund. Finally, certain investors in the Funds, who generally include employees of Senator, their family members or other related persons, may not be charged management and/or performance-based allocations based on their investment in the Funds. Such investors will, however, either directly pay for their pro-rata share of Fund expenses, or the pro-rata amount of such expenses will be allocated to Senator. Clients will incur brokerage and other transaction costs in connection with Senator’s advisory services. Please refer to the discussion of Senator brokerage practices in Item 12 below.

Other than as described above, neither Senator nor any of its supervised persons receives any compensation from the sale of securities or other investment products.

Methods of Analysis, Investment Strategies and Risk of Loss Please refer to the Funds’ offering documents for a more detailed discussion of our investment strategies and related risks. Investors in co-investment or other special purpose accounts advised by Senator should also review the disclosures in this item, although not all risk factors may be applicable to a particular co-investment or special purpose account’s investment strategy. Investment Strategy. Senator’s Opportunity Funds generally pursue a global and opportunistic strategy for investing in distressed debt, value equities and event equities. Senator will also pursue a global and opportunistic strategy for investing in “less-than-liquid” situations, including private or illiquid debt and equity investments, as well as virtual currencies, digital assets and related assets and derivatives, each as deemed appropriate. Senator emphasizes capital preservation and seeks to mitigate risk. Senator’s allocation of capital depends upon where it believes the most attractive riskadjusted opportunities exist. The descriptions set forth in this Brochure of specific advisory services that we offer to clients, and investment strategies pursued and investments made by us on behalf of its clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. Senator utilizes an analytical framework that it believes helps to filter out unattractive ideas by addressing the: (i) quality of the business or asset and its management team; (ii) absolute valuation; (iii) likelihood and impact of catalysts; (iv) proprietary nature of the idea and liquidity; and (v) asymmetric return potential. Upon thorough scrutiny of all of these considerations, Senator then

attempts to select opportunities with the greatest asymmetric upside potential and short opportunities with the greatest asymmetric downside potential. With respect to the SIS Fund, Senator’s investment objective is to seek to deliver attractive absolute returns by employing an opportunistic strategy for investing primarily in private securities with a focus on three core opportunities: life sciences, financial technology, and sustainability. Senator expects that these investments will generally be made in growth to late-stage private companies where Senator believes there is a compelling opportunity to earn attractive returns and also achieve a full exit within the time horizon of the SIS Fund’s term. With respect to the SIS Fund, Senator’s core focus is to identify companies that are at the forefront of innovation and driving disruption with new technology – digital, biological, industrial and more – across life and materials sciences, financial technology and the sustainability space. The Catalyst Funds seek to provide directional and more concentrated exposure to high-conviction, catalyst-driven long positions. The Resources Funds seek to invest behind the repercussions and themes being driven by fiscal dominance and its impact on risk assets, including certain companies and commodities. The Catalyst and Resources Funds will generally utilize a “long-biased” investment strategy, while the SIS Funds pursue private opportunities. The risk disclosures below may not reflect all strategy risks relating to the Catalyst Funds. Investors in these Funds are encouraged to carefully review the risk factors that will be included in the offering documents of those Funds. Investment Risks. An investment in the Funds entails a significant degree of risk and therefore should be undertaken only by investors capable of evaluating the risks of the Funds and bearing the risks it represents. There is no guarantee that our analyses and overall execution of our investment strategies will be successful. The past investment performance of Senator cannot be taken to guarantee future results of the Funds or any investment in the Funds. Investors could lose some or all of their investment. Set forth below is a non-exhaustive list of risks associated with an investment in the Funds. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. Please refer to the applicable Fund offering materials for a more extensive description of the risks of investing in the Funds: Overall Investment Risk. All investments risk the loss of capital. The nature of the securities to be purchased and traded by the Funds, and the investment techniques and strategies to be employed in an effort to increase profits, may increase this risk. Senator believes that the Funds’ investment program, research, and possible board participation may moderate this risk. There can be no assurance, however, that the Funds’ program will be successful or that investors in the Funds will realize a profit on their investment. Moreover, investors may lose all or substantially all of their investments in the Funds. Unforeseeable events, including, but not limited to, actions by various government agencies, domestic and international political events and other market disruption events, may cause sharp market fluctuations or interrupt the activities of the Funds and their service providers. Because of the nature of the investment activities, the results of the Funds’ operations

may fluctuate from month to month and from period to period. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results of future periods. Dependence on Key Personnel. The success of the Funds is largely dependent upon the continued service of Douglas Silverman, Senator and Senator’s principals, associates, and other employees. There can be no assurance that such persons will remain willing or able to provide advice to the Funds. The performance of Senator depends upon certain key personnel, including Douglas Silverman. The loss of the services of one or more of such persons could have a material adverse effect on the Funds. Systems and Operational Risks. The Funds depend on Senator to develop and implement appropriate systems for the Funds activities. The Funds rely heavily and on a daily basis on financial, accounting and other data processing systems to execute, clear and settle transactions across numerous and diverse markets and to evaluate certain securities, to monitor its portfolio and capital, and to generate risk management and other reports that are critical to oversight of the Funds activities. In addition, the Funds rely on information systems to store sensitive information about the Funds, Senator, its affiliates and the investors. Certain of the Funds and Senator’s activities will be dependent upon systems operated by third parties, including prime brokers, the administrator, the sub-administrator, market counterparties and other service providers, and Senator may not be in a position to verify the risks or reliability of such third-party systems. Failures in the systems employed by Senator, prime brokers, the administrator, the sub-administrator, counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Disruptions in the Funds’ operations may cause the Funds to suffer, among other things, financial loss, the disruption of its businesses, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on the Funds and the investors’ investments therein. Cybersecurity Risk. As part of its business, Senator processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Funds and personally identifiable information of the investors. Similarly, service providers of Senator, the Funds, especially the administrator, may process, store and transmit such information. Senator has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to Senator may be susceptible to compromise, leading to a breach of Senator’s network. Senator’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by Senator to the investors may also be susceptible to compromise. Breach of Senator’s information systems may cause information relating to the transactions of the Funds and personally identifiable information of the investors to be lost or improperly accessed, used or disclosed.

The service providers of Senator and the Funds are subject to the same electronic information security threats as Senator. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Funds and personally identifiable information of the investors may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of Senator’s or the Funds’ proprietary information may cause Senator or the Funds to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Funds and the investors’ investments therein. Possible Economic Downturns. The value of the Funds’ investments may fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of debt and equity securities in general and other factors that affect the markets in which the Funds invest. Economic slowdowns or downturns could lead to financial losses in the Funds’ portfolio securities and net assets of the Funds. In addition, many of the Funds’ portfolio securities may be similarly subject to the same economic conditions, which could adversely impact the Funds’ returns. The risks inherent in the investments made by the Funds include those associated with investments in debt and equity securities, including the risk that the financial condition of issuers may become impaired or that the general condition of the debt and equity markets may deteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in the value of the assets of the Funds). Debt and equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic or banking crises. Decreases in the market value of the investments made by the Funds will adversely affect the returns of the Funds. General Economic and Market Conditions. The success of the Funds’ activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Funds’ investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of the Funds’ investments. Volatility or illiquidity could impair the Funds’ profitability or result in losses. The Funds may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. MiFID II. The package of European Union market infrastructure reforms known as “MiFID II” increased regulation of trading platforms and firms providing investment services in the European Union. Among its many market infrastructure reforms, MiFID II brought in: (i) significant changes to pre- and post-trade transparency obligations applicable to financial instruments admitted to trading on EU trading venues (including a new transparency regime for non-equity financial

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Types of Clients Senator’s clients are generally Funds formed as partnerships and limited companies in U.S. and foreign jurisdictions. The investors in the Funds include among others, U.S. and foreign-based high net worth individuals, corporations, trusts, institutions, financial institutions, and government entities. Although certain Funds’ minimum subscription amount range from $1 million to $5 million, the minimum may be waived in accordance with any applicable provisions in the Funds’ offering materials. Further details are available in the relevant Fund’s offering documents and subscription agreements. As described in Item 4, Senator may also provide advisory services to coinvestment and other special purpose accounts.

Senator and/or the Funds may enter into side letters or similar agreements with certain investors which may have the effect of establishing rights, terms or conditions (including, without limitation, reductions in or waivers of management fees and performance-based allocations or other preferential terms, such as access to co-investment opportunities) with respect to such investors that are more favorable than the rights, terms and conditions established in favor other investors. From time to time, certain firms or individuals that Senator and/or the Funds conduct business with may invest in the Funds. There is a potential conflict of interest arising from such investments in that Senator and/or the Funds may have an incentive to maintain or increase its level of business with such individuals or firms as a result of these investments (e.g., services providers and broker/dealers utilized by Senator). Senator evaluates these relationships on an ongoing basis in the context of these investments in order to ensure that these potential conflicts of interests are mitigated.

Performance-Based Fees and Side-by-Side Management Senator receives performance-based compensation. A description of the performance-based compensation is provided in Item 5 above. Senator and its affiliates do not have any clients that are not charged performance-based compensation other than the Catalyst Funds, which do not currently have third-party investors. Senator and its affiliates may receive management fees and performance-based compensation from one Fund that is higher or lower than the management fees and performance-based compensation borne by investors in other Funds. As a result, Senator and its affiliates could be incentivized to favor a client from which it collects higher management fees and performance-based compensation over other clients from which it collects lower management fees and performance-based compensation. Senator and its affiliates could favor higher fee-paying clients by allocating a large share of more attractive investment opportunities to such clients or spending more time and resources managing investments for such clients. In circumstances where Senator sponsors a new investment fund and provides the initial seed money, the fund may be wholly-owned by Senator or its affiliates, as with the Catalyst Funds. In such cases, Senator faces a conflict of interest in determining the allocation of investment opportunities because Senator may allocate those opportunities believed to be attractive to those accounts in which Senator or its affiliates have a substantial ownership interest. Senator seeks to mitigate these conflicts by allocating investment opportunities to clients in accordance with Senator’s investment allocation policy. The fact that Senator is in part compensated based on the performance of the Funds may create an incentive for Senator to make investments on behalf of clients that are riskier or more speculative than would be the case in the absence of the performance-based compensation arrangement. To mitigate this conflict, Senator manages the Funds in accordance with the investment strategies and risk parameters disclosed in the Funds’ offering materials.

Other Financial Industry Activities and Affiliations As stated in Item 4 above, Senator provides discretionary investment advisory services to domestic and offshore Funds. Senator GP LLC, Senator IS GP LLC and Senator Global GP are related persons of Senator and serve as general partners of one or more Funds. From time-to-time, Senator may structure and serve as the general partner to special-purpose vehicles formed for the purpose of acquiring and holding Fund assets and addressing specific tax, legal, or regulatory concerns. The general partner entities are disclosed in Item 7.A. of Senator’s Form ADV and the description of Senator and its business herein is generally applicable to these entities. The Funds and special purpose vehicles do not have independent management and Senator selected the directors for the offshore Funds that are structured as corporations. Although this arrangement gives Senator heightened control and discretion over the Funds, Senator seeks to manage any

conflicts of interest by adhering to the investment strategy and investment allocation policy discussed in the governing documents of the Funds. Neither Senator nor its management persons are registered or have an application pending to register as a broker-dealer or registered representative of a broker-dealer. Neither Senator nor its management persons are registered or have an application pending to register as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. Certain employees of Senator, including investment personnel, work remotely from locations other than Senator’s New York office. These employees travel to Senator’s physical office on a regular basis and participate in other business activities that take place in the office via remote connection. Senator does not recommend or select other investment advisers for the Funds nor does it have any other relationships or arrangements with related persons that are material to its advisory business or to its clients.

Transactions and Personal Trading Senator recognizes and believes that (i) high ethical standards are essential for its success and to maintain the confidence of its investors; (ii) its long-term business interests are best served by adherence to the principle that the interests of investors come first; and (iii) it has a fiduciary duty to its investors to act for their benefit. In seeking to meet these standards, Senator has adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles that all employees are expected to uphold: •

all Senator personnel must put the interests of its Funds and clients before their own personal interests;

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all personnel must act honestly and fairly in all respects in dealings with investors;

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all personal securities transactions must be conducted in a manner consistent with the Code in a manner to avoid any potential or actual conflicts of interest or abuse of their fiduciary position of trust, loyalty and interest; and

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all personnel must not take any inappropriate advantage of their positions or abuse their fiduciary position of trust, loyalty and interest.

All Senator personnel must also comply with all federal securities laws. The Senator Code of Ethics governs all personal trading by its personnel. Among other requirements, all personnel must seek pre-approval from the Chief Compliance Officer (the “CCO”) for certain personal trades and must report their personal securities transactions and holdings to the CCO. The Code of Ethics additionally requires the CCO to regularly review all

personal trading documents and to address any issues noted during the review, including the appropriateness of imposing a penalty for violations of the Code of Ethics. Investors and potential investors may request a copy of Senator’s Code of Ethics by contacting Senator at the address or telephone number listed on the first page of this document. Eligible Senator personnel hold, either directly or through the Funds’ general partner, financial interests in the Funds. In certain circumstances, particularly when Senator or its affiliates sponsors a new Fund, such Funds may, from time to time, be wholly or majority-owned by Senator personnel (because Senator personnel may provide most of the initial seed money for such Funds) (“Senator Seeded Funds”). Additionally, it is possible that Senator personnel may personally invest in some of the same investments that are held by the Funds, or that they may own investments that are subsequently purchased for the Funds. In situations where there is a material risk of conflict, the CCO pre-approves such transactions to evaluate any issues resulting from the employee’s proposed ownership. The ownership by Senator personnel of interests in the Funds (including Senator Seeded Funds) or in investments held by or suitable for the Funds can give rise to certain risks and conflicts of interest between the Funds and employees of Senator, which include the possibility of Senator employees attempting to trade ahead of the Funds for their personal advantage, allocating investment opportunities to Senator Seeded Funds in priority over other Senator clients or otherwise direct Fund investments for personal gain. Senator may determine that it would be in the best interests of certain clients to transfer a security from one client to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the clients, or to reduce transaction costs that may arise in an open market transaction. If Senator decides to engage in a Cross Trade, Senator will determine that the trade is in the best interests of each client involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those clients. Senator generally executes Cross Trades with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a Cross Trade between two clients may occur as an “internal cross”, where Senator instructs the custodian for the clients to book the transaction at the price determined in accordance with Senator’s valuation policy. If Senator effects an internal cross, Senator will not receive any fee in connection with the completion of the transaction. To the extent that Cross Trades may be viewed as principal transactions due to the ownership interest in a client by Senator or its personnel, Senator will comply with the requirements of Section 206(3) of the Investment Advisers Act of 1940. Section 206(3) requires that an investment adviser provide written disclosure and obtain client consent prior to the settlement of a principal transaction. Such transactions will be considered on behalf of investors in such a client and approved or disapproved by (i) an advisory board comprised of representatives of such investors or (ii) a committee consisting of one or more persons selected by Senator (or its affiliate), and any valuation approved by such a committee will be determined by an independent third party that has appropriate experience in providing such valuations.

Senator manages investments on behalf of a number of clients, which may, from time to time, include Senator Seeded Funds. Senator Seeded Funds are managed to create investment programs that may be suitable for external investors at some point in the future. Certain clients, including Senator Seeded Funds, have investment programs that are similar to or overlap and may, therefore, participate with each other in investments. It is the policy of Senator to allocate investment opportunities among all clients fairly and equitably, to the extent practical and in accordance with each client’s applicable investment strategies, over a period of time. Senator will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to any client solely because Senator purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to any client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practical or desirable for the client. In each case where an investment opportunity is suitable for a Fund and one or more clients other than such Fund (collectively, and including the Fund, each, an “Eligible Fund”), Senator will strive to provide a fair allocation of investments among Eligible Funds, while seeking appropriate diversification for each Eligible Fund as well as compliance with relevant regulatory requirements. In each instance where an investment is suitable for an Eligible Fund, Senator will determine the allocation of such investment to each Eligible Fund based upon factors which may include (without limitation): (i) the overall capacity of each Eligible Fund for investments of a similar nature to such investment; (ii) the investment guidelines and restrictions for each Eligible Fund; (iii) the overall liquidity of the portfolio of each Eligible Fund; (iv) anticipated timing of return on the investment (including time for liquidation); (v) market conditions at the time of the investment; (vi) the size of the investment opportunity relative to the size of each Eligible Fund; (vii) the diversification of the holdings of each Eligible Fund at the time of the investment; (viii) the current and anticipated liquidity of the investment; (ix) applicable laws and regulations; (x) tax considerations; (xi) pending or expected liquidity needs of each Eligible Fund; and (xii) any other factor that Senator determines should appropriately influence the allocation of an investment to an Eligible Fund.

Brokerage Practices The policy of Senator regarding purchases and sales for client portfolios is that primary consideration will be given to obtaining the most favorable execution of the transactions in seeking to implement Senator’s investment strategy. Senator will effect transactions with those brokers and dealers which Senator believes provide best execution, which does not necessarily mean lowest pricing. Senator believes certain factors contribute to efficient execution, including: size of the order, difficulty of execution given the nature of the asset and/or prevailing market conditions, operational capabilities, facilities of the broker or dealer involved, whether that broker or dealer has risked its own capital in positioning a block of securities or other assets, and the prior experience of the broker or dealer in effecting transactions of the type in which Senator will engage. When selecting a prime broker, Senator may also consider the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow.

Soft Dollars. From time to time, Senator may engage in “soft dollar” arrangements through “commission sharing,” or similar arrangements whereby Senator pays a broker or dealer for trade execution and requests that the broker or dealer allocates a portion of the commissions to third-party providers of research. Senator will effect such arrangements, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended, and subject to prevailing guidance provided by the SEC regarding Section 28(e). Senator may, when circumstances warrant, enter into so called “step out” trades or utilize brokers which have commission sharing agreements (a “CSA”), whereby all or part of a commission on a transaction is sent to one party while the transaction is executed by a different party. Senator benefits from the use of a CSA to obtain research services in that it does not itself have to directly pay for the research services. Additionally, Senator has an incentive to utilize trading counterparties that are included in the CSA based on its ability obtain research services through the CSA, and such incentive could jeopardize Senator’s best execution practices. A portion of the overall commissions generated through the CSA is utilized as credit towards the receipt of research services, and therefore the commissions are higher than would otherwise be paid outside of the CSA. The Funds generally receive research services through the CSA (which benefit all of the Funds rather than solely the Funds that paid for the benefits). Senator does not seek to allocate research benefits to client accounts in proportion to the soft dollar credits the accounts generate. Senator maintains procedures that guide its trading processes, including the generation of CSA credits and the evaluation of its trading capabilities. Senator additionally receives proprietary and third-party research from a number of broker-dealers with whom it conducts business. In the last fiscal year, there were no directed client transactions to a particular broker-dealer in return for soft dollar benefits. Transactions in Foreign Securities. Transactions in foreign securities may entail materially higher commission rates, reflecting settlement costs in the country of execution. To the extent that securities are required to be custodied or traded in a foreign country, the local foreign custodian charges the broker in accordance with local custom. These fees will be charged to the Funds as incurred. In addition to the risks of the investment, foreign securities investments also entail risks of fluctuation in the exchange rate between the local currency and the U.S. dollar. Brokerage for Client Referrals. Neither Senator nor any related person receives client referrals from any broker-dealer or third party. From time to time, Senator receives certain economic benefits from broker-dealers and prime brokers with which we conduct business with that might not be received otherwise. The services may include proprietary research as well as participation in sponsored research and capital introduction services. While these services are generally provided at no additional cost, we may have an incentive to select certain broker-dealers due to receipt of such services rather than for the purpose of achieving best execution. In the last fiscal year, there were no directed client transactions to a particular broker-dealer in return for client referrals. Gifts. Our personnel may receive or give certain gifts from or to broker-dealers or other persons with whom we do business. These may include items such as tickets to sporting events, meals and other entertainment, as well as attendance at educational or information conferences, transportation, logo items and other smaller value gifts. The receipt of such gifts might be viewed as a conflict of

interest for us in selecting broker-dealers and other service providers. Senator’s policies prohibit employees from accepting high value gifts or excessively lavish entertainment from any person or entity that does or seeks to do business with Senator or its clients. Employees are required to preapprove and/or report gifts exceeding certain thresholds. Trade Errors. Errors might occur in the normal course of business despite the best efforts of Senator to prevent them. It is the policy of Senator to review errors that it discovers, on a case by case basis, and decide what corrective steps to take, if any. After review by a Senator principal, Senator may charge any expenses incurred as a result of these errors to the applicable client, provided that gross negligence on the part of Senator was not the cause of the error. Directed Brokerage. Senator does not have client-directed brokerage arrangements. Aggregation of Orders. The same investment decision may be made for more than one Fund managed by Senator. In such circumstances, in the event that purchase and sell orders of the same class of security are occurring at the same time for multiple Funds, the orders may be combined for the purpose of seeking best execution for each participating Fund. An order that is partially filled, will, as a general matter, be allocated pro-rata in proportion to each participant’s original order or account size. Notwithstanding, additional factors may cause deviations from Senator’s general trade allocation methodology.

Client Referrals and Other Compensation Neither Senator nor any related person directly or indirectly compensates any person who is not a supervised person, for client referrals, provided however, Senator has in the past, and may again in the future, enter into a placement agreement with a placement agent, pursuant to which the placement agent will agree to introduce potential investors to the Funds. Pursuant to the terms of such placement agreement, Senator may pay the placement agent a placement fee equal to a percentage of management fees borne by each investor introduced to a Fund by the placement agent. In the event that a placement agent introduces potential investors to the Funds, a written disclosure document will be provided to referred investors describing, among other things, the compensation

arrangement between Senator and the placement agent and all material conflicts of interest. In such instances, referred investors should ensure that they receive and read the disclosure document from the placement agent.

Disciplinary Information Neither Senator nor any of its employees have been involved in legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of the advisory business or the integrity of Senator or its personnel.

Review of Client Accounts Senator performs various daily, weekly, monthly, quarterly and periodic reviews of each client’s portfolio. Such reviews are conducted by Senator’s Co-Chief Investment Officers, Chief Risk Officer, research analysts, and members of the operations and compliance teams. Senator reviews the Funds and other clients’ current investments and discuss potential investment opportunities. Investors in the Funds receive monthly account statements from the Funds’ administrator. Generally, investors in the Funds will also receive unaudited exposure and performance information on a monthly basis, and a written update on Senator’s activity on a quarterly basis. Senator generally provides audited financial statements prepared in accordance with GAAP to its investors on an annual basis, within 120 days of the applicable Fund’s fiscal year end.

Custody Senator is deemed, under Rule 206(4)-2 (the “Custody Rule”), to have custody of certain client assets as a result of activities engaged in and authority granted to it as an investment adviser or the fact that affiliates act as general partners to certain of the Funds. Funds and securities owned by the Funds (or co-investment vehicles) over which Senator has custody are held by qualified custodians, subject to limited exceptions for certain private securities. Senator has also developed procedures designed to safeguard and protect client assets. Such procedures include, among other things, the separation of certain administrative functions and dual signatory approvals for distributions of Fund capital. For Funds (or co-investment vehicles) for which Senator is deemed to have custody under the Custody Rule, Senator complies with the pooled vehicle annual audit exception. Accordingly, these Funds are subject to an annual audit and the audited financial statements are distributed to each investor. The audited financial statements are prepared in accordance with U.S. generally accepted accounting principles and are to be provided to investors within 120 days of the Funds’ (or coinvestment vehicles’) fiscal-year ends.

Investment Discretion Senator maintains the authority to manage the Funds (and as applicable, certain co-investment vehicles) on a discretionary basis in accordance with the terms set forth in the applicable governing documents. Senator or an affiliate of Senator entered into an investment management agreement, or similar agreement, with each Fund (or applicable co-investment vehicle), pursuant to which Senator or an affiliate of Senator was granted discretionary trading authority. Generally, Fund investors may not impose any limits on Senator’s discretionary authority.

Voting Client Securities Senator has adopted proxy voting policies and procedures to guide its exercise of this responsibility on behalf of the Funds. Senator utilizes a third-party service provider, Glass Lewis, to assist Senator with respect to proxy votes. The final decision on how to vote a proxy generally is made in accordance with the recommendations of Senator analysts and Co-Chief Investment Officers, who may rely on information and recommendations from other employees or service providers. The analysts and Co-Chief Investment Officers may consult with the CCO regarding voting decisions and the completion of the proxy material. Decisions are based on a number of factors which may

vary depending on a proxy’s subject matter, but the overall objective is to vote proxies in the best interest of the Funds and, in so doing, to maximize the value of the investments made by the Funds taking into consideration the Funds’ investment horizons and other relevant factors. A conflict of interest occurs where Senator or any of its employees or affiliates has a direct or indirect economic stake in the outcome of a proxy vote. Additionally, different Funds could have conflicting interests in regard to the outcome of a vote. Potential conflicts could arise in a number of situations. Due to the close monitoring of company activities by Senator, we expect to be aware of any potential conflicts of interest that may arise. We also require the Co-Chief Investment Officers to disclose any personal conflicts of interest they may have with respect to overseeing a Fund’s investment in a particular company. When a potential conflict arises between Senator on the one hand and one or more of our Funds on the other, the CCO, in consultation with the Co-Chief Investment Officers, will evaluate the matter to determine whether an actual conflict exists. Where an actual conflict exists, Senator will take necessary and appropriate steps to eliminate the conflict, which may include removing one of the Co-Chief Investment Officers from the voting process or taking similar actions. In addition, we may consider the following as potential methods for resolving conflicts: (i) disclosing the matter to the board of directors, if any, of the Funds and obtaining such board’s consent or direction, or (ii) suggesting to the board of directors, if any, that such board hire a third party to make a determination on how to vote a particular proxy. Finally, situations may arise in which more than one Fund invests in the same company or another entity of Senator invests in the same company. In these situations, two or more Funds may have different investment objectives, client-specific voting policies or ultimate economic interests. In these situations, Funds may cast opposing votes, although the Co-Chief Investment Officers will generally consult with the CCO before doing so. Senator’s Proxy Voting Policy as well as a record of its proxy votes, are available upon request.

Financial Information Senator is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.