Southpoint Capital Advisors LP

Southpoint Capital Advisors LP (“Southpoint”) is a Delaware limited partnership that has been in the investment management business since March 2004 and provides discretionary investment advice to private investment funds. The general partner of Southpoint is Southpoint Capital Advisors LLC, a Delaware limited liability company. John S. Clark II is the principal owner of Southpoint and is the managing member and sole owner of Southpoint Capital Advisors LLC. Southpoint has an investment management agreement with Southpoint Qualified Fund, LP, a Delaware limited partnership (the “Domestic Feeder Fund”), Southpoint Qualified Offshore Fund, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Offshore Feeder Fund”, and together with the Domestic Feeder Fund, the “Feeder Funds”), and Southpoint Master Fund, LP, an exempted limited partnership organized under the laws of the Cayman Islands (the “Master Fund,” and together with the Feeder Funds, the “Funds”). The Feeder Funds invest all of their investable assets in and conduct all of their trading activities through the Master Fund. Southpoint makes all investment decisions on behalf of the Funds, including identifying, reviewing and selecting investment opportunities for the Funds. Additionally, Southpoint GP, LP (the “General Partner”), an affiliate of Southpoint, serves as the general partner of the Domestic Feeder Fund. Southpoint GP, LLC serves as the general partner of the General Partner. The General Partner and Southpoint GP, LLC serve as the general partners of the Master Fund, and each is an adviser registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). John S. Clark II is the principal owner of the General Partner, and is the managing member and sole owner of Southpoint GP, LLC. The primary investment objective of the Funds is to seek high absolute investment returns, while minimizing the risk of capital loss, by purchasing securities and other financial instruments with trading values substantially below their intrinsic value and selling short securities and other financial instruments with trading values substantially above their intrinsic value. The investment strategy of the Funds is broadly defined as value-oriented long/short. Southpoint provides investment advisory services to the Funds in accordance with the provisions in their respective offering memoranda and pursuant to an investment management agreement. Southpoint does not provide investment advisory services to clients other than the Funds, although it, or one or more affiliates, may do so in the future. As of December 31, 2024, Southpoint had approximately $6,626,199,868 in gross regulatory assets under management, all managed on a discretionary basis. Please see Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss), Item 10 (Other Financial Industry Activities and Affiliations) and Item 14 (Client Referrals and Other Compensation).

Southpoint generally receives a quarterly management fee (the “Management Fee”), calculated and payable in advance at the annualized rate of 1.5% of the net asset value of an investor’s investment in the Funds. Although the Management Fee is generally non-negotiable, Southpoint

has discretion to reduce, waive or calculate such fee in a different manner with respect to investors, including affiliates, employees, partners, immediate family members of such persons, or trusts or other entities established by or for the benefit of such persons. Capital contributed, withdrawn or redeemed from the Funds during a quarter is charged a ratable portion of the Management Fee for the period invested. The Management Fee is paid to Southpoint by the Master Fund. Pursuant to the investment management agreement between Southpoint and the Funds, the Funds (either directly or through the Master Fund) bear certain operating expenses, including, without limitation, expenses related to proxies, underwriting, the purchase of and the sale of securities, and private placements, brokerage commissions, interest on debt balances or borrowings, research and research related expenses, custody fees, and any withholding or transfer taxes imposed on the Funds. Each Fund also bears all out-of-pocket costs associated with the offering of limited partner interests, including, without limitation, expenses associated with the administration, including, without limitation, accounting, auditing and legal expenses, certain regulatory filings, costs of liability insurance obtained on behalf of the Funds, as well as fees and reimbursable expenses of the Funds’ administrator and the costs associated with reporting and providing information to existing and prospective investors. The General Partner may, in its sole discretion, choose to absorb any such expenses incurred on behalf of the Funds. Expenses of the Master Fund are typically shared pro rata by the Feeder Funds. Please see Item 6 (Performance-Based Fees and Side-By-Side Management), Item 10 (Other Financial Industry Activities and Affiliations) and Item 12 (Brokerage Practices) as well as the Funds’ offering memoranda for additional information.

Southpoint is a value-oriented investment adviser that focuses primarily on U.S. corporate equity, but also invests in other securities and investments on behalf of the Funds. Investment Strategies The investment strategy of the Funds is broadly defined as value-oriented long/short equity. In managing the Funds, Southpoint seeks high absolute investment returns while minimizing the risk of capital loss by purchasing securities at trading values substantially below their intrinsic value and selling short securities and other financial instruments at trading values substantially above their intrinsic value. Southpoint believes the capital markets are efficient over the long term, but can be highly inefficient over the intermediate and short terms. A security’s trading value may diverge materially from its intrinsic value in the short and intermediate terms but will converge on its intrinsic value over the long term. Southpoint believes that the alert, patient and disciplined investor can achieve high absolute and risk-adjusted returns by exploiting these circumstances. Depending on conditions and trends in the securities markets and the economy in general, Southpoint may pursue other objectives and employ other investment strategies on behalf of the Funds. There can be no assurance that Southpoint’s investment strategy will achieve profitable results.

Methods of Analysis Southpoint generally evaluates securities on an enterprise value basis, seeking to determine intrinsic value of the securities of a “company.” Southpoint views a “company” as a combination of: (1) an operating business or businesses; (2) a capital structure; and (3) assets or liabilities that may not be properly reflected in a profit and loss statement. Because the intrinsic value of an operating business involves predicting the future it is often difficult to estimate its intrinsic value with great precision. As a result, Southpoint attempts to purchase or sell short securities with the greatest possible deviation from their intrinsic value. If it correctly identifies these deviations, this methodology may provide a margin of safety, retaining the possibility of a substantial investment return while limiting the risk of capital loss. Southpoint’s methods of analysis generally include the following steps: Identification: Southpoint focuses on identifying recurring situations with attractive investment themes that it understands well. To this end, Southpoint maintains professional relationships with other fund managers, brokers, sell-side analysts and industry contacts. Other sources of investment ideas include the systematic observation of certain corporate actions, investment publications, proprietary screens and the review of insider buying activities. Analysis: Southpoint generally conducts fundamental research about companies, industries and markets. Southpoint uses this information to perform rigorous financial and accounting analysis, which often involves the creation of detailed financial models. Once Southpoint determines that a substantial discrepancy between intrinsic and trading values exists, it then seeks to determine the cause of the mispricing. Monitoring: Southpoint reevaluates portfolio positions to monitor changes in intrinsic and trading values. Exiting a Position: Southpoint generally will exit a position either when it is fairly valued or when it determines a better use of capital exists. Market Strategy: Depending upon available opportunities, Southpoint’s portfolio may have either a long or short bias. Southpoint primarily constructs its portfolio from the bottom up. This means that each position, short and long, stands on its own merits. While short sales tend to act as a hedge against downward market movements, Southpoint intends for short positions to produce standalone, risk-adjusted returns comparable to other investments in the portfolio. Portfolio Concentration: Southpoint intends to maintain a concentrated portfolio, and position sizes will be proportional to its level of conviction, liquidity allowing. Borrowing: In general, other than the use of embedded leverage associated with derivatives trading, Southpoint borrows no more than is routinely available through brokerage firm margin accounts. Depending on conditions and trends in the securities markets and the economy in general, Southpoint may use other methods of analysis on behalf of the Funds. There can be no assurance

that Southpoint’s methods of analysis will achieve profitable results. Risk of Loss Southpoint’s intended investment strategy on behalf of the Funds involves a substantial risk of loss of capital. The risk of loss of capital arises from a number of considerations, including, but not limited to: General Trading Risk: The profitability of a significant portion of Southpoint’s investment program depends to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that Southpoint will be able to predict accurately these price movements. With respect to the intended investment strategy utilized on behalf of the Funds, there is always some, and occasionally a significant, degree of market risk. Liquidity of Investments: Investments made by Southpoint can be very illiquid, and consequently Southpoint may not be able to sell such investments at prices that reflect Southpoint’s assessment of their value or the amount paid for such investments by the Funds. Illiquidity can result from the absence of an established market for the investments as well as legal, contractual or other restrictions on their resale. Furthermore, the nature of the Funds’ investments, especially those in financially distressed companies, can require a long holding period prior to profitability. Additionally, the Funds’ organizational documents authorize the Funds to make distributions in kind of securities in lieu of or in addition to cash. The Funds will provide prior written notice to investors before making distributions of securities in kind and, to the extent reasonably practicable, any such in-kind distributions will be made to investors on a pro rata basis. Though the Funds will use reasonable commercial efforts to assist investors in liquidating assets distributed in kind, such assets could be illiquid or subject to legal, contractual and other restrictions on transfer. Short Sales: Southpoint directs transactions, known as “short sales,” in which it sells a security that a Fund does not own in anticipation of a decline in the market value of the security. Short sales that are not made “against the box” theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Southpoint could seek to mitigate such losses by replacing the securities sold short before the market price has increased significantly. Under adverse market conditions, Southpoint could have difficulty purchasing securities to meet short sale delivery obligations, and might have to sell portfolio securities to raise the capital necessary to meet short sale obligations at a time when fundamental investment considerations would not favor such sales. Hedging Risk: Southpoint, from time to time, employs various hedging techniques to reduce the risk of highly speculative investments in securities. There remains a substantial risk, however, that hedging techniques may not be possible or may not be effective in limiting losses. Portfolio Concentration: Although Southpoint follows a general policy of seeking to spread capital among a number of investments, Southpoint could depart from such policy from time to time and could hold a few, relatively large securities positions. The result of such concentration of investments is that a loss in any such position could materially reduce capital. Since portfolios will not necessarily be widely diversified, they could be subject to more rapid changes in value

than would be the case if Southpoint maintained a wide diversification among companies, securities and types of securities. Risks Related to Investing in Derivatives: Derivative instruments, or “derivatives,” include futures, options, swaps, structured securities and other instruments and contracts that are derived from, or the value of which is related to, one or more underlying securities, financial benchmarks, currencies or indices. Derivatives can allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark currency or index general at a fraction of the cost of investing in the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of other risks associated with derivatives trading. For example, because many derivatives are “leveraged,” and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement can not only result in the loss of the entire investment, but can also expose the portfolio to the possibility of a loss exceeding the original amount invested. Derivatives can expose investors to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts, and to counterparty risk. The counterparty risk lies with each party with which Southpoint contracts for the purpose of making derivative investments. In the event that such counterparty defaults, the Funds will only rank as unsecured creditors and risk the loss of all or a portion of the amounts they are contractually entitled to receive. Fraud: Instances of fraud and other deceptive practices committed by senior management of certain companies could undermine Southpoint’s due diligence efforts with respect to such companies, and if such fraud is discovered, it could negatively affect the valuation of investments. In addition, when discovered, financial fraud may contribute to overall market volatility that can negatively impact Southpoint’s investment program. International Investments: Investments in foreign securities involve certain factors not typically associated with investing in U.S. securities, such as risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar (the currency in which the books of the Funds are maintained) and the various foreign currencies in which portfolio securities will be denominated and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between the U.S. and foreign securities markets, including the absence of uniform accounting, auditing and financial reporting standards and practices and disclosure requirements, and less government supervision and regulation; (iii) political, social or economic instability; (iv) imposition of foreign income, withholding or other taxes; (v) the extension of credit, especially in the case of sovereign debt; (vi) sanctions and countermeasures; and (vii) trade disputes, tariffs, export controls and retaliatory measures (or the threat or potential of one). In particular, the current political climate has intensified concerns about trade tensions between the United States and China and other countries subject to U.S. tariffs or trade restrictions. The U.S. government has altered its approach to international trade policy, renegotiating or potentially terminating existing trade agreements and imposing tariffs on certain foreign goods and countries. Some foreign governments, including China, have instituted retaliatory tariffs on U.S. goods. Global trade disruption, significant trade barriers and bilateral trade frictions together with any resulting global economic downturns could adversely affect the performance of investments and certain investments could become prohibited, illiquid or

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Southpoint only advises the Funds, although it may provide investment advice to other clients in the future, including other collective investment vehicles and separately managed accounts. The minimum initial investment in a Fund is generally $1,000,000.00, though lesser amounts may be accepted at the discretion of the General Partner or board of directors of the Fund, as applicable. The Funds’ securities are offered to investors on a private placement basis pursuant to Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “’40 Act”). As a result, all investors in the Domestic Feeder Fund and U.S. person investors in the Offshore Feeder Fund are generally “accredited investors” as defined in Rule 501(a) of Regulation D under Section 4(2) of the Securities Act of 1933, as amended (“Securities Act”), or “knowledgeable employees” (as defined under the ’40 Act), and “qualified purchasers” (or “knowledgeable employees”) as defined under the ’40 Act. The board of directors or General Partner, as applicable, is permitted to accept or reject any subscriptions for any reason and is not obligated to disclose the reasons for acceptance or rejection.

The General Partner is entitled to receive an annual performance-based incentive allocation (the “Performance Allocation”) equal to 20% of the net profit attributable to an investor’s investment, if any, subject to a high water mark described below. The Performance Allocation is generally calculated and allocated at the end of each fiscal year or upon a withdrawal or redemption occurring prior to the end of any fiscal year. The Performance Allocation is made by the Master Fund in accordance with Section 205 of the Advisers Act and Rule 205-3 thereunder. The Performance Allocation is calculated subject to a high water mark whereby an investor will not be subject to a Performance Allocation on its investment in a Fund, unless the value of such investment (net of any losses, for all years since admission) exceeds the higher of the following amounts: (i) the highest net asset value of such investment as of the close of any year since admission; and (ii) the value of such investor’s investment on the date of admission. A Performance Allocation is not made with respect to any period in which an investor’s investment in a Fund decreases in value. The Performance Allocation is generally non-negotiable. However, the General Partner can waive or reduce the Performance Allocation with respect to any investor, including with respect to investors that are affiliated with the Adviser, and the directors of the Offshore Feeder Fund may also vary the calculation method of the Performance Allocation in relation to an investor in the Offshore Feeder Fund, provided that no other investors are adversely affected.

Southpoint only manages the Funds listed above, whose investors are subject to the Performance Allocation. However, Southpoint may, in the future, manage additional funds or accounts with higher or lower fees, and different fee structures, than those applicable to investors in the Funds.

As discussed in Item 4 (Advisory Business), Mr. Clark, the portfolio manager of Southpoint, is the sole owner of Southpoint, and is the principal owner of the General Partner. Southpoint Capital Advisors LLC serves as the general partner to Southpoint, while Southpoint GP, LLC serves as the general partner to the General Partner. Mr. Clark is the sole owner and managing member of Southpoint Capital Advisors LLC and Southpoint GP, LLC. Mr. Clark serves as a director of the Offshore Feeder Fund. Employees of Southpoint or its affiliates may serve as members of a board of directors (or a functional equivalent) of companies or other entities, but do not accept compensation for such services. None of Mr. Clark, Southpoint or any Southpoint affiliates is subject to any specific obligations or requirements concerning the allocation of time, effort or investment opportunities to any of the Funds or any restrictions on the nature or timing of investments for the account of any of the Funds

and for their own accounts or for future client accounts. Neither Mr. Clark, Southpoint nor any Southpoint affiliate is obligated to devote any specific amount of time to the affairs of any of the Funds and is not required to accord exclusivity or priority to any of the Funds in the event of limited investment opportunities. Please see Item 4 (Advisory Business), Item 5 (Fees and Compensation), Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss), Item 11 (Code of Ethics, Participation in Client Transactions and Personal Trading) and Item 12 (Brokerage Practices).

Southpoint has adopted a code of ethics (the “Code”) pursuant to the Advisers Act that encourages employees to conduct business activities in a highly ethical manner and requires them to comply with applicable federal securities laws and Southpoint’s fiduciary obligations to its clients. Accordingly, the Code prohibits insider trading and the disclosure of confidential information, and imposes restrictions and reporting requirements on personal investments, gifts and entertainment and other activities that may result in an actual or apparent conflict with the interests of Southpoint’s clients. For purposes of the Code, all employees are subject to the Code and the reporting requirements under the Code. Southpoint’s personal trading policy generally prohibits supervised persons, such person’s spouse and any account in which the supervised person has a beneficial interest in from purchasing or selling equity securities (including derivatives on equities), other than certain exchange traded funds and mutual funds, without written pre-approval from the Chief Compliance Officer. However, Southpoint’s supervised persons may be permitted with the written approval of Southpoint’s Chief Compliance Officer to a) invest in securities offered pursuant to a private offering, b) sell legacy equity securities, or c) maintain a third party managed account that is confirmed as fully discretionary. Supervised persons are required to submit quarterly transaction reports and annual holdings reports to the Chief Compliance Officer. Southpoint has adopted a gifts and entertainment policy that imposes certain restrictions and reporting requirements upon employees who give or receive business-related gifts and entertainment from anyone with whom Southpoint has a business relationship, or who seek to establish a business relationship with Southpoint, including broker-dealers. Among other things, the policy prohibits employees from soliciting gifts and entertainment from such entities or accepting entertainment with greater than a de minimis value unless the Chief Compliance Officer provides written pre-approval. Southpoint and its employees may be permitted to solicit charitable contributions from such persons if they have obtained approval from, and adhere to any restrictions imposed by, the Chief Compliance Officer. Southpoint may also participate in broker-dealer sponsored charity days, events in which some portion of commissions generated may be allocated by the broker-dealer to one or more charitable organizations. Violations of the Code are required to be promptly reported to the Chief Compliance Officer, who is primarily responsible for administering and enforcing the Code.

A copy of the Code is available to clients upon request by contacting us at the address listed on the first page of this Brochure.

General Southpoint is responsible for the placement of the portfolio transactions of the Master Fund and the negotiation of brokerage commissions paid on such transactions. Purchases of portfolio securities through broker-dealers involve commissions to the broker. Purchases of portfolio securities from broker-dealers serving as market makers include the spread between the bid and the asked price. Southpoint utilizes the services of several broker-dealers which execute the Master Fund’s portfolio transactions and prime brokers that clear transactions and custody Master Fund assets. Southpoint generally does not commit to provide any level of brokerage business to any broker-dealer. Broker-dealers are selected by Southpoint in its sole discretion and without the consent of the Funds. In placing portfolio transactions, Southpoint seeks to obtain best execution, taking into account, among others, the following factors, the ability of the broker-dealer to effect prompt and reliable executions at favorable prices; the operational efficiency with which transactions are effected; the financial strength, integrity and stability of the broker-dealer; the broker-dealers risk in positioning a block of securities; the quality, comprehensiveness and frequency of research services; and the competitiveness of commissions compared to other broker-dealers that meet Southpoint’s selection criteria. Southpoint maintains an “approved broker-dealer list” based on both objective and subjective criteria. Orders are generally placed with these broker-dealers unless no approved broker-dealer is able to provide best execution. Southpoint has designated certain employees to evaluate the brokerage services utilized by the Master Fund on a periodic basis and make determinations relating to brokerage-related matters. Research and Use of “Soft Dollars” Southpoint may cause the Master Fund to pay higher commissions (or markups or markdowns) to a broker-dealer to obtain research and/or brokerage products or services than the Master Fund would otherwise pay to execute a transaction, often referred to as “soft dollars.” Southpoint uses soft dollars to obtain research and/or brokerage products or services to the extent permitted by Section 28(e) of the Exchange Act (“Section 28(e) eligible services”). Southpoint uses soft dollars to obtain proprietary research services from broker-dealers as well as third party research services obtained through commission sharing arrangements with certain broker-dealers (“CSA brokers”). The commission rates charged by these CSA brokers generally are similar to the rates charged by broker-dealers that provide proprietary services; however, a prenegotiated portion of the commissions paid to these CSA brokers is applied to a commission account in the form of credits that are used to obtain third party research services. The commission

account is administered by a third-party broker-dealer that maintains records relating to transactions with these CSA brokers and performs a monthly reconciliation of such transactions. This “unbundling” generally facilitates Southpoint’s ability to seek best execution. “Soft dollars” that are used to pay for Section 28(e) eligible services may also include, but not necessarily be limited to: written information and analyses concerning specific securities, companies and sectors; market, financial and economic studies and forecasts; statistics and pricing and appraisal services; discussions with research personnel; invitations to conferences or meetings with management and industry consultants and other information or services the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker‐dealer and other relevant parties such as custodians); trading software operated by a broker‐dealer to route orders; software that provides trade analytics and trading strategies; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. Southpoint may benefit from the use of soft dollars because it does not have to produce or pay for such services and may have an incentive to select or recommend a broker-dealer based on its interest in receiving such services rather than the Master Fund’s interest in receiving the most favorable execution. However, the investment management agreement between Southpoint and the Funds authorizes Southpoint to use “soft dollar” arrangements to pay for Section 28(e) eligible services and provides that the Master Fund will pay for all research expenses in connection with the Master Fund’s investments or prospective investments. Because the Feeder Funds trade exclusively through the Master Fund, the benefit of the services generally accrues in proportion to the relative size of each Feeder Fund. During any period when Southpoint uses client commission to obtain Section 28(e) eligible research and brokerage products and services, Southpoint’s Chief Compliance Officer, trader, Chief Financial Officer and/or other personnel will periodically review and evaluate its soft dollar practices and determine in good faith whether, with respect to any research or other products or services received from a broker‐dealer, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research or other products or services provided by the broker‐dealer. Trade Errors Southpoint has adopted a trade error policy and related trade error procedures to facilitate the prompt and appropriate resolution of trade errors. Trade errors may occur as a result of mistakes made on the part of an executing broker, or mistakes on the part of Southpoint personnel, including but not limited to portfolio managers, traders and/or operations staff. Trade errors may include, for example, keystroke errors that occur when entering transactions into electronic trading systems, or failures of oral or other communications between and among Southpoint investment staff, trading staff and operations staff, or between Southpoint personnel and the third parties, such as executing brokers, with whom Southpoint conducts trading activities. In accordance with Southpoint’s trade error policies and procedures, all trade errors, if any, are promptly and appropriately reviewed, evaluated and resolved by Southpoint, and any gains or losses resulting therefrom are allocated properly between Southpoint, the applicable Fund, and, where applicable, third parties. All such allocations are made in accordance with the contractual,

legal and fiduciary obligations of Southpoint to the applicable Fund pursuant to the governance and constituent documents of such Fund, the agreements between Southpoint and such Fund, the Advisers Act, and all other laws rules and regulations applicable to Southpoint and the Funds. Southpoint strives to correct all trade errors prior to the settlement of any transaction. Trade errors caused by third parties, such as executing brokers, are the responsibility of the third party and Southpoint endeavors to have the affected Fund reimbursed for such trade errors by such third parties. Such reimbursements generally are in accordance with the agreements in effect from time to time between Southpoint and such third parties, such third parties’ customer policies and procedures, and governing law. Southpoint does not absorb and is not otherwise responsible for losses resulting from trade errors caused by third parties. To the extent that a trade error may occur on the part of Southpoint personnel, it almost always would occur as part of the business of Southpoint in effecting transactions for the Funds in the ordinary course of their business. Thus, (i) all gains in a Fund’s account resulting from trade errors remain in the Fund’s account for the benefit of the Fund and its investors and (ii) in accordance with the exculpation and indemnification provisions contained in the agreements between Southpoint and the Funds (and the investors in the Funds), all losses resulting from trade errors (that are not reimbursed by third parties, such as executing brokers) are borne by the affected Fund and its investors, and not Southpoint, unless (a) such trade error was caused by Southpoint or its personnel acting (or failing to act) in bad faith, or with willful misconduct, recklessness or gross negligence or (b) reimbursement by Southpoint to the affected Fund is otherwise required by applicable law. Gains and losses from multiple trade errors, if any, in a Fund’s account are not netted. Rather, each trade error is separately resolved in accordance with the policy and procedures described herein. Southpoint generally will not notify investors in any Fund that a trade error has occurred unless a determination has been made that the trade error has or will have a material adverse impact on the investors and/or the Fund. Southpoint maintains a record of trade errors which includes, among other things, the date that the trade error occurred, a description of the persons and entities involved in and the circumstances surrounding the trade error, and the means by which the trade error was addressed and/or resolved. Such record is maintained in accordance with Southpoint’s recordkeeping policies. Investor Referrals Prime brokers, who receive commissions and other payments from the Master Fund, may from time to time, introduce Southpoint to potential investors. There is not an agreement on the part of Southpoint to use any particular level of prime brokerage services or to continue to use any prime brokerage services or, on the part of any prime broker, to provide any particular number or type of introductions. Please see Item 10 (Other Financial Industry Activities and Affiliations).

Southpoint does not receive an economic benefit from a person who is not a client for providing investment advice to a client. Neither Southpoint nor a related person compensates any person who is not a supervised person, including placement agents, for client referrals.

Southpoint does not believe there are any legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Southpoint’s advisory business or the integrity of Southpoint’s management.

Mr. Clark and Benjamin Y. Carter, co-portfolio managers of Southpoint and limited partner of the General Partner, review the portfolio of the Funds on a daily basis to ensure that the Funds’ exposure is generally consistent with their investment objective and strategy. Investors in the Funds are provided with annual reports containing financial statements examined by the Funds’ independent auditors within 120 days after the end of each taxable year. Investors are also provided with performance estimates on a weekly basis, estimated net month-end returns, monthly capital statements, and quarterly reports reviewing the Funds’ performance for such quarter. Southpoint, from time to time, may provide other information to investors as is deemed advisable or required by the investor.

Most client securities and other assets that are effected through brokerage firms are held in the custody of prime brokers and/or their respective delegates. However, Southpoint is deemed to have custody of the Funds’ assets because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from a client account or otherwise withdrawing funds from a client’s account. As a result, the Funds undergo an annual audit by KPMG, an independent public accountant that it registered with, and subject to regular oversight by, the Public Company Accounting Oversight Board. Audited financial statements are distributed to investors annually, within 120 days of the Funds’ fiscal year-end. Southpoint urges its investors to review the audited financial statements carefully upon receipt.

Southpoint and its affiliates have been afforded discretionary authority to manage the assets of the Funds pursuant to an investment management agreement with the Funds. Southpoint makes investment decisions on behalf of the Funds in accordance with the Funds’ investment objectives. For more information, please see Item 4 (Advisory Business).

In voting proxies, Southpoint utilizes the services of a third-party proxy agent that votes proxies according to agreed-upon guidelines, notwithstanding that Southpoint has been granted the authority to vote the shareholder proxies received by the Funds. Southpoint has adopted a proxy voting policy pursuant to the Advisers Act. Southpoint’s policy is to act in the best interest of its clients when exercising its proxy voting authority. Southpoint will generally vote client proxies in accordance with the guidelines set forth in the proxy voting policy, subject to the investment

objectives and best interests of the client. If a material conflict of interest between Southpoint and a particular vote is identified, Southpoint will act in a manner consistent with its fiduciary duty and will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the Funds. Southpoint’s policies and procedures do not mandate Southpoint to vote every client proxy that it receives. There may be circumstances when refraining from voting a proxy is in a client’s best interest, such as when and if Southpoint determines that the cost of voting the proxy exceeds the expected benefit to the client. Southpoint’s proxy voting policy contains guidelines for identifying conflicts of interest between Southpoint and the Funds with respect to proxy votes. Generally, clients cannot direct how Southpoint votes a particular proxy. Clients may request a copy of Southpoint’s proxy voting policy, as well as their proxy voting record, by submitting a request to us at the address on the first page of this Brochure.

Not applicable.