SRS Investment Management, LLC

SRS Investment Management, LLC (“SRS Investment Management” or “SRS”), a Delaware limited liability company, has provided investment advisory services since March 1, 2007. SRS Investment Management provides discretionary investment advisory services to private investment funds that invest in a wide variety of securities and financial instruments, primarily focusing on publicly traded equity securities through two master feeder structures and one standalone domestic fund. •

The first master feeder structure (the “Hedge Funds”) is set up as a traditional master feeder with a master fund (the “Hedge Master Fund”), an offshore fund (the “Hedge Offshore Feeder Fund”) and an onshore fund (the “Hedge Domestic Feeder Fund”).

•

The second master feeder structure (the “Long-Only Funds”) is set up as a traditional master feeder with a master fund (the “Long-Only Master Fund”), an offshore fund (the “Long-Only Offshore Feeder Fund”) and an onshore fund (the “Long-Only Onshore Feeder Fund”).

•

SRS also presently manages a customized pooled investment vehicle exclusively for investment by affiliates of SRS Investment Management and accounts and collective investment vehicles managed by SRS Investment Management (the “Special Opportunities Fund”).

The Hedge Funds, the Long-Only Funds, and the Special Opportunities Fund are referred to collectively as the “Funds” or “Advisory Clients” and individually as a “Fund” or “Advisory Client.” “Investors” are investors in the Funds. Each Fund’s structure, fees, investment objective and investment strategies are set forth in detail in a confidential private placement memorandum (“CPPM”) or, in the case of the Special Opportunities Fund, the Limited Partnership Agreement and Subscription Documents. The applicable CPPM, Limited Partnership Agreement, or Subscription Documents are provided to each Investor in a Fund, and prospective Investors should read (as applicable) the CPPM, Limited Partnership Agreement or Subscription Documents thoroughly before making an investment in the Fund. SRS does not presently, but may at some point in the future also provide discretionary investment advisory services to one or more separately managed accounts. SRS does not currently participate in any wrap fee programs. Karthik R. Sarma (the “Principal”) is the principal owner of SRS Investment Management. SRS has full discretion in investment decisions made on behalf of the Funds. Investment advice is provided directly to the Hedge Funds, the Long-Only Funds, and the Special Opportunities Fund according to each Fund’s particular investment objectives and not individually to the applicable Fund’s Investors. Investors in any of the Funds should refer to the Fund’s constituent documents for information about a given Fund’s strategies, objectives and investment program. SRS generally

does not take the specific circumstances of individual Investors in a Fund into account in making investment decisions for the Fund. SRS Investment Management UK Ltd., a limited company incorporated under the laws of England and Wales, employs SRS’s UK-based employees. As of December 31, 2025, SRS Investment Management managed $13,916,878,584 of regulatory client assets, all on a discretionary basis. 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 described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum.

It is critical that Investors refer to their respective Fund’s offering documents for a complete understanding of how fees are determined and paid or deducted from their capital accounts. The information contained herein is a summary only and is qualified in its entirety by the applicable Fund’s offering documents. Management Fees, Incentive Allocations and Other Compensation The Hedge Funds Management Fee. SRS Investment Management typically receives an annual management fee (the “Hedge Management Fee”) equal to 1.5% of each Investor’s share of the applicable Fund’s net asset value, payable quarterly in advance; provided, however, for Investors invested in the Hedge Funds prior to April 1, 2014, SRS Investment Management may receive a Hedge Management Fee equal to 1.25% on a portion of such Investor’s capital account balance. The Hedge Management Fee is paid or deducted from each Investor’s capital account quarterly in advance. A pro rata Hedge Management Fee will be charged to Investors on any amounts accepted by the Fund as investments during a quarter. SRS Investment Management, in its sole discretion, may elect to reduce, waive or calculate differently the Hedge Management Fee with respect to any Investor. Incentive Allocation. At the end of each accounting period of the Hedge Master Fund, any net capital appreciation or net capital depreciation will be initially allocated to all capital accounts, including SRS Partners US GP, LLC’s (the “Hedge General Partner”) capital account, in proportion to their balances as of the beginning of such accounting period. The Hedge Fund Incentive Allocation will be allocated to the Hedge General Partner at the Hedge Master Fund level with respect to each capital account. Generally, at the close of each fiscal year, the Hedge General Partner will receive a performance-based allocation (the “Hedge Incentive Allocation”) from each Investor’s capital account equal to 20% of the excess of (i) the net capital appreciation (i.e., the increase in the value of the Hedge Fund’s net assets) allocated to such capital account for the year over (ii) any profits, losses and expenses incurred at the Fund level attributable to such capital account for the year, subject to a “loss carryforward” provision (as described below). The Hedge General Partner, in its sole discretion, may (i) elect to reduce, waive or calculate differently the Hedge Incentive Allocation with respect to any Investor or (ii) cause the Hedge Funds to allocate a portion of the Hedge Incentive Allocation to certain Investors that may or may not be affiliated with the Hedge General Partner. The Hedge Incentive Allocation is subject to a “high water mark” procedure. If a capital account has been allocated net capital depreciation (i.e., the decrease in the value of the Hedge Fund’s net assets) for any fiscal year (or other applicable period), this loss will be carried forward as to such capital account to future fiscal years (or other applicable periods) (a “loss carryforward”). Whenever there is a loss carryforward for a capital account, the Hedge General Partner will receive a reduced Hedge Incentive Allocation with respect to the capital account according to a calculation as described in the applicable CPPM. The Hedge General Partner may agree with any Investor to apply a different loss carryforward provision for such Investor.

Capital Contributions by SRS and Affiliates. Capital contributions by SRS, its personnel and its affiliates will generally be on the same basis as capital contributions made by Investors, except that, in the discretion of SRS and/or its affiliates, no Hedge Management Fee or Hedge Incentive Allocation will be assessed to such parties and such parties may not be required to maintain any minimum capital account balance. The Long-Only Funds Management Fee. SRS Investment Management typically receives, on the first day of each calendar quarter, a fixed fee for management services (the “Long-Only Management Fee”) equal to (i) 0.25% (1.0% annualized) in the case of Series A Shares of the net asset value of each tranche of a sub-series of Series A Shares as of the beginning of such calendar quarter, (ii) 0.0625% (0.25% annualized) in the case of Series C Shares of the net asset value of each tranche of a sub-series of Series C Shares as of the beginning of such calendar quarter, and (iii) 0.25% (1.0% annualized) in the case of Series D Shares of the net asset value of each tranche of a sub-series of Series D Shares as of the beginning of such calendar quarter. No Long-Only Management Fee will be charged in respect of Series B Shares. SRS Investment Management may, in its sole discretion, elect to reduce, waive or calculate differently the Long-Only Management Fee with respect to any shareholder. SRS Investment Management, without the consent of the shareholders, may cause the Long-Only Management Fee to be charged to and paid by the Long-Only Master Fund instead of a feeder Fund; provided that in such circumstances the Long-Only Management Fee will not exceed that which would be payable at the feeder Fund level. Incentive Allocation. At the end of each accounting period of the Long-Only Master Fund, any net capital appreciation or net capital depreciation will be initially allocated to all capital accounts, including SRS Long Opportunities GP, LLC’s (the “Long-Only General Partner”) capital account, in proportion to their balances as of the beginning of such accounting period. Generally, at the end of each fiscal year of the Long-Only Master Fund, the Long-Only General Partner is allocated a performance-based allocation (the “Long-Only Incentive Allocation”) with respect to each capital account (and accordingly, indirectly with respect to each sub-series and tranche of a sub-series) equal to: (i) 20% of the excess of the appreciation of each Series A capital account over a hurdle rate, (ii) 30% of the excess of the appreciation of each Series B capital account over a hurdle rate, (iii) 30% of the excess of the appreciation of each Series C capital account over a hurdle rate, and (iv) 20% of the excess of the appreciation of each Series D capital account over a hurdle rate. It is possible that the Long-Only Incentive Allocation will become allocable even if the applicable capital account has depreciated in value. In addition, it is possible that the Long-Only Incentive Allocation will exceed the capital appreciation for such fiscal year. The applicable CPPMs will describe how these situations are handled. The Long-Only Incentive Allocation will be allocated to the Long-Only General Partner at the Long-Only Master Fund level with respect to each capital account. Accordingly, it is possible that the Long-Only Incentive Allocation may be made with respect to one capital account even though

another capital account attributable to the same shareholder had a net return that did not exceed the applicable hurdle rate, during a particular year. The Long-Only General Partner may, in its sole discretion, elect to reduce, waive or calculate differently the Incentive Allocation with respect to any capital account. The Long-Only General Partner, in its sole discretion, may cause the Long-Only Master Fund to allocate a portion of the Incentive Allocation to certain persons, if such persons are admitted as special limited partners to the Long-Only Master Fund, that may or may not be affiliated with the General Partner without the consent of the shareholders. Loss Carryforward / High Watermark: The Long-Only Incentive Allocation is subject to what is commonly known as a “high water mark” procedure. That is, if an Investor’s capital account net return is less than the applicable hurdle rate for any fiscal year (or other applicable period), this loss will be recorded and carried forward as to such capital account to future fiscal years (or other applicable periods). The Special Opportunities Fund The Special Opportunities Fund utilizes different trading and/or investment strategies than certain other Advisory Clients and is subject to different terms and arrangements (including fees, liquidity rights, transparency rights, termination rights and brokerage) than the other Advisory Clients. SRS Special Opportunities GP II, LLC an affiliate of SRS Investment Management is the general partner of the Special Opportunities Fund (the “Special Opportunities General Partner”) and is entitled to receive management fees in addition to incentive based compensation from the Special Opportunities Fund (as applicable). Other Types of Fees and Expenses Other types of fees and expenses applicable to each Fund are set forth in detail in their offering documents. A brief summary of such fees and expenses is provided below. The Hedge Funds and the Long-Only Funds In addition to the fees described above, Hedge Fund and the Long-Only Fund Investors bear indirectly other fees and expenses. Operating Expenses. The Hedge and Long-Only Funds pay, or reimburse, SRS Investment Management and/or its affiliates for (i) all expenses incurred in connection with the ongoing offer and sale of interests/shares, including but not limited to printing of offering documents, documentation of performance and the issue of shares (but excluding marketing expenses), mailing expenses, and government filing fees (including “blue sky” filing fees), (ii) all operating expenses of the Funds, such as Management Fees, accounting, third-party audit and tax preparation fees, legal, administration, research and trading costs, governmental fees and taxes, administrator fees, costs of regulatory filings of SRS Investment Management as they specifically relate to the Hedge and Long-Only Funds, communications with Investors, insurance expenses, including, without limitation, an eighty percent (80%) portion of premiums for cybersecurity insurance and liability insurance (including, without limitation, D&O and E&O insurance policies) covering the Hedge and Long-Only funds and their affiliates, and ongoing legal, accounting, auditing, bookkeeping,

consulting and other professional fees and expenses, (iii) all Fund research, trading and investment related costs and expenses of actual and prospective investments (whether or not consummated) (e.g., research reports, due diligence on portfolio companies, market data costs and expenses (including expenses related to obtaining, processing and analyzing “big data” or “alternative data”), brokerage commissions, margin interest, expenses related to short sales, custodial fees and clearing and settlement charges); fees and expenses relating to software or other technology (including, without limitation, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of any self-regulatory organization or applicable law (including, without limitation, reporting obligations), facilitate and manage the order execution of securities or otherwise manage the Hedge or Long-Only Funds or any trading subsidiary, such as Bloomberg terminals and order management systems; fees and expenses of third-party risk management products, models and services; third-party administrative fees and expenses; governmental, regulatory, licensing, filing or registration fees (including, without limitation, fees and expenses incurred in connection with the preparation and filing of Form PF, Annex IV, Form CPO-PQR, Section 13 filings, Section 16 filings and other similar regulatory filings); and (iv) all fees to protect or preserve any investment held by a Fund and all fees and other expenses incurred in connection with the investigation, prosecution or defense of any claims by or against a Fund, including, without limitation, the following: indemnification expenses; fees and expenses incurred in connection with any tax audit by any U.S. federal, state or local authority, including, without limitation, any related administrative settlement and judicial review; and fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of the Partnership or any trading subsidiary. The Hedge and Long-Only Funds also bear all fees incurred in providing Investors with tax returns and reports. Officers or employees of the Hedge General Partner, Long-Only General Partner, SRS, and their respective affiliates may receive compensation from portfolio companies of the Hedge Funds and Long-Only Funds (as applicable), including as a result of serving as a director or officer of such portfolio company. If such compensation is received, the officer or employee is likely to be permitted to retain such amounts. Any such compensation would be in addition to the Hedge Management Fee, Hedge Incentive Allocation, Long-Only Management Fee, and Long-Only Incentive Allocation paid or allocated by the Hedge Funds and Long-Only Funds, as applicable, to SRS, the Hedge General Partner, and/or the Long-Only General Partner. SRS may, in its sole discretion, determine if all or a portion of any such compensation should inure to the benefit of the Hedge Funds and Long-Only Funds. Such determination may include a number of considerations, including, without limitation, the percentage of the portfolio company owned (directly or indirectly) by the Hedge Funds and Long-Only Funds and the services provided in relation to such compensation. Accordingly, the Hedge Funds and Long-Only Funds may receive the benefit of none or only a small portion of such amounts. The Special Opportunities Fund The expenses charged to the Special Opportunities Fund are individually negotiated.

Read the rest in the brochure

Methods of Analysis and Investment Strategies The following is a general summary of the principal types of securities and other instruments in which the Funds may invest, certain trading techniques that they may employ, the investment criteria that they plan to apply and the guidelines established with respect to the composition of the investment portfolio. The Hedge Funds The Hedge Funds invest and trade in securities and financial instruments of all kinds and descriptions, whether publicly traded or privately placed, including, but not limited to, common and preferred stocks, options, bonds and other debt securities, warrants, commodities, futures contracts, over-the-counter (“OTC”) derivatives, certificates of deposit, convertible securities, asset-backed securities, limited partnership or limited liability company interests, mutual fund shares, closed-end investment funds, currencies, precious metals, derivative products of all types, monetary instruments and cash and cash equivalents. Investment Objective and Strategies. The objective of the Hedge Funds is to deliver superior riskadjusted absolute returns over the long term by conducting extensive fundamental research and employing a disciplined investment process in the implementation of a global long/short equity strategy. The Hedge Funds also will attempt to preserve capital and minimize risk through diversification of investments. SRS conducts substantial research and employs a disciplined investment process in making long and short investments in the global equity markets. SRS invests across several industries and geographies in order to achieve the Hedge Funds’ investment objective. SRS has experience investing in the global technology and technology-related markets, and therefore anticipates that it may have a stronger focus on opportunities in these markets. SRS develops an extensive understanding of the industries in which the Hedge Funds will invest by leveraging relationships with the various participants in an industry, such as customers, competitors, suppliers and industry experts. SRS will use this understanding as the basis for building its financial models and attempting to assess a company’s prospects for success or failure. SRS believes it will be in a position to recognize industry trends and capitalize on stock-specific opportunities ahead of the broader markets. SRS engages in short sales and uses leverage prudently. SRS may utilize derivative securities, primarily options and may invest in index options, futures, exchange traded funds or other instruments to hedge the Hedge Funds’ portfolios. SRS may seek to hedge the portfolios’ currency exposure using currency forward or option contracts. Investment Identification. SRS develops a strong understanding of the industries in which it intends to invest the Hedge Funds’ assets and leverages this information to identify potential investments. SRS may supplement this information with other sources such as quantitative stock screens, industry experts and research reports. Some examples of characteristics that SRS will look for in

its long investments are market leaders in industries with sustainable growth prospects and attractive industry dynamics, companies with strong growth prospects that arise from discontinuous technologies or products/services with low and rapidly growing market penetration, companies in developing countries with business models that have proven successful in the U.S. or other developed economies and companies that are “out of favor” with Wall Street due to prior mismanagement and are in the process of restructuring. Some characteristics of short investments include companies that are facing significant deceleration in growth due to structural changes in the industry, companies losing market share to existing or new competitors, companies facing significant margin pressures, companies with questionable accounting and business practices and poor quality of earnings. Investment Analysis. Once a potential investment has been identified, SRS conducts business due diligence and financial analysis of individual companies. Business diligence will involve collecting information on the company’s products and services from SRS’s network of contacts, discussions with industry experts and analysis of the supply-demand characteristics of the underlying products. Financial analysis may involve analysis of the financial history of the business, building financial models that attempt to forecast the prospects of a business and understanding the unit economics and return on capital characteristics of a business. Investment Monitoring. SRS monitors individual positions to ensure that the company’s investment thesis remains unchanged. Investment monitoring may include discussions with management teams, competitors and other industry contacts, review of a company’s public filings and analysis of earnings reports of industry participants. SRS also monitors trading prices on a regular basis to attempt to take advantage of stock price moves to either reduce or add to positions. Portfolio Monitoring. SRS monitors individual positions in the context of the Hedge Funds’ portfolio as a whole and monitors the portfolio’s exposure by geography, industry sub-sector and market capitalization. SRS seeks to minimize the market-related portfolio volatility and to monitor investment positions in view of the portfolio as a whole in order to manage risk. The Long-Only Funds The Long-Only Funds’ investment objective is to deliver superior relative returns through the implementation of a global long equity strategy based on fundamental research. The Long-Only Fund was formed for the purpose of investing and trading in a wide variety of long securities and financial instruments, U.S. and non-U.S., while primarily focusing on publicly traded equities, equity derivatives and equity-linked securities. No assurance can be given that the Fund will achieve its objective, and investment results may vary substantially over time and from period to period. SRS Investment Management conducts substantial research and employs a disciplined investment process in making long investments in the global equity markets. SRS Investment Management invests across several industries and geographies in order to achieve the Fund’s investment objective. SRS Investment Management has significant experience investing in the global technology and technology-related markets and, therefore, anticipates that it may initially have a stronger focus on opportunities in these markets.

SRS Investment Management develops an extensive understanding of the industries in which the Fund will invest by leveraging relationships with the various participants in an industry, such as customers, competitors, suppliers and industry experts. SRS Investment Management will use this understanding as the basis for building its financial models and attempting to assess a company’s prospects for success or failure. SRS Investment Management believes it will be in a position to recognize industry trends and capitalize on stock-specific opportunities ahead of the broader markets. SRS Investment Management may utilize leverage prudently. SRS Investment Management may utilize derivative instruments, primarily options and equity swaps. SRS Investment Management may also seek to hedge the portfolio’s currency exposure using currency forward or option contracts. Investment Identification. SRS Investment Management develops a strong understanding of the industries in which it intends to invest the Fund’s assets and leverages this information to identify potential investments. SRS Investment Management may supplement this information with other sources such as quantitative stock screens, industry experts and research reports. Some examples of characteristics that SRS Investment Management will look for in its long investments are market leaders in industries with sustainable growth prospects and attractive industry dynamics, companies with strong growth prospects that arise from discontinuous technologies or products/services with low and rapidly growing market penetration, companies in developing countries with business models that have proven successful in the U.S. or other developed economies and companies that are “out of favor” with Wall Street due to prior mismanagement and are in the process of restructuring. Investment Analysis. Once a potential investment has been identified, SRS Investment Management conducts business due diligence and financial analysis of individual companies. Business diligence will involve collecting information on the company’s products and services from SRS Investment Management’s network of contacts, discussions with industry experts and analysis of the supply-demand characteristics of the underlying products. Financial analysis may involve analysis of the financial history of the business, building financial models that attempt to forecast the prospects of a business, and understanding the unit economics and return on capital characteristics of a business. Investment Monitoring. SRS Investment Management monitors individual positions to ensure that the company’s investment thesis remains unchanged. Investment monitoring may include discussions with management teams, competitors and other industry contacts, review of a company’s public filings and analysis of earnings reports of industry participants. SRS Investment Management also monitors trading prices on a regular basis to attempt to take advantage of stock price moves to either reduce or add to positions. Portfolio Monitoring. SRS Investment Management monitors individual positions in the context of the Fund’s portfolio as a whole, and monitors the portfolio’s exposure by geography, industry sub-sector and market capitalization. SRS Investment Management further seeks to monitor investment positions in view of the portfolio as a whole in order to manage risk.

Material Risks An investment in the Funds involves significant risks not associated with other investment vehicles, due, among other things, to the nature of the Funds’ investments. Investors in the Funds must be prepared to bear such risks for an extended period of time. An investment in the Funds would be suitable for an Investor only if the Investor has adequate means of providing for its current and future needs, has no need for liquidity in such investment and can afford to lose the entire amount of the investment. There can be no assurances or guarantees that (i) a Fund’s investment strategies will prove successful or (ii) an Investor will not lose all or a portion of its investment in the relevant Fund. The following is a summary of some of the material risks associated with the strategies expected to account for a significant portion of the Funds’ investments, though not all risk factors may be relevant to a given Fund. This summary does not attempt to describe all of the risks associated with an investment in a Fund. Although no summary can fully describe all of the risks associated with such an investment, the CPPM for each Fund contains a more complete description of the risks associated with an investment in that Fund. It is critical that Investors refer to the relevant CPPM and other governing documents for a complete understanding of the material risks involved in relation to the types of securities that SRS invests in on behalf of Advisory Clients. The information contained herein is a summary only and is qualified in its entirety by such documents. The Hedge Funds and Long-Only Funds (collectively the “Broad Investment Program Funds” for this Section) Investment and Trading Risks Generally. All securities investments risk the loss of capital. No guarantee or representation is made that the Broad Investment Program Funds’ programs will be successful. Certain investment techniques of the Broad Investment Program Funds can substantially increase the impact of adverse market movements to which the Broad Investment Program Funds’ may be subject. In addition, the Broad Investment Program Funds’ investment in securities may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular countries or markets where the Broad Investment Program Funds invest their assets. The Broad Investment Program Funds’ methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, current market prices and implied volatility, which may not predict market divergences that are larger than such indicators. Information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. Dependence Upon Key Personnel. The Broad Investment Program Funds’ success will depend on the management of SRS and primarily on the skill and acumen of the Principal, who serves as portfolio manager for the Broad Investment Program Funds. If the Principal should die, become incompetent or disabled (i.e., unable, by reason of disease, illness or injury, to perform his functions as the portfolio managers) for 90 consecutive days, or otherwise cease to be involved in the affairs of the Broad Investment Program Funds, the Investors, upon receiving notice of any such event, shall have 30 days to redeem their shares. Further, if the Principal should cease to

Read the rest in the brochure

SRS provides investment advisory services to pooled investment vehicles operating as private investment funds. Generally, only persons who are accredited investors and qualified purchasers (as such terms are defined under federal securities laws) may purchase interests or shares in the Advisory Clients.

As described above, SRS Investment Management presently provides investment advisory services to the Hedge Funds, the Long-Only Funds, and the Special Opportunities Fund. Investors in the Hedge Funds, Long-Only Funds and Special Opportunities Fund are subject to performancebased compensation. As such, the conflict of interest related to managing accounts that charge performance-based fees alongside accounts that do not charge performance-based fees does not apply to SRS. SRS structures any performance-based compensation arrangement to comply with the Investment Advisers Act of 1940 (the “Advisers Act”), including Rule 205-3 thereunder. Investors are provided with clear disclosure as to how performance-based compensation is charged with respect to a particular Fund and the risks associated with such performance-based compensation prior to making an investment. While each Advisory Client managed by SRS pays performance-based compensation to the applicable General Partner, it should be noted that SRS does not charge a performance-based fee with respect to members, employees and affiliates of SRS or the General Partners.

As described in Item 4 above, SRS Investment Management is registered with the SEC and is the investment adviser for the Hedge Funds, the Long-Only Funds, and the Special Opportunities Fund. SRS Investment Management is compensated solely through Management Fees and incentive-based compensation paid by Investors in the Funds that it advises. Affiliates of SRS Investment Management serve as the general partners of certain of the Funds and receive performance-based compensation in that capacity. The Hedge Fund General Partners serve as the general partners of the Hedge Domestic Feeder Fund, the Long-Only Onshore Feeder Fund, the Hedge Master Fund, and the Long-Only Master Fund. SRS Special Opportunities GP II, LLC serves as general partner to the Special Opportunities Fund. Any persons acting on behalf of these general partners are subject to the supervision and control of SRS Investment Management in connection with any investment advisory activities. SRS Partners Global Holdings LLC also owns the management shares of a pooled investment vehicle wholly owned by certain Funds managed by SRS. Neither SRS nor any of its respective management persons are registered or have an application pending to register as a broker-dealer or registered representative of a broker-dealer. Neither SRS nor any of its any of its respective 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.

Code of Ethics SRS’s Code of Ethics (the “Code”) is designed to meet the requirements of Rule 204A-1 under the Advisers Act. All SRS personnel (including control persons) are subject to the Code, deemed to be “access persons” (as defined in Rule 204A-1) and required to sign an acknowledgement, initially and on at least an annual basis, that they have received, read and agree to abide by the Code. The Code sets forth a standard of business conduct that takes into account SRS’s status as a fiduciary and requires SRS personnel to place the interests of SRS’s Advisory Clients and Investors above their own interests. The Code requires SRS personnel to comply with applicable federal securities laws. Further, personnel are required to promptly bring violations of the Code to the attention of SRS’s Chief Compliance Officer (the “Chief Compliance Officer”). The Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading. SRS personnel must provide the Chief Compliance Officer with a list of their personal accounts and an initial holdings report within 10 days of becoming an employee or control person. In addition, personnel must provide annual holdings reports and quarterly transaction reports in accordance with Rule 204A-1. In addition, the Code addresses the protection of non-public information about the activities of the Funds and Investors. Advisory Clients and prospective Advisory Clients may obtain a copy of the Code by contacting the Chief Compliance Officer at 212-520-7900 or by email at compliance@srsfund.com. Principal Transactions and Transactions Between Advisory Clients Principal Transactions. SRS will not, directly or indirectly, while acting as principal for its own account, knowingly sell any security to, or purchase any security from, an Advisory Client (a “principal transaction”) without disclosing to the Advisory Client in writing prior to the execution of such transaction, the capacity in which SRS is acting and obtaining the specific consent of the Advisory Client. Any such principal transactions would also be subject to pre-clearance by the Chief Compliance Officer who will confirm any applicable notice and consent requirements. SRS does not expect to engage in such principal transactions. Cross Trades. There may be situations where it is advantageous to Advisory Client accounts to effect a securities transaction between two Advisory Clients for rebalancing or other purposes, otherwise known as a “cross trade.” In the event that a cross trade would be in the best interests of both Advisory Clients and is permitted under the applicable governing documents, SRS may effect a cross trade subject to the following guidelines: (i) such transaction shall be effected for cash consideration at the current market price of the particular securities and (ii) no brokerage commissions or transfer fees shall be paid to SRS in connection with any such transaction.

In such a case, SRS will have one of its prime brokers effect the transaction within the context of the market at a time that is fair to both Advisory Clients involved in the transaction. The prime broker’s commission will be borne equally by both Advisory Clients. All cross trades must be pre-cleared by the Chief Compliance Officer before the orders are executed. SRS, its affiliates and/or its personnel have and may invest in the Funds. If SRS authorizes a cross transaction involving the Funds, SRS could be deemed to be acting as principal for its own account due to the ownership interest of SRS, its affiliates and/or its personnel in the Fund(s), thereby subjecting the proposed transaction to the transaction-by-transaction notice and consent requirements described above. The Chief Compliance Officer will monitor for transactions that may be viewed as principal transactions due to the ownership interest in a Fund by SRS or its personnel, and in such circumstances, the Firm will comply with the requirements of Section 206(3) of the Advisers Act. Personal and Proprietary Trading SRS’s policies and procedures are intended to prevent its members, employees and other affiliates (the “SRS Parties”) from effecting transactions for their personal accounts in the same securities purchased and sold for the accounts of Advisory Clients. This would present a potential conflict in that such person could receive benefits of “frontrunning” as well as making improper use of information regarding an Advisory Client’s portfolio holdings, future transactions or research paid for by the Advisory Clients. The General Partners, SRS, and their principals and affiliates may make trades and investments for their own accounts (e.g., the Principal routinely invests in private real estate in India). In these accounts, any such persons may use trading and investment methods that are similar to, or substantially different from, the methods used by them to direct Funds’ accounts. The records of these personal accounts will not be made available to Investors. There may be investment opportunities or strategies that are not appropriate for a Fund, or become inappropriate for a Fund for a number of reasons, including regulatory and tax concerns, the costs associated with such investment opportunities or strategies and the ability to scale such investment opportunity to a size that is appropriate for a Fund. In such cases, SRS, the Principal, and other SRS personnel may invest in such investment opportunities or strategies. It is possible that from time to time these activities may come into conflict with the Funds’ business (e.g., SRS or its principals and personnel may hold a long position in the same security that a Fund holds short); if such a conflict arises, SRS, the Principal, and other firm personnel are not required to subordinate the interests of any other parties (or their own interests) to those of the direct or indirect Investors in the applicable Fund, but they will endeavor to resolve any conflicts in a manner that is fair and reasonable. In connection with personal investments, the Principal and other firm personnel may do business with current or former portfolio companies of the Funds upon advance written notice to and written approval from SRS’ compliance committee. In addition, SRS and its members, employees and other affiliates invest directly in the Funds managed by SRS. It should be noted that in the discretion of SRS or the pertinent general partner, no management fee or incentive compensation will be charged to the SRS Parties. The fact that

the SRS Parties have financial ownership interests in the Funds creates a conflict in that it could cause SRS to make different investment decisions than if such parties did not have such financial ownership interest. SRS Parties face additional conflicts where SRS Parties may own more than 25% of a Fund or another investment entity and that is the best, or perhaps the only viable, counterparty to a transaction in the securities of a given issuer with another Fund or SRS client. In such cases, SRS will seek to satisfy all obligations in respect of “principal transactions” under the Advisers Act and under all relevant client agreements, but SRS and the participating SRS Parties will face actual and potential conflicts of interest in structuring, negotiating, and effecting any such transactions. SRS manages the potential conflicts of interest inherent in personal trading by rigorous enforcement of the Code. Specifically, SRS personnel are not allowed to trade individual stocks in their personal accounts. Furthermore, the Code requires SRS personnel to obtain prior written approval (pre-clearance) from the Chief Compliance Officer before engaging in personal investments in initial public offerings or other limited offerings (including investments in the Funds). SRS also maintains a “Restricted Securities” list, which includes, among other things, securities that are under consideration for Advisory Clients, as well as certain securities owned by Advisory Clients. Generally, any security appearing on the Restricted Securities list will not be approved for personal trading. SRS personnel must also obtain prior written approval from the Chief Compliance Officer for any personal transaction in securities in which Advisory Clients trade, but that were previously acquired by the employee in a personal account. The Chief Compliance Officer may only approve a transaction requiring pre-clearance if he concludes that the transaction would comply with the provisions of the Code and is not likely to have any adverse economic impact on Advisory Clients. As described above, SRS personnel are also subject to reporting of securities transactions for personal accounts. The Chief Compliance Officer reviews such reports to make sure each reporting person is conducting his or her personal securities transactions in a manner that is consistent with the Code.

Selection of Broker-Dealers Securities transactions are executed through broker-dealers selected by SRS in its sole discretion and without the consent of the Funds or Investors. In placing portfolio transactions, SRS will seek to obtain the best execution, taking into account all pertinent factors, including, for example: •

the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any);

•

the level of service, responsiveness, and operational efficiency with which transactions are effected and the efficiency of error resolution, taking into account the size of the order and difficulty of execution;

•

the financial strength, integrity and stability of the broker-dealer;

•

broad market coverage resulting in a continuous flow of information regarding bids and offers;

•

natural liquidity in the security;

•

the broker-dealer’s risk in positioning a block of securities;

•

the quality, comprehensiveness and frequency of available research services considered to be of value;

•

the competitiveness of commission rates in comparison with other broker-dealers satisfying SRS’s other selection criteria (including confidentiality considerations); and

•

special execution capabilities, clearance, settlement, custody, recordkeeping, and other services provided by such broker.

SRS is not required to weigh these factors equally. Since commission rates in the United States are negotiable, SRS’s selection of broker-dealers on the basis of considerations that are not limited to applicable commission rates may at times result in the Funds being charged higher transaction costs than they could otherwise obtain. Soft Dollars The term “soft dollars” refers to brokerage commissions generated from client securities transactions that are retained by the broker-dealer for the use of the investment manager that directed the transactions to the broker-dealer. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” to those investment managers that use soft dollars to obtain investment research and brokerage services. In order to qualify for the safe harbor, the investment research must provide assistance to the investment manager in its performance of its investment decision54

making responsibilities. Brokerage services must relate to the execution, clearance and settlement of securities transactions in order to fall within the safe harbor. SRS uses formal commission sharing agreements to pay for eligible research, products and services to the extent they fall within the Section 28(e) safe harbor. Advisory Clients may pay commissions, spreads or mark-ups to a broker-dealer in an amount greater than the amount another broker-dealer charges if SRS determines, in good faith, that the amount of commissions, spreads or mark-ups charged by such broker-dealer is reasonable in relation to the value of brokerage and research products or services provided by such broker-dealer. Any such research and/or other products or services to be obtained with soft dollars generated by an Advisory Client’s transactional activity may be used by SRS to service Advisory Clients other than the Advisory Client generating such soft dollars and would be a benefit to SRS in that SRS would not have to pay for or provide such research, services or other products itself. The availability of soft dollars from certain broker-dealers presents SRS with significant conflicts of interest and may give incentives for SRS to disregard its obligations to Advisory Clients (including, without limitation, its best execution obligations) when directing orders. The receipt of information, products or services paid for with soft dollars is in addition to, and not in lieu of, the Management Fees and performance-based fees received by SRS and/or its affiliates, and such fees are not reduced as a consequence of the receipt of such products or services purchased with soft dollars. Funds will pay additional brokerage fees or costs when trades are “stepped-out” to broker-dealers other than the broker-dealer with whom the order is placed. SRS engages in “step-out” trades when it believes it will provide Funds with best price and execution and offer a higher degree of liquidity. The additional fees that are charged to the Funds are reflected in the “net price” a Fund pays for or receives from the transaction. Research products and services provided by broker-dealers through which client transactions are executed, settled and cleared may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, access to management and other products and services providing lawful and appropriate assistance to SRS in the performance of its investment decision-making responsibilities. Referral of Investors SRS may direct some Hedge Fund and Long-Only Fund brokerage business to broker-dealers that refer prospective Investors to the Hedge Funds and Long-Only Funds. Because such referrals, if any, are likely to benefit SRS but will provide an insignificant (if any) benefit to Investors, SRS will have a conflict of interest with the Funds when allocating brokerage business to a brokerdealer that has referred Investors to the Funds. To prevent brokerage commissions from being used to pay Investor referral fees, SRS will not allocate Fund brokerage business to a referring brokerdealer unless SRS determines in good faith that the commissions payable to such broker-dealer are reasonable in relation to those available from non-referring broker-dealers offering services of substantially equal value to the Funds. Consistent with seeking to obtain best execution, SRS employs a number of policies and procedures designed to address the conflicts identified in this section.

Directed Brokerage SRS does not recommend, request or require that any Advisory Client direct us to execute transactions through a specified broker-dealer. Trade Allocation and Aggregation SRS may at times determine that certain investments will be suitable for acquisition by an Advisory Client and by other accounts managed by SRS. If that occurs, and SRS is not able to acquire the desired aggregate amount of such investments on terms and conditions that SRS deems advisable, SRS will endeavor to allocate in good faith the limited amount of such investments acquired among the various accounts for which SRS considers the investments to be suitable. Orders will generally be allocated pro rata based on the size of the Advisory Client. However, allocations may be made on a basis other than pro rata for a number of reasons, including but not limited to: •

the current portfolio composition and relative account sizes of an Advisory Client;

•

the degree of risk involved in the investments acquired;

•

the need for cash to satisfy withdrawal requests and other Advisory Client obligations;

•

tax considerations;

•

the need to bring an Advisory Client in compliance with its investment guidelines;

•

restrictions by virtue of federal or state laws and/or internal risk policies;

•

cash balances, liquidity, leverage, and other operational factors;

•

regulatory restrictions; and

•

such other factors that the Firm deems appropriate under the circumstances.

The Special Opportunities Fund generally holds concentrated positions across a limited number of securities, some of which are also held in the Hedge Funds’ and Long-Only Funds’ accounts. As such, due to the differing investment policies and strategies of the various client accounts involved, the Special Opportunities Fund may buy/sell these securities at different quantities and prices than the Hedge Funds and Long-Only Funds. SRS may aggregate purchase and sale orders of investments held by a Fund with similar orders being made simultaneously for other accounts or entities if, in SRS’s reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to the Fund based on an evaluation that the Fund will be benefited by relatively better purchase or sale prices, lower commission expenses or beneficial timing of transactions, or a combination of these and other factors. In many instances, the purchase or sale of investments for a Fund will be effected simultaneously with the purchase or sale of like investments for other accounts or entities. Such transactions may be made at slightly different prices, due to the volume of investments purchased

or sold. In such event, the average price of all investments purchased or sold in such transactions may be determined, at SRS’s sole discretion, and a Fund may be charged or credited, as the case may be, with the average transaction price. Trade Errors SRS has internal controls in place to seek to prevent trade errors from occurring. On those occasions when such an error nonetheless occurs, SRS will use reasonable efforts to correct the error. If the error cannot be corrected, SRS does not intend to make any adjustment, regardless of whether the error works to the benefit or detriment of the Fund, unless the error was due to SRS’ fraud, gross negligence, or willful misconduct. SRS will endeavor to maintain a record of each trade error, including information about the trade and how such error was corrected or attempted to be corrected.

SRS does not presently maintain any arrangements pursuant to which it compensates third parties for Advisory Client referrals; however, SRS may enter into such arrangements in the future. Such arrangements will be made in compliance with Rule 206(4)-1(b) under the Advisers Act, as well as relevant SEC guidance.

SRS has no legal or disciplinary events to report that would be material to an Advisory Client’s or prospective Advisory Client’s evaluation of its advisory business or the integrity of its management.

Fund portfolios are under continuous review by the Principal. The Principal reviews, at least on a weekly basis, each Fund’s portfolio to ensure conformity with the Fund’s investment objectives and guidelines. The Chief Financial Officer is responsible for all financial reporting and performance analysis, the results of which are reviewed by the Principal. For the pertinent Fund, each Investor will receive annual financial statements that have been audited by an independent certified public accounting firm. Investors in domestic Funds will receive a copy of their Schedule K-1. Investors in the Hedge Funds and Special Opportunities Funds will also receive monthly unaudited performance reports.

SRS and certain affiliates are deemed to have custody of Fund assets, by virtue of their status as investment manager or general partner of certain of the Funds, which gives them the ability to obtain client funds or securities. Investors do not receive account statements from the custodian; rather, as noted below, the Funds are subject to an annual audit and the audited financial statements are distributed to each Investor. SRS is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). SRS is not required, however, to comply (or we are deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because we comply with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund i) be subject to an audit at least annually, in accordance with U.S. Generally Accepted Accounting Principles, by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and ii) distribute its audited financial statements to all Investors within 120 days of the end of its fiscal year. Investors should carefully review the audited financial statements upon receipt.

Subject to the policies and controls of the pertinent Fund board of directors or general partner, SRS has discretionary authority to manage securities accounts on behalf of the Funds, including purchase and sale decisions, similar investment decisions and selection of broker-dealers for the execution of transactions. Each Fund’s investment strategy is set forth in detail in the Fund’s CPPM or other offering materials. Investors do not have the ability to impose limitations on SRS’s discretionary authority.

SRS understands and appreciates the importance of proxy voting. To the extent SRS has discretion to vote proxies on behalf of Advisory Clients, SRS will vote any such proxies in the best interests of the pertinent Advisory Client, taking into account its investment strategy, and in accordance with SRS’s Proxy Voting Policy which describes SRS’s procedures regarding recordkeeping, review, and handling of potential conflicts of interest. SRS seeks to vote all proxies it receives and generally votes proxies in accordance with a set of guidelines that are intended to be supportive of company management. Proxies will be reviewed, discussed and decided by the Chief Compliance Officer and the relevant investment personnel that covers such security. In certain circumstances the relevant investment professional may seek to vote a proxy in a manner different than those indicated by the guidelines described above, though still in the best interests of the pertinent Advisory Client. SRS at times may determine that refraining from voting a proxy is in an Advisory Client’s best interest, such as when the Firm’s analysis of a particular proxy indicates that the cost of voting the proxy may exceed the expected benefit to the Advisory Client. Prior to voting any proxies, the Chief Compliance Officer will determine if there are any conflicts of interest related to the proxy in question. If a conflict is identified, the Chief Compliance Officer will then make a determination as to whether the conflict is material or not. If no material conflict is identified pursuant to SRS’s set procedures, the Chief Compliance Officer will make a decision on how to vote the proxy in question. If it is determined, however, that a conflict of interest is material, one or more methods may be used to resolve the conflict, including (i) disclosing the conflict to the Advisory Client and obtaining its consent before voting, (ii) engaging a third party to recommend a vote with respect to the proxy or (iii) such other method as is deemed appropriate under the circumstances. Any proxies actually received by SRS will be provided to the Chief Compliance Officer. The Chief Compliance Officer will ensure delivery of the proxy, in accordance with instructions related to such proxy, in a timely and appropriate manner. Clients may request a copy of SRS’s proxy voting policy and procedures, as well as applicable proxy voting records, by contacting the Chief Compliance Officer at 212-520-7900 or by email at compliance@srsfund.com. Class Actions SRS will evaluate the necessity to participate in shareholder class action litigation and similar matters, consistent with its fiduciary duty. SRS will not participate in class action litigation unless SRS determines it would be in the best interest of its Advisory Clients. SRS also engages a third party to assist in identifying and processing class action litigation. This third party is compensated on a contingency basis whereby they will receive a percent of any recovery obtained. The Funds will bear the cost, (i.e., receive a reduced amount of any class action proceeds), if any such third party is used for class action recovery services. SRS would credit any class action settlements received for a Fund to that Fund at time of receipt.

SRS is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to its Advisory Clients and has not been the subject of a bankruptcy petition at any time during the past ten years.