Starboard Value LP

Starboard Value LP, a Delaware limited partnership (the “Adviser”), provides discretionary investment management services to private investment funds and offshore investment funds that are offered to investors on a private placement basis (each a “Fund” and collectively, the “Funds”). In addition, the Adviser serves as the investment adviser with discretionary trading authority and also provides discretionary investment advisory services to separately managed accounts (the “Managed Accounts”). As used herein, the term “client” generally refers to each Fund and each beneficial owner of a Managed Account. The Adviser also provides non-discretionary investment advisory services to an affiliated business (the “Advisory Client”). The business of the Adviser is controlled by its principals Jeffrey Smith and Peter Feld (collectively, the “Principals”). The Funds include (1) Starboard Value and Opportunity Fund LP, a Delaware limited partnership (the “Value and Opportunity Domestic Fund”), (2) Starboard Value and Opportunity Fund Ltd, a Cayman Islands exempted company (the “Value and Opportunity Offshore Fund”, together with the Value and Opportunity Domestic Fund, the “Value and Opportunity Feeder Funds”), (3) Starboard X Fund LP, a Delaware limited partnership (“X Domestic Fund”), (4) Starboard X Offshore Fund Ltd, a Cayman Islands exempted company (the “X Offshore Fund”), and (5) Starboard X Cayman Fund LP, a Cayman Islands exempted limited partnership (the “X Cayman Fund” and together with the X Offshore Fund and the X Domestic Fund, the “X Feeder Funds”). The Value and Opportunity Domestic Fund directly invests substantially all of its assets through a “master feeder” structure in Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (the “Value and Opportunity Master Fund”). The Value and Opportunity Offshore Fund indirectly invests substantially all of its assets through Starboard Intermediate Fund, L.P., a Cayman Islands exempted limited partnership (the “Value and Opportunity Intermediate Fund”, collectively with the Value and Opportunity Feeder Funds and the Value and Opportunity Master Fund, the “Value and Opportunity Funds”), into the Value and Opportunity Master Fund. Generally, the Value and Opportunity Feeder Funds expect to pursue their investment programs through the Value and Opportunity Master Fund, although they currently pursue and may in the future pursue them indirectly by investing in other funds (the “Portfolio Funds”), the managers of which (the “Portfolio Managers”) may be affiliates of the Investment Manager (any such affiliated Portfolio Managers, the “Affiliated Portfolio Managers,” and any Portfolio Funds managed by such Affiliated Portfolio Managers, the “Affiliated Portfolio Funds”). The X Domestic Fund invests substantially all of its assets through a “master feeder” structure in Starboard X Master Fund Ltd, a Cayman Islands exempted company (the “X Master Fund”). The X Offshore Fund and X Cayman Fund indirectly invest all of their assets through Starboard X Intermediate Fund LP, a Cayman Islands exempted limited partnership (the “X Intermediate Fund”, collectively with the X Feeder Funds and the X Master Fund, the “X Funds”), into the X Master Fund. Generally, the X Feeder Funds expect to pursue their investment programs through the X Master Fund, although they currently pursue and may in the future pursue them indirectly by investing in other Portfolio Funds or Affiliated Portfolio Funds. The Adviser serves as the investment manager with discretionary trading authority to the Funds. Starboard Value A LP, a Delaware limited partnership affiliated with the Adviser (the “Fund General Partner”), serves as the general partner

of the Value and Opportunity Domestic Fund, and the Value and Opportunity Intermediate Fund. The Fund General Partner is also a special limited partner of the X Domestic Fund, X Cayman Fund and the X Intermediate Fund, and assists the X Fund General Partner (as defined below) in evaluating the investment program and investment strategies of the X Domestic Fund, X Cayman Fund and the X Intermediate Fund. Starboard Value R LP, a Delaware limited partnership affiliated with the Adviser (the “X Fund General Partner”) serves as the general partner of the X Domestic Fund, X Cayman Fund and the X Intermediate Fund. The X Fund General Partner is also a special limited partner of the Value and Opportunity Domestic Fund and the Value and Opportunity Intermediate Fund, and assists the Fund General Partner in evaluating the investment program and investment strategies of the Value and Opportunity Domestic Fund and the Value and Opportunity Intermediate Fund. Interests in the Funds are not registered under the Securities Act of 1933 (the “Securities Act”), as amended, and the Funds are not registered under the Investment Company Act of 1940 (the “Company Act”). Accordingly, interests in the Funds are offered exclusively to investors satisfying the applicable eligibility and suitability requirements either in private placement transactions within the United States (“U.S.”) or in offshore transactions. The general partner of the Adviser is Starboard Value GP LLC, a Delaware limited liability company (the “Adviser General Partner”). The principal owner of the Adviser is Starboard Principal Co LP, a Delaware limited partnership (the “Principal Co”). The Principal Co wholly owns the equity interest in the Adviser and the Adviser General Partner. The owners of the Principal Co are the Principals. The Principals comprise the Operating Committee of the Adviser General Partner. Mr. Smith serves as Chief Executive Officer and Chief Investment Officer of the Adviser and Adviser General Partner and Mr. Feld serves as Portfolio Manager of the Adviser and Adviser General Partner. The business decisions for the Advisory Business (as defined below) are made by the Principals and investment decisions are made by the Investment Committee, which is comprised of the Principals and Gavin Molinelli. Mr. Molinelli serves as Senior Partner and Portfolio Manager of the Adviser. The Fund General Partner, the X Fund General Partner and the Adviser are collectively referred to herein as the “Firm” or the “Adviser”, unless specifically distinguished herein. This Brochure generally includes information about the Adviser and its relationships with its clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The descriptions set forth in this Brochure of specific advisory services that the Adviser offers to clients, and investment strategies pursued and investments made by the Adviser on behalf of its clients, should not be understood to limit in any way the Adviser’s investment activities. The Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Adviser considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies the Adviser pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved.

The Adviser’s investment decisions and advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as set forth in its offering documents. Similarly, the Adviser’s investment decisions and advice with respect to each Managed Account are subject to each client’s investment objectives and guidelines, as set forth in the client’s investment management agreement or operating agreement, as applicable, as well as any written instructions provided by the client to the Adviser. The Adviser has full discretionary authority with respect to investment decisions and its advice with respect to the Funds and Managed Accounts is made in accordance with the investment objectives and guidelines as set forth in the Funds’ respective offering memoranda or client’s investment management agreement or operating agreement, as applicable. The Adviser does not exercise discretionary authority with respect to investment decisions undertaken by the Advisory Client. The clients will invest primarily, although not exclusively, in the public and private securities of U.S. public companies that the Adviser believes are deeply undervalued by the marketplace and likely to experience a significant appreciation in value as a result of operational improvements, a change in ownership, corporate direction or management, or improved corporate governance (also see Item 8 for a further description of the investment strategies of the clients). The Adviser, from time to time, enters into agreements, such as side letters, with certain underlying investors of the Funds that, in each case, provide for terms of investment that are more favorable than the terms provided to other underlying investors of the Funds. Such special or more favorable rights may include (i) different or more favorable redemption rights (which generally will be no more frequent than quarterly); (ii) greater information than may be provided to other investors; (iii) different fee or incentive compensation terms; (iv) more favorable transfer rights; (v) certain other rights that a particular investor may require due to the laws, rules, regulations or policies applicable to such investor; (vi) confidentiality and investor-specific disclosure requirements; and (vii) various other rights. As of December 31, 2025, the Adviser’s net assets under management were approximately $8.152 billion, including the net asset value of existing investments, binding capital commitments, and non-binding capital commitments subject to opt-out.

The fees applicable to each client are set forth in detail in each Fund’s offering documents. The fees applicable to each Managed Account are set forth in detail in each Managed Account’s investment management agreement or operating agreement, as applicable. A brief summary of such fees is provided below.

The Funds Value and Opportunity Funds Generally, the Value and Opportunity Funds pay the Adviser a fee for investment management services (the “V&O Management Fee”), calculated monthly in arrears and payable quarterly (prorated for partial periods) in arrears, up to 0.1666% per month (2.0% on an annualized basis) of the ending capital account balances of each investor for each month during such calendar quarter calculated prior to reduction for any accrued Incentive Allocation. The V&O Management Fee will be prorated for any capital contribution or withdrawal by an investor that is effective other than as of the first day of a month or quarter, respectively. In the sole discretion of the Adviser or the Fund General Partner, as applicable, the V&O Management Fee may be waived, reduced or otherwise modified with respect to any investor. Generally, at the end of each fiscal year of each Fund, the Fund General Partner is entitled to an incentive allocation (the “Incentive Allocation”) in an amount up to 20% of any realized and unrealized net capital appreciation for such fiscal year allocated to the capital account of each investor, after reduction for the V&O Management Fee and Fund expenses debited to such investor’s capital account for such fiscal year, subject to a loss carryforward mechanism. In the event that a Fund is terminated or an investor withdraws other than at the end of a fiscal year, then for purposes of determining the Incentive Allocation, net capital appreciation will be determined as if such dates were the end of the fiscal year, subject to certain adjustments. In the sole discretion of the Adviser, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain investors. X Funds The X Funds offer two classes of shares, each of which is subject to different management fees and incentive compensation, as set forth below. Generally, the X Funds pay the Adviser a fee for investment management services (the “X Fund Management Fee”), calculated monthly in arrears and payable quarterly (prorated for partial periods) in arrears, at the Management Fee Rate set forth below of the ending capital account balances of each investor for each month during such calendar quarter. Class

Management Fee Rate

Class R

up to 0.145833% per month (1.75% on an annualized basis)

Class A

up to 0.1666% per month (2.0% on an annualized basis)

The X Fund Management Fee will be prorated for any capital contribution or withdrawal by an investor that is effective other than as of the first day of a month or quarter, respectively. For Class R, generally at the end of each fiscal year of each Fund, the X Fund General Partner is entitled to an incentive allocation (the “X Fund Incentive Allocation”) in an amount up to 25% of the outperformance of a benchmark specified in the X Fund’s governing documents, subject to a loss carryforward mechanism. Investors in the X Fund should review detailed disclosures in the governing documents of the X Fund for more information regarding the calculation methodology of the X Fund Incentive Allocation. For Class A, generally, at the end of each fiscal year of each Fund, the Fund General Partner is entitled to an incentive allocation (the “Incentive Allocation”) in an amount up to 20% of any realized and unrealized net capital appreciation for such fiscal year allocated to the capital account of each investor, after reduction for the X Fund Class A Management Fee and Fund expenses debited to such investor’s capital account for such fiscal year, subject to a loss carryforward mechanism. In the event that a Fund is terminated, or an investor withdraws other than at the end of a fiscal year, then the Incentive Allocation will be determined through the date of termination or withdrawal as if such dates were the end of the fiscal year, subject to certain adjustments. In the sole discretion of the Adviser or the X Fund General Partner, as applicable, the X Fund Management Fee or the X Fund Incentive Allocation may be waived, reduced or calculated differently with respect to any investor, and certain share classes bear different fees as detailed in the governing documents for the X Fund. Managed Accounts All fees for Managed Accounts are subject to negotiation and established pursuant to each Managed Account’s investment management agreement or operating agreement, as applicable. Generally, the investment management agreements are terminable upon receipt by either party from the other with prior written notice of termination and after the expiration of the specified notice period. Generally, the Managed Accounts pay the Adviser a Management Fee, calculated monthly in arrears and payable either monthly or quarterly (prorated for partial periods) in arrears, of up to 1.35% on an annualized basis of the ending net asset value of the Managed Account for each month during such calendar quarter. The Management Fee will be prorated for partial periods. Certain Managed Accounts are charged no, or differently calculated, management fees. Generally, at the end of each calendar year, with respect to certain Managed Accounts, the Adviser is entitled to a performance-based fee (collectively with the Incentive Allocations, “Performance Compensation”) in an amount up to 30% of any net realized and unrealized appreciation in the net asset value of each Managed Account, subject to certain adjustments and subject to a loss carryforward mechanism. Certain Managed Accounts are charged no or differently calculated performance-based fees.

With respect to certain Managed Accounts, the Adviser may receive up to 12.5% Carried Interest of the proceeds of investments realized by the Managed Account, which is calculated on the basis of the realized proceeds, reduced by the costs and expenses related to the investment (including the Adviser’s Management Fee), subject to certain limitations (and for certain Managed Accounts, performance requirements) as set forth in the relevant agreement. Fees and compensation paid to the Adviser or its affiliates by the Funds or Managed Accounts are generally deducted from the assets of such clients. Except as discussed above, Management Fees are generally deducted on a quarterly basis and Performance Compensation is generally deducted on an annual basis. The Adviser does not collect fees in exchange for the investment management services provided to the Advisory Client; however, certain expenses are borne by the Advisory Client. Each of the Adviser’s clients generally bears its own costs and expenses as set forth in the applicable client's investment management agreement, governing documents or offering memorandum. Such expenses include, but are not limited to, the Management Fee, Performance Compensation, fees payable to the administrator, investment expenses (e.g., expenses that the Adviser or its affiliates reasonably determine to be related to the investment of each client’s assets, such as brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees and interest expenses, and expenses associated with shareholder activism (such as public relations, advisory and proxy solicitation expenses)); the cost of computer hardware and software and market data to the extent used for portfolio management, risk management or research relating to the investments and prospective investments of the clients (and to the extent not paid for with “soft dollars”); legal and compliance expenses (including, without limitation, the fees and expenses of external attorneys but only to the extent that such cost is attributable to work performed for the benefit of such clients); professional fees payable to persons other than the Adviser (including, without limitation, expenses of consultants, experts and members of any investment group with which the clients are investing, including nominees of the boards of portfolio companies and expenses related to the indemnification of such nominees) relating to investments; investment-related travel expenses; accounting expenses (including the costs of accounting software packages and third party services); valuation agents; auditing and tax preparation expenses; costs of printing and mailing reports and notices; taxes (and related professional advice thereon); insurance expenses (including, without limitation, premiums and expenses relates to directors' and officers' insurance policies); corporate licensing; regulatory expenses and the costs of preparing and filing required regulatory filings related to clients; expenses related to a client's indemnification obligations; costs and expenses incurred in connection with any meeting of the shareholders relating to a client (as applicable); expenses incurred in connection with the organization of a client and the offering and sale of client interests or shares; fees and expenses of the client’s directors and officers (including any AML officers), if applicable; and other similar expenses related to the clients; and extraordinary expenses. In addition, to the extent the Adviser utilizes an SPV to make investments, each SPV will bear its own organizational and operating expenses and, as a result, the clients participating in such investment will indirectly bear these expenses. Compensation paid to third parties (including for consulting services) that qualifies as an investment expense may be fixed, variable or calculated on the basis of a percentage of the increase

in the value of a client’s assets (after accounting for all expenses paid by such client and any compensation paid to the Adviser) that results from the investment that the expense relates to, or as otherwise mutually agreed. Such compensation will, in all cases, be borne by such client. The Management Fee for certain clients will be reduced (but not below zero) by the amount of any transaction, monitoring, deal or advisory fees or similar remuneration paid to the Adviser or its employees or partners in connection with clients’ investments. Certain of the Adviser’s determinations with respect to whether specific expenses should be borne by the Adviser or by clients require subjective judgments. The Adviser has a conflict of interest when making such judgments because the Adviser will bear the costs of any expenses not allocated to a client. The Adviser seeks to allocate expenses in a manner that it deems to be fair and equitable.

The descriptions set forth in this Brochure of specific advisory services that the Adviser offers to the clients, and investment strategies pursued and investments made by the Adviser on behalf of the clients, should not be understood to limit in any way the Adviser’s investment activities. The Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Adviser considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies the Adviser pursues is speculative and entails substantial risks. Clients should be prepared to bear a

substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. The clients seek investment opportunities (i) that the Adviser believes trade at a significant discount to intrinsic value (“Value”), (ii) for which the Adviser can develop a defined plan to unlock value (“Plan”), and (iii) for which the Adviser believes there is a clear path to implementation of the Plan (“Path”). The Adviser’s investment strategy with respect to the clients focuses primarily, although not exclusively, on investing in the public and private securities of U.S. public companies that the Adviser believes are deeply undervalued by the marketplace and likely to experience a significant appreciation in value as a result of operational improvements or a change in ownership, corporate direction or management or improved corporate governance. In pursuing this goal, the Adviser will utilize its information network in an effort to develop in-depth knowledge of the company and the relevant industry. The Adviser will typically conduct a thorough analysis of management, the capital structure and any corporate governance related issues, valuing the company using a traditional, fundamental, value-based approach and generally targeting issuers that are perceived by the Adviser to be valued at significant discount to intrinsic value based on this valuation framework. The Adviser will then integrate its research into the investment thesis and develop a Plan. The clients seek to be the catalyst for the creation of Value with respect to each investment through the formation and implementation of a Plan, which is generally focused on improving the target company’s cash flow in the near to medium term. The Plan may include, but is not limited to, improving revenue growth, improving margins, restructuring the board or senior management, or refocusing assets from one business line to another. The Adviser’s preferred Path to implementation of the Plan is typically to work constructively with the issuer’s management and board of directors, to design an alternate strategic plan and assist them in its execution. If constructive dialogue with management cannot be established, or if management refuses to take necessary action, the Adviser is generally prepared to move more forcefully, including by securing the appointment of persons selected by the Adviser to the company’s management team or board of directors and may also, either alone or as part of a group, initiate shareholder actions seeking to maximize value. The Adviser continually evaluates each element of the Value, Plan and Path of each investment in order to test its investment thesis and seeks to reduce or exit positions in which it believes there is no longer a clear Plan or Path to achieve Value. Additionally, the Adviser or its affiliates may also identify companies that it believes would benefit from strategic relationships with the Adviser or its affiliates through financing or similar transactions. Investments in the Funds and Managed Accounts entail a number of risks. There can be no assurance that the investment programs of the clients will prove successful, and certain investment practices can, in some circumstances, potentially increase any adverse impact on the clients’ investment portfolios. The Adviser’s risk management approach seeks to isolate and mitigate, not eliminate, risk and there may be certain risks that the Adviser determines should not or cannot be hedged against. Accordingly, the Adviser’s activities could result in substantial losses under certain circumstances. Investing in securities involves risk of loss that investors should be prepared to bear.

The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Funds and Managed Accounts advised by the Adviser. These risk factors include only those risks the Adviser believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Adviser. The Clients’ Investment Strategy. The success of the clients’ investment strategy may require, among other things: (i) that the Firm properly identify portfolio companies whose securities prices can be improved through corporate and/or strategic action; (ii) that the clients acquire sufficient securities of such portfolio companies at a sufficiently attractive price; (iii) that the clients avoid triggering anti-takeover and regulatory obstacles while aggregating their positions; (iv) that management of portfolio companies and other security holders respond positively to the Firm’s proposals; and (v) that the market price of a portfolio company’s securities increases in response to any actions taken by portfolio companies. There can be no assurance that any of the foregoing will succeed. Successful execution of an investment strategy may depend on the cooperation of security holders and others with an interest in the portfolio company. Some security holders may have interests which diverge significantly from those of the clients and some of those parties may be indifferent to the proposed changes. Moreover, securities that the Firm believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Firm anticipates, even if the clients’ strategy is successfully implemented. Even if the prices for a portfolio company’s securities have increased, there is no assurance that the clients will be able to realize any increase in the price of such securities. Uncertainty of Financial Models and Projections. The Adviser may use financial models and projections to help analyze a potential investment or other transactions. Modeled and projected operating results will often be based on management judgements, with adjustments to such models and projections made by the Adviser in its discretion. Proxy Contests and Unfriendly Transactions. The clients may purchase securities of a company that is the subject of a proxy contest or the Adviser and the clients may engage in a proxy contest in the expectation that new members of the board of directors and/or new management will be able to improve the company’s performance or effect a sale or liquidation of its assets or other strategic transaction so that the price of the company’s securities will increase. If the incumbent management or board of the company is not defeated or if the new board or management is unable to improve the company’s performance or sell or liquidate the company or implement a new strategy the market price of the company’s securities will typically fall, which may cause the clients to suffer a loss. In addition, where an acquisition or restructuring transaction or proxy fight is opposed by the subject company, this may result in litigation. Such litigation involves substantial uncertainties and may impose substantial cost and expense on the company participating in the transaction. Investment and Trading Risks. All investments in securities and other financial instruments risk the loss of invested capital. The clients’ investment program will utilize certain investment techniques such as futures, forward contracts, options, swaps, short sales and leverage which can, in certain circumstances, increase the adverse impact to which the clients may be subject. No

guarantee or representation is made that the clients’ programs will be successful, and investment results may vary substantially over time. Timing and Realization of Investments. There could be an incentive for the Adviser to cause clients to hold securities for longer than three years in order for the Adviser to be taxed at “longterm capital gain” tax rates with respect to related income attributable to its Performance Compensation, although long-term capital gains treatment does not generally have relevance to the clients. This dichotomy creates a potential conflict between the interests of the Adviser, on the one hand, and the interests of the clients, on the other hand. Inside Information. From time to time the Adviser or its affiliates, or members of a group of investors or investment managers with whom the Adviser is acting, may work with the management team of a company in which the clients have invested or propose to invest in order to design an alternate strategic plan and assist them in its execution, and may secure the appointment of persons selected by the Adviser or other members of the group to the company’s management team or board of directors. In the course of such activities, the Adviser may come into possession of material, non-public information concerning such company, and the possession of such information may limit the ability of the Adviser or its affiliates to cause the clients to buy or sell the securities issued by such company. Therefore, the clients may be required to refrain from buying or selling such securities at times when the Adviser or its affiliates might otherwise wish to cause the clients to buy or sell such securities. Such restrictions might apply with respect to the issuer(s) with respect to which the Adviser receives such material non-public information, or other issuers. If such restrictions or limitations apply to securities in which the clients have an existing investment, then the clients may be prevented from exiting or reducing its investment in that position at the desired time, giving rise to substantial investment losses, which losses, in the case of a security in which the clients have a short position, are, theoretically, unlimited. Effect of Investor Withdrawals or Redemptions on the Firm’s Ability to Influence Corporate Change. From time to time the Firm may seek to cause the clients to acquire enough of a company’s shares or other equity to enable the Firm, either alone or together with the members of any group with which the Firm is acting, to influence the company to take certain actions, with the intent that such actions will maximize shareholder value. If investors request withdrawals or redemptions representing a substantial portion of a client’s assets during any period when the Firm (or members of any such group) are seeking to influence any such corporate changes, the Firm may be compelled to sell some or all of the such client’s holdings of the shares or other equity issued by such company in order to fund such investor withdrawal or redemption requests. This may adversely impact, or even eliminate, the Firm’s (or the group’s) ability to influence such changes and, thus, to influence shareholder value, possibly resulting in losses to the clients. Risks Associated with Investments in Restructured Companies. The clients may invest in securities of companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant returns to the clients, they involve a substantial degree of risk. Any one or all of the issuers of the securities in which the clients invest may not show any return for a considerable period of time, if ever. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance

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The Adviser generally provides investment advice to Funds and Managed Accounts, and its Advisory Client, as described above. Beneficial owners of Managed Accounts include pension funds, government entities and other sophisticated institutional investors.

The Adviser and its affiliates accept performance-based fees or allocations from certain clients. However, as described above, Performance Compensation is not accepted from all clients. The variation of Performance Compensation structures among the Adviser’s clients creates an incentive for the Adviser to direct the best investment ideas to, or to allocate or sequence trades in favor of, clients that pay or allocate Performance Compensation. The Adviser is committed to allocating investment opportunities on a fair and equitable basis and has established policies and procedures to address the conflicts of interest described above, including the allocation policies described in Item 11.

The Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. The Adviser and its management persons are not registered as, and do not have any application to register as, a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities.

In seeking to meet its fiduciary obligations to its clients, the Adviser has adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles that all employees are

expected to uphold: employees must at all times place the interests of clients first; all personal securities transactions must be conducted in a manner consistent with the Code and the Adviser (and its employees) must identify and mitigate conflicts of interest; employees must not take any inappropriate advantage of their positions; information concerning the identity of securities and financial circumstances of clients, including the Funds’ investors, must be kept confidential; and independence in the investment decision-making process must be maintained at all times. Clients may request a copy of the Code by contacting the Adviser at the address or telephone number listed on the first page of this document. From time to time, the Adviser or its affiliates may determine that it is in the best interest of the clients to transfer to, or acquire from, another client of the Adviser or from the Adviser or its affiliates securities owned by such client or the Adviser or its affiliates. For example, the portfolios of the clients may be rebalanced by the Adviser or its affiliates if a client receives additional capital and another client of the Adviser, having a similar investment program and being managed generally on a pari passu basis, does not. The Adviser or its affiliates, under such circumstances, may determine that it is appropriate for a client to acquire securities from such other client or the Adviser or its affiliates. Such acquisition may constitute a principal transaction under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser or its affiliates may select one or more persons or entities that are not affiliates of the Adviser to serve on an independent committee, the purpose of which will be to consider and, on behalf of the investors of the clients, approve or disapprove, to the extent required by law or deemed advisable by the Adviser, principal and certain other related-party transactions and certain other transactions and matters involving potential conflicts of interest. The clients may, to the extent permitted by applicable law, engage in transactions with the Adviser or its affiliates. The Code places restrictions on personal trades by the Adviser’s employees or other related persons (each, an “Employee”), including that they disclose their personal securities holdings and transactions to the Adviser on a periodic basis, and requires that Employees pre-clear certain types of personal securities transactions. Generally, and subject to certain exceptions, the Employees may not engage in personal trading of securities that are being purchased or sold by the Adviser for its clients. However, Employees may purchase and sell treasury securities, shares of money market funds and shares of open-end mutual funds and exchange traded funds not advised by the Adviser or its affiliates and certain other instruments and some clients may invest in the same or similar instruments. The Adviser has established policies and procedures to identify and mitigate conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on Employee personal trading in the Code, as described above, and regular monitoring of Employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as client trades. Certain clients have investment programs that are similar to or overlap and therefore have, and will continue to, from time to time, participate with each other in investments. If the Adviser

determines that it would be in the best interests of its clients to participate in an investment opportunity, the Adviser will seek to execute orders for all of the participating clients, on an equitable basis, taking into account, without limitation, such factors as the suitability for each client, perceived volatility of such opportunities, the relative amounts of capital available for new investments, the liquidity of the position relative to the needs of the particular account, the transaction costs involved, other investment guidelines and limitations established by the client, the judgment and discretion of the Adviser and applicable tax and regulatory considerations. Such considerations, at times, result in allocations among the clients and one or more other clients of the Adviser or its affiliates on other than a pari passu basis. Notwithstanding the foregoing, the Adviser and its affiliates are not obligated to allocate to the clients all potential transactions for which they might be eligible pursuant to their respective investment guidelines and procedures. Depending on the circumstances, the Adviser or its affiliates may allocate certain transactions on a disproportionate basis among its clients and/or may allocate all of certain other transactions to other clients, including funds in which one or more of the members of the management team of the Adviser or its affiliates may have an interest. The Adviser and its affiliates also provide investment management services to other clients, including managed accounts, single investor funds and collective investment vehicles, which coinvest with the Funds or make parallel investments in all or a portion of the Funds’ investments. The Adviser and its affiliates may give advice, and recommend securities, to certain clients that differs from advice given to, or securities recommended or bought for, other clients, even though such other clients’ investment programs may be the same or similar. Co-investment opportunities are, in the Adviser's sole discretion, also made available to investors in the Funds, the beneficial owners of Managed Accounts, or other third parties, either through managed accounts, entities or private investment funds formed to make such investments. The Adviser identifies suitable co-investors in its discretion, determines how much of a particular investment opportunity or a particular series, category or type of investment opportunity should be allocated to such co-investors, and negotiates any fee, incentive allocation or other amounts payable to the Adviser or other entities by co-investors; and clients have no interest in any amounts so payable by co-investors. Furthermore, the Adviser and its affiliates may earn asset-based fees or performance-based fees or allocations (which may or may not be different than the fees or compensation received from clients) in respect of such co-investments. Certain co-investors are entitled to certain information, consent or other rights not generally available to clients. The Adviser has no obligation to offer any such co-investment opportunities to any investor in a Fund or any beneficial owner of a Managed Account. The Adviser seeks to fairly allocate expenses among its clients and any co-investors. Generally, clients and co-investors that own an investment will bear their portion of expenses related to such investment during their respective periods of investment in the applicable investment. Depending upon the circumstances surrounding the applicable investment (including the timing of the investment) and the financial and other terms governing the relationship of the co-investor to the clients with respect to the investment, co-investors may not bear a proportionate share of all expenses incurred during the entire period a particular investment is owned by any client. In addition, where a potential investment is contemplated but ultimately not consummated, potential

co-investors generally will not share in any expenses related to such potential investment, including expenses borne by any client with respect to such potential investment. In addition, the Adviser or its affiliates at times cause clients, either alone or together with other members of a group, to acquire a “control” position in the securities of a company in which the client is invested and may secure the appointment of persons selected by the Adviser or other members of the group to the company’s management team or board of directors. In so doing, the Firm may acquire fiduciary duties to the company and to its other shareholders. These fiduciary duties may compel the Firm to take actions that, while in the best interest of the company and/or its shareholders, may not be in the best interests of clients. Accordingly, the Firm may have a conflict of interest between the fiduciary duties (if any) that it owes to such companies and their shareholders, on the one hand, and those that it owes to its clients, on the other.

The Adviser will be responsible for, among other things, the placement of any securities transactions entered into by the Funds, Managed Accounts, and the Advisory Client, and for the negotiation of any commissions paid on such transactions. Such securities normally will be purchased through brokers on securities exchanges or directly from the issuer or from an underwriter or market maker for the securities. Purchases of portfolio securities through brokers involve a commission to the broker, and purchases from dealers serving as market makers include the spread between the bid and the asked price. The Adviser will seek to obtain the best execution for its clients, taking into account such factors as price (including the applicable dealer spread or commission, if any), size of order, the ability to effect prompt and reliable executions at favorable prices, the operational efficiency with which transactions are effected, the firm’s risk in positioning a block of securities, the Adviser’s comfort with the broker’s confidentiality practices, the financial strength, integrity and stability of the broker and the quality, comprehensiveness and frequency of any available research services considered to be of value, execution capability and responsiveness. The Adviser has, and expects in the future to, execute a portion of the securities trades entered into by the clients by or through one or more customer brokerage accounts maintained by the clients with certain clearing brokers (the “Clearing Brokers”) pursuant to the terms of one or more clearing agreements with the Adviser under which the Adviser allocates to the Clearing Brokers a portion of the brokerage commissions they charge the clients. Floor brokers selected by the Adviser that execute transactions in listed securities will receive a portion of the brokerage commissions that the floor brokers charge the clients at rates negotiated by the Adviser and each floor broker. Brokerage transactions will be executed by other brokers and dealers selected by the Adviser on the basis of best execution, taking into consideration the factors described above. The Adviser does not intend to trade on behalf of the clients through Cowen and Company, LLC. The clients’ use of “soft dollars” falls within the safe harbor created by Section 28(e) of the Exchange Act, as amended. Under Section 28(e), research obtained with soft dollars generated by a client may be used by the Adviser to service accounts other than that client, including clients that

may not have paid for the soft dollar benefit. The Adviser does not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. When the Adviser uses brokerage commissions (or markups or markdowns) generated by any accounts or investment funds managed by the Adviser or its affiliates (collectively, “Accounts”) to obtain research or other products or services, the Adviser receives a benefit because it does not have to produce or pay for such products or services. While the Adviser is obligated to seek best execution for each Account, the fact that the Adviser can obtain or receive such products or services may create an incentive for it to select or recommend a particular broker-dealer based on the Adviser’s interests to the exclusion of another broker-dealer that offers business terms that are also favorable to one or more Accounts. In the last fiscal year, the Adviser used soft dollars for the purpose of obtaining research in compliance with the requirements of Section 28(e). Any research services furnished by brokers may include written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing or appraisal services, as well as discussion with research personnel. The Adviser may pay higher prices for the purchase of securities from, or accept lower prices for the sale of securities to, brokerage firms that provide it with such investment and research information or to pay higher commissions to such firms if the Adviser determines such prices or commissions are reasonable in relation to the overall services provided. Any research services provided by broker-dealers used by the clients may be utilized by the Adviser or its affiliates in connection with their respective investment services for other accounts and, likewise, any research services provided by broker-dealers used for transactions of other accounts may be utilized by the Adviser in performing its services for the clients. Clients’ securities transactions can be expected to generate a substantial amount of brokerage commissions and other compensation, all of which the clients, not the Adviser, will be obligated to pay. The Adviser will have complete discretion in deciding what brokers and dealers the clients will use and in negotiating the rates of compensation the clients will pay. In addition to using brokers as “agents” and paying commissions, the clients may buy or sell securities directly from or to dealers acting as principals at prices that include markups or markdowns, and may buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. Actual brokerage business received by any broker may be less than the suggested allocations, but can (and often does) exceed the suggestions, because total brokerage is allocated on the basis of all of the considerations described above. A broker is not excluded from receiving business because it has not been identified as providing research services. The investment information received from the clients’ brokers may be used by the Adviser in servicing all of its accounts, and not all such information need be used by the Adviser in connection with the clients. Nonetheless, the Adviser believes that such investment information provides the clients with benefits by supplementing the research otherwise available to the clients.

Neither the Adviser nor any related person receives client referrals from any broker-dealer or third party. The Adviser does not recommend, request or require that a client direct the Adviser to execute transactions through a specified broker-dealer. However, as discussed above, subject to best execution, the Adviser may consider, among other things, capital introduction and marketing assistance with respect to investors in the Funds in selecting or recommending broker-dealers for clients. The Adviser may place combined orders for more than one of its clients simultaneously with any broker and if any order is not filled at the same price, the Adviser may average the prices paid. There may be instances, such as when orders are placed with more than one broker, that make it impossible for the Adviser to average the prices paid. In these instances, the Adviser will allocate the filled orders in an equitable manner. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, the Adviser may allocate the securities traded among the different accounts on any basis that it considers equitable. In these circumstances, each account would pay, in connection with the acquisition of securities by more than one account, the average price per unit acquired, which may be higher than if it had acted alone, and it may otherwise not be able to execute an investment decision as effectively as it could have if it had acted alone. There may be corresponding potential disadvantages when more than one client account simultaneously seeks to dispose of commonly held securities and other investment positions. With respect to the Adviser’s Advisory Client, trades will be allocated to the Advisory Client in accordance with such client’s instructions. Any investments that are held by both the Advisory Client and the clients described above will be allocated in accordance with a group agreement relating to such investment. Subject to, and in certain circumstances qualified by, applicable law and the provisions of relevant governing documents, clients will be responsible for any losses resulting from trading errors and other errors, absent bad faith, fraud, willful misconduct or gross negligence. Given the volume of transactions executed on behalf of the clients, it should be assumed that trading errors (and similar errors) will occur and that the clients will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of the Adviser, its affiliates, or any of their respective members, managers, partners, directors, officers or Employees or the legal representatives of any of them. Gains from trade errors are retained by clients.

The Adviser does not receive economic benefits from non-clients for providing investment advice and other advisory services. Neither the Adviser nor any related person directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals. However, the Adviser and its affiliates currently have, and may in the future enter into additional, placement agreements with certain placement agents (the “Placement Agents”), pursuant to which the Placement Agents agree to introduce potential investors to the Funds. Certain investors investing in the Funds through placement agents are subject to different fee terms. Certain Placement Agents receive compensation for such services from the Adviser or its affiliates.

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of the Adviser’s advisory business or the integrity of the Adviser’s management.

The Adviser performs various daily, weekly, monthly, quarterly and periodic reviews of each client’s portfolio. Such reviews are conducted by the members of the Adviser’s Management Committee, portfolio managers, research analysts and/or traders. Each client’s portfolio is reviewed to ensure: (1) suitable investments are maintained in each client’s portfolio; (2) securities are within appropriate risk levels for the client; (3) an appropriate asset allocation is maintained; and (4) any additional requirements communicated by the client to the Adviser in writing are met. A review of a client account may be triggered by any unusual activity or special circumstances. Investors receive reports documenting performance as agreed to in the governing documents of the Funds or Managed Accounts (as applicable). In addition, the Adviser issues investors tax

reports (if applicable) and audited financial statements concerning the respective Funds within 120 days of the end of such client’s fiscal year.

The Adviser is deemed to have custody of client funds and securities because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from a client’s account or otherwise withdrawing funds from a client’s account. Actual custody of Funds and other client assets, however, is at a broker-dealer, bank or trust company, not at the Adviser. Account statements related to the clients are sent by qualified custodians to the Adviser. The Adviser is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each client be subject to an audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each client distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. The Adviser does not have custody of the funds and securities of certain Managed Accounts or for the Advisory Client, and is therefore not required to comply with the Custody Rule with respect to such accounts.

The Adviser or the Fund General Partner has discretionary trading authority with respect to each Fund. In addition, the Adviser serves as the investment adviser with discretionary trading authority and also provides discretionary advisory services for the Managed Accounts. The Adviser does not provide discretionary advisory services for the Advisory Client.

The Adviser’s investment decisions and advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as set forth in its offering documents. Similarly, the Adviser’s investment decisions and advice with respect to each Managed Account are subject to each client’s investment objectives and guidelines, as set forth in the client’s investment management agreement or operating agreement, as applicable, as well as any written instructions provided by the client to the Adviser. The Adviser or an affiliate of the Adviser entered into an investment management agreement, or similar agreement, with each Fund or beneficial owner of each Managed Account, pursuant to which the Adviser or an affiliate of the Adviser was granted discretionary trading authority.

In compliance with Advisers Act Rule 206(4)-6, the Adviser has adopted proxy voting policies and procedures. All decisions about how to vote a proxy will be made in accordance with the Adviser’s proxy voting policies and procedures, which are designed to take into account the best interests of the client, as determined by the Adviser in its discretion. The Adviser may take into account all relevant factors when making such determination, which are specified in the proxy voting policies and procedures. The Adviser uses independent proxy voting services to provide proxy analysis, voting recommendations and voting services. The Adviser will review each recommendation on a case by case basis and will determine how to vote in accordance with its proxy policies and procedures. On a periodic basis, the Adviser conducts due diligence on proxy voting services to confirm that their activities are consistent with the proxy voting policies and procedures. In limited circumstances, the Adviser may refrain from voting proxies (or affirmatively deciding not to vote) where the Adviser determines that not voting is in the best interests of the client. Generally, clients may not direct the Adviser’s vote in a particular solicitation. Conflicts of interest may arise between the interests of the clients on the one hand and the Adviser or its affiliates on the other hand. If the Adviser determines that it has, or may be perceived to have, a conflict of interest when voting a proxy, the Adviser will vote in accordance with its proxy voting policies and procedures. Clients may obtain a copy of the Adviser’s proxy voting policies and its proxy voting record upon request.

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