TENOR CAPITAL MANAGEMENT Co., L.P.

General Description of Advisory Firm A. Tenor Capital Management Company, L.P. Tenor Capital is a Delaware limited partnership that was established in March 2004. Tenor Capital has been registered with the SEC as the filing adviser since August 2010. Tenor Capital is ultimately controlled by our principal owner, Robin R. Shah (the “Principal Owner”). The Principal Owner has been appointed the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. B. Fund General Partner Entities Our registration also covers Tenor Opportunity Associates, LLC, a Cayman Islands limited liability company (and formerly, a Delaware limited liability company) (“Associates or the “Fund General Partner”)). The Fund General Partner is an affiliate of Tenor Capital and serves (or may serve, as applicable) as the general partner of the Funds (as defined below) that are U.S. or offshore partnerships. The Fund General Partner’s facilities and personnel are provided by Tenor Capital. The Principal Owner is the managing member of Tenor Management Associates, LLC, a Delaware limited liability company (“Tenor Associates”). Tenor Associates is the managing member of, and controls, the Fund General Partners. Assets Under Management As of December 31, 2025, Tenor Capital managed approximately $10,168,241,805 of regulatory assets under management on a discretionary basis. Advisory Services Tenor Capital provides investment management services to private pooled investment vehicles offered to investors on a private placement basis. The investment vehicles are structured as Delaware limited partnerships, Cayman Islands exempted companies limited by shares, or Cayman Islands exempted limited partnerships (each, a “Fund” and, collectively, the “Funds”). In connection with providing these investment management services, Tenor Capital has been appointed as an investment adviser with discretionary trading authorization. The Funds include: A. Continually Offered Funds  Tenor Opportunity Fund, L.P., a Delaware limited partnership (“Tenor Onshore”);  Tenor Opportunity Fund, Ltd., a Cayman Islands exempted company limited by shares (“Tenor Offshore”);  Tenor Opportunity Master Fund, Ltd., a Cayman Islands exempted company limited by shares (“Tenor Master Fund”, and, collectively with Tenor Onshore and Tenor Offshore, the “Tenor Opportunity Funds”);

 Parsoon Opportunity Fund, Ltd., a Cayman Islands exempted company limited by shares (“Parsoon Fund”);  Parsoon Special Situation Ltd., a Cayman Islands exempted company limited by shares (“Parsoon Master Fund”, and, together with Parsoon Fund, the “Parsoon Funds”); and  Tenor Special Situations Fund, LP, a Cayman Islands exempted limited partnership (“TSSF”). The Tenor Opportunity Funds, the Parsoon Funds and TSSF are referred to collectively herein as the “Continually Offered Funds”. Associates serves as the General Partner for Tenor Onshore and TSSF. B. Closed End Fund  Tenor International & Commercial Arbitration Fund A, L.P., a Delaware limited partnership (“TICAF A”). Associates serves as the General Partner for the TICAF A Fund. The term of the following funds has concluded, and remaining assets and cash was distributed to investors at the conclusion of 2025. It is anticipated that each of the aforementioned funds will receive an unqualified opinion and final audit as of December 31, 2025.  Tenor International & Commercial Arbitration Fund, L.P., a Delaware limited partnership;  Tenor International & Commercial Arbitration Offshore Fund, L.P., a Cayman Islands exempted limited partnership;  Tenor International & Commercial Arbitration Master Fund, L.P., a Cayman Islands exempted limited partnership;  Tenor International & Commercial Arbitration Fund II, L.P., a Delaware limited partnership;  Tenor International & Commercial Arbitration Offshore Fund II, L.P., a Cayman Islands exempted limited partnership;  Tenor International & Commercial Arbitration Master Fund II, L.P., a Cayman Islands exempted limited partnership;  Recompense L.P., a Cayman Islands exempted limited partnership;  Recompense Master L.P., a Cayman Islands exempted limited partnership;  Recompense II L.P., a Cayman Islands exempted limited partnership; and  Recompense Master II L.P., a Cayman Islands exempted limited partnership. Investment Strategies and Types of Investments A. Tenor Opportunity Funds Tenor Capital’s investment strategy with respect to the Tenor Opportunity Funds is to employ a variety of strategies primarily focused on credit, volatility and equity relative value. These strategies include convertible arbitrage, capital structure arbitrage, volatility and credit relative value, and special situation investment strategies. The Tenor Opportunity Funds generally invest in securities issued by entities that reside in the Americas, Europe and Asia. The securities traded by the Tenor

Opportunity Funds include, but are not limited to, listed securities, privately placed securities, overthe-counter contracts or other types of financial instruments, including bank loans, cash and derivative securities. B. Tenor Legacy Funds The Parsoon Funds and TSSF (the “Tenor Legacy Funds”) only hold certain “legacy” investments (including certain illiquid investments in international and commercial arbitration) and do not currently make new investments other than adding to existing positions or consolidating positions among funds. The Tenor Legacy Funds previously had similar investment programs to the Tenor Opportunity Funds. C. Closed End Fund The TICAF A Fund holds only a legacy investment in an international arbitration and does not make any new investments. Please see Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss below for a more detailed description of the investment strategies pursued and types of investments made by the Funds. The descriptions set forth in this brochure of specific advisory services that we offer to the Funds, and investment strategies pursued, and investments made, by us on behalf of the Funds, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this brochure, that we consider appropriate, subject to each Fund’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. The Funds 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. Tenor Capital does not currently participate in any Wrap Fee Programs.

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 generally they must be “accredited investors” as defined in Regulation D, “qualified purchasers” or “knowledgeable employees”, as defined in the Investment Company Act of 1940, as amended, 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.

The fees and compensation applicable to each Fund are set forth in detail in each Fund’s respective offering documents. A brief summary of those fees is provided below. Tenor Opportunity Funds (i) Management Fee. Generally, the Tenor Opportunity Funds pay Tenor Capital a fee for investment management services (the “Management Fee”) for each fiscal quarter at an annual rate ranging from 1.25% to 1.5% of the capital account balance or net asset value (“NAV”) of the shares, as applicable, of certain investors (depending on certain factors, including, but not limited to, the amount of investment). The Management Fee is calculated and paid in advance, and will generally be prorated for any period that is less than a full fiscal quarter. (ii) Incentive. Generally, at the end of each fiscal year of the Tenor Opportunity Funds, Associates is entitled to an incentive allocation, with respect to Tenor Onshore, and Tenor Capital is entitled to an incentive fee, with respect to Tenor Offshore (for each, the “Incentive Fee”) in an amount generally ranging between 17% to 20% (depending on certain factors including, but not limited to, investment date and amount of investment) of the net capital appreciation allocated to an investor for such fiscal year. Tenor Legacy Funds A. Parsoon Funds (i) Management Fee. The governing documents of the Parsoon Funds provide for a Management Fee payable to Tenor Capital at an annual rate of up to 1.25% of the NAV of the shares of certain investors. This Management Fee is negotiable on a case-by-case basis, at the sole discretion of Tenor Capital. As of the date of this filing, current investors in the Parsoon Funds are not subject to a Management Fee. (ii) Incentive. Generally, net proceeds of the investments of the Parsoon Funds will be distributed to the investors upon realization and Tenor Capital will be paid a carried interest percentage of up to 25%.

B. TSSF (i) Management Fee. The governing documents of TSSF provide for a Management Fee payable to Tenor Capital at an annual rate of up to 2% of the sum of (i) the NAV of an investor’s capital account and (ii) the respective values of the illiquid TSSF investments. This Management Fee is negotiable on a caseby-case basis, at the sole discretion of Tenor Capital. As of the date of this filing, current investors in TSSF are not subject to a Management Fee. (ii) Incentive. Generally, net proceeds of the investments of TSSF will be distributed to the investors upon realization and Tenor Capital will be paid a carried interest percentage of up to 25%. A. TICAF A Fund

(i) Management Fee. (ii) The TICAF A Funds are currently subject to a Management Fee for each fiscal quarter at an annual rate of 0.5%. The Management Fee is calculated and paid in advance, and will be generally prorated for any period that is less than a full fiscal quarter. Carried Interest. Generally, net proceeds of the investments of the TICAF A Funds will be distributed to the investors upon realization and Associates will be paid a carried interest percentage of 17.5%. Tenor Capital and/or Associates (“the Tenor Advisors”), as applicable, have invested, and may in the future, invest, in one or more of the Funds but will not be charged a management fee or incentive fee/allocation (and will not be subject to any “carried interest”) by the applicable Funds in which they invest. Additional Fees and Expenses The expenses attributable to each Fund are set forth in detail in each Fund’s respective offering documents. A brief summary of those expenses is provided below. A. Tenor Opportunity Funds The Tenor Opportunity Funds bear their own expenses in connection with their operation, including, without limitation, investment related expenses such as brokerage fees, expenses and commissions, expenses related to research, due diligence and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments, travel expenses, interest expenses and fees on margin accounts and other indebtedness, borrowing charges on securities sold short, fees in connection with the administration of the Tenor Opportunity Funds, custodial fees,

bank service fees, withholding and transfer fees, taxes (including, third-party audit and tax preparation expenses), clearing and settlement charges, professional fees (including, without limitation, expenses of consultants and experts) relating to investments, expenses related to the sourcing, purchase, sale or transmittal of investments, costs of providing news, data and quotation services, costs of computer equipment and software, including, without limitation, costs of software licensing, 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 reporting obligations) in connection with the activities of the Tenor Opportunity Funds or any trading vehicle, facilitate and manage the order execution of financial instruments or otherwise manage the Tenor Opportunity Funds or any trading vehicle, such as Bloomberg terminals, risk management systems, accounting systems, portfolio management systems and order management systems, costs of preparing and distributing reporting positions to risk measurement and aggregation reporting services (in each case except to the extent provided through soft dollars generated by the Tenor Opportunity Funds) and notices, legal, accounting, audit and tax expenses, expenses for tax services, fees and expenses (including, without limitation, director registration fees) of the Tenor Opportunity Funds’ directors and officers (including any anti-money laundering officer), fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Tenor Opportunity Funds or any trading vehicle, including any governmental, regulatory, licensing, filing or registration fees, the Management Fee, organizational and reorganizational expenses, expenses relating to the offer and sale of interests or shares, other similar expenses related to the Tenor Opportunity Funds and any extraordinary expenses, as determined by the board of directors (in consultation with Tenor Capital) or Associates, as applicable, in its sole discretion. B. Tenor Legacy Funds The Tenor Legacy Funds bear their own expenses in connection with their operation, including, without limitation, investment related expenses such as brokerage commissions, research expenses, travel expenses, interest on margin accounts and other indebtedness, borrowing charges on securities sold short, fees in connection with the administration of the Tenor Legacy Funds, custodial fees, bank service fees, withholding and transfer fees, taxes, clearing and settlement charges, professional fees (including, without limitation, expenses of consultants and experts) relating to investments, expenses related to the purchase, sale or transmittal of Tenor Legacy Fund investments, costs of providing news, data and quotation services, costs of computer equipment and software, including, without limitation, risk management systems, accounting systems, costs of reporting positions to risk measurement and aggregation reporting services (in each case except to the extent provided through soft dollars generated by the Tenor Legacy Funds), legal, accounting, audit and tax expenses, expenses for tax services, fees and expenses (including, without limitation, director registration fees) of the Tenor Legacy Funds’ directors and officers (including any antimoney laundering officer), licensing fees, the Management Fee, organizational expenses, expenses relating to the offer and sale of interests or shares, other similar expenses related to the Tenor Legacy Funds and any extraordinary expenses, as determined by the board of directors (in consultation with Tenor Capital) or Associates, as applicable, in its sole discretion.

C. TICAF A Fund The TICAF A Fund is responsible for all of its own expenses, including organizational and offering expenses, the Management Fee, all expenses incurred in connection with the making, holding, management, sale or proposed sale of any investment, including commitment fees, interest expense, taxes and other transactional charges, any expenses associated with proposed investments that are ultimately not made by the TICAF A Fund, consultants’ and other experts’ fees, research, legal and due diligence expense (including travel and lodging expenses) and custody expense. In addition, the TICAF A Fund pays its direct operating expenses, such as offering expenses, legal, accounting, audit and tax preparation expenses, premiums for liability insurance covering Associates, as applicable, Tenor Capital, and the members, partners, directors, officers, employees and agents of any of them and each member of the advisory board, other types of insurance covering the members, partners, directors, officers, employees and agents of Associates, or Tenor Capital, indemnification expenses for independent board members of any portfolio company selected or supported by Associates, or Tenor Capital, printing and mailing costs, market information systems and computer software expenses, fees of pricing services and financial modeling services, filing fees, regulatory and compliance costs, expenses of the advisory board and any extraordinary expenses (including indemnification or litigation expenses). Expenses incurred in connection with an investment made or a proposed investment considered in common with other investment funds and accounts managed by Tenor Capital are allocated equitably among the Funds and such other funds and accounts. Generally, such allocations are based on the actual or contemplated percentage participation of each such fund in such investment; however, another method may be used if deemed more equitable in Tenor Capital’s reasonable discretion under the specific circumstances. Periodically, the Tenor Advisors, as applicable, will allocate common Fund expenses among multiple Funds in a reasonable and fair manner over time, consistent with Fund arrangements (e.g., investment management agreements, limited partnership agreements or other organizational documents and/or disclosure documents), which reasonable basis may be based on but is not limited to the following: a Fund’s net asset value, position size, commitments, or invested capital. Where the Tenor Advisors, as applicable, determine that an expense disproportionately benefits a particular Fund, the Tenor Advisors, as applicable, may charge all or part of the expense to that Fund, such that the allocation of the expense is fair and equitable.

The descriptions set forth in this brochure of specific advisory services that each of the Tenor Advisors offers to the Funds, and investment strategies pursued, and investments made by each of the Tenor Advisors on behalf of the Funds, should not be understood to limit in any way each of the Tenor Advisor’s investment activities. Each of the Tenor Advisors may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this brochure, that we consider appropriate, subject to each Fund’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. The Funds should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Fund will be achieved. Methods of Analysis and Investment Strategies Tenor Opportunity Funds The investment objective of the Tenor Opportunity Funds is to generate attractive risk-adjusted returns by employing a variety of strategies primarily focused on credit, volatility and equity relative value. These strategies include convertible arbitrage, capital structure arbitrage, volatility and credit relative value, and special situation investment strategies. The Tenor Opportunity Funds seek to optimize risk-adjusted returns by actively managing capital allocation across these strategies. The portfolio is managed to reduce systematic risk through diversification and limited exposure to overall levels of equity market valuations and interest rates. The portfolio has exposure to issuer specific risk and general levels of volatility and credit spreads when the Tenor Advisors, as applicable, believe these strategies can provide attractive risk-adjusted returns. Issuer specific risks that each of the Tenor Advisors, as applicable, retains usually have the following features: cheap volatility and credit on an intra-industry relative value basis, favorable credit and volatility relationships, mispriced capital structure components, credit hedged with equity or volatility, restructuring opportunities, and special situations related to convertible and high yield bonds. The Tenor Opportunity Funds generally invest in securities issued by entities that reside in the Americas, Europe and Asia. The securities traded by the Tenor Opportunity Funds include listed securities, privately placed securities, over-the-counter contracts or other types of financial instruments, including bank loans, cash and derivative securities. TICAF A and Tenor Legacy Funds As described above, the TICAF A Fund holds only an investment in an international arbitration and the Tenor Legacy Funds hold only certain “legacy” investments (consisting of certain illiquid investments in international and commercial arbitrations) and do not currently make new investments other than adding to existing positions or consolidating positions among funds. The Tenor Legacy Funds previously had similar investment programs to the Tenor Opportunity Funds.

Risk Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Funds advised by the Tenor Advisors. These risk factors include only those risks that each of the Tenor Advisors believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Tenor Advisors. Assumption of Catastrophe Risks. The Funds may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters (which may be caused, or enhanced in frequency and severity, by climate change factors); war, terrorism and other armed conflicts; social or political unrest; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets in which the Funds, directly or indirectly, participate (or has a material negative impact on the operations of Tenor Capital or the Funds’ service providers), the risks of loss can be substantial and could have a material adverse effect on the Fund and the shareholders’ investments therein. Artificial Intelligence Risks. The emergence of recent technology developments in generative artificial intelligence such as ChatGPT and similar large language models and chatbots (collectively, “Generative AI”) can pose risks to Tenor Capital and the Funds’ investments. Tenor Capital may in the future use Generative AI in various processes, including potentially in connection with its investment research process. Tenor Capital is likely to be further exposed to the risks of Generative AI through third parties (including the Tenor Capital’s or the Funds’ service providers or counterparties) that use Generative AI, and Tenor Capital may not always be aware of such use. Tenor Capital cannot necessarily control the manner in which products created and/or utilized by third parties are developed or maintained. Furthermore, due to the rapidly evolving nature of Generative AI and its widespread potential uses, Tenor Capital expects that its policies and procedures will continue to evolve in response to any unique challenges. Generative AI is often highly reliant on the collection and analysis of large amounts of data, and in many instances it may not be possible or practicable to incorporate all potentially relevant data into the data set that Generative AI utilizes or to evaluate the source and the reliability of the data being analyzed. Further, the outputs of Generative AI may be inaccurate or unreliable and are also susceptible to errors in such outputs’ subsequent analysis. Additionally, the use of Generative AI may involve (i) cybersecurity risks (including the increased likelihood that Tenor Capital, the Funds or the underlying issuers in which they are invested become a victim of cybercrime), (ii) threats to proprietary and confidential information, (iii) intellectual property violations, (iv) access to, or disclosure of, personal information in violation of applicable data protection laws and (v) other risks that are not currently foreseen. Such inaccuracies, errors, risks, threats and/or violations could have adverse impacts on Tenor Capital and the Funds’ investments. Generative AI continues to develop rapidly, making it difficult to predict the future risks that may arise from such developments.

Risk Factors of the Tenor Opportunity Funds Risk Factors Relating to Investment Strategies Convertible Arbitrage. Convertible arbitrage strategies involve investing in convertible securities that appear incorrectly valued relative to their theoretical value. The strategy consists of the purchase (or short sale) of a convertible security coupled with the short sale (or purchase) of the underlying security for which the convertible security can be exchanged to exploit price differentials. The Tenor Advisors may seek to hedge out the risk inherent in the stock, however, the remaining risk may or may not be hedged. Convertible arbitrage strategies generally involve spreads between two or more positions. To the extent that the price relationships between such positions remain constant, no gain or loss on the position will occur. Such positions do, however, entail a substantial risk that the price differential could change unfavorably, causing a loss to the spread position. The success of Tenor Master Fund’s convertible arbitrage strategy depends upon the applicable Tenor Advisor’s ability to identify convertible securities that appear incorrectly valued relative to their theoretical value, purchase (or sell short) such a convertible security and sell short (or purchase) the underlying security for which the convertible security can be exchanged to exploit price differentials. There can be no assurance that the Tenor Advisors will be able to identify convertible arbitrage opportunities or that changes in price differentials will not cause losses. Substantial risks also are involved in borrowing and lending against such investments. The prices of these investments can be volatile, market movements are difficult to predict, and financing sources and related interest and exchange rates are subject to rapid change. Certain corporate securities may be subordinated (and thus exposed to the first level of default risk) or otherwise subject to substantial credit risks. Capital Structure Arbitrage. The success of Tenor Master Fund’s capital structure arbitrage strategy depends upon the applicable Tenor Advisor’s ability to identify and exploit the relationships between movements in different securities within an issue’s capital structure (including, bank debt, convertible and non-convertible senior and subordinated debt and preferred and common stock). Identification and exploitation of these opportunities involve uncertainty. There can be no assurance that the Tenor Advisors will be able to locate investment opportunities or to correctly exploit price discrepancies. A reduction in the pricing inefficiency of the markets in which Tenor Master Fund will seek to invest will reduce the scope for Tenor Master Fund’s investment strategies. In the event that the perceived mispricings underlying Tenor Master Fund’s positions fail to materialize, these investment strategies could be unsuccessful or result in losses. In addition, each of the Tenor Advisors, as applicable, makes investments on behalf of its clients in more than one part of the capital structure of the same issuer. In the case of the convertible arbitrage strategy and in the litigation finance strategy, all such investments are related as separate components of a single investment approach and, importantly, are held within a single client’s portfolio; in other words, returns for the relevant client are blended across the debt and equity instruments. For the avoidance of doubt, it is not expected that different clients will invest in different parts of the same company’s capital structure going forward as there is only one fund structure actively pursuing a convertible arbitrage strategy and the funds pursuing the litigation

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Each of the Tenor Advisors, as applicable, provides advice to private pooled investment vehicles offered only to qualified investors on a private placement basis. The investment vehicles are structured as limited partnerships or other types of non-U.S. entities. Interests in these investment vehicles are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements, either in private transactions within the United States or in offshore transactions. Typically, these investors are high-net-worth individuals, institutions and other entities. Any investment minimums for investors are disclosed in the applicable governing documents.

We (including the Fund General Partner) and our affiliates accept performance-based compensation from every Fund (other than Funds that are not assessed performance-based compensation because it is assessed through another entity in a single master-feeder or similar structure). Certain of our Funds have higher fees or more favorable performance-based compensation arrangements than other Funds. Consequently, a conflict of interest exists because we have a greater incentive to favor Funds from which we receive higher fees or performance-based compensation arrangements. We could be subject to a conflict of interest because varying compensation arrangements among the Funds could incentivize us to manage the Funds differently. The varying compensation arrangements may also create an incentive for us to make investments that are riskier or more speculative than would be the case if the performance-based compensation arrangements were not in effect. Notwithstanding the foregoing, we believe that the performance-based compensation arrangements align our interests with those of the Funds. We have adopted and implemented policies and procedures intended to address these conflicts of interest, including trade allocation and aggregation policies to review investments for compliance with the Funds’ investment guidelines and restrictions and to review the performance of the Funds with similar investment objectives.

Broker-Dealer Registration Status The Tenor Advisors and their employees 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. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status The Tenor Advisors and their employees are not registered as, and do not have any application to register as, Futures Commission Merchants, Commodity Pool Operators, Commodity Trading Advisors or associated persons of the foregoing entities. Material Conflicts of Interest Relating to Other Investment Advisers We do not recommend or select other investment advisers for our clients. The Adviser is affiliated with Associates, which serves as the general partner of Tenor Onshore, TSSF and TICAF A, and is also subject to the Advisers Act in accordance with SEC guidance. Pursuant to such guidance, Associates look to and relies on Tenor Capital’s registration with the SEC and do not submit a separate Form ADV. Associates operates a single advisory business with Tenor Capital, and shares common owners, officers, partners, employees, consultants, or persons occupying similar positions.

Transactions and Personal Trading Code of Ethics and Personal Trading The Tenor Advisors invests in securities or instruments in which the Tenor Advisors may also invest the Funds’ assets. Similarly, the Tenor Advisors and their partners and employees may, from time to time, make personal investments in securities or instruments in which the Tenor Advisors may invest the Funds’ assets. Tenor Advisors and their personnel may buy, sell, or hold securities or other instruments for its own or their own accounts while entering into different investment decisions for one or more of the Funds. In addition, Tenor Advisors and their personnel may invest in eligible Funds of its or their choosing and, in this regard, are not required to invest in all of the Funds. It is expected that, if such investments are made, the size and nature of these investments will change over time. Each of the Tenor Advisors strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, Tenor Capital has adopted a Code of Ethics (the “Code”) that applies to it and its personnel, as well as to Associates and its respective personnel (if any). The Code incorporates the following general principles that all employees are expected to uphold: •

We must at all times act in a manner consistent with a relationship marked by trust, good faith and honesty, and seek to identify and mitigate conflicts of interest.

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All personal securities transactions must be conducted in a manner consistent with the Code and any actual or potential conflicts of interest or any abuse of an Employee’s position of trust and responsibility must be avoided.

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Employees must not take any inappropriate advantage of their positions at the Firm.

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Information concerning the identity of securities and financial circumstances of the Clients and their investors must be kept confidential.

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Independence in the investment decision-making process must be maintained at all times.

The Code also places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to the Tenor Advisors on a periodic basis, and requires that employees preclear certain types of personal securities transactions. Tenor also maintains a restricted list of securities in which employees and the Funds are not allowed to invest. Investors may request a copy of the Code by contacting the Tenor Advisors at the address or telephone number listed on the first page of this document. The Tenor Advisors also maintains policies and procedures that are designed to prevent the misuse of material, non-public information (the “Insider Trading Policies”). The personnel of the Tenor Advisors are required to certify to their compliance with the Code, including the Insider Trading Policies, on a periodic basis.

Restrictions Due to Insider Information The Tenor Advisors’ Insider Trading Policies prohibit the Tenor Advisors’ personnel from trading for the Funds or themselves, or from recommending trading, in securities of a company while in possession of material, non-public information (“Inside Information”) about the company, and from disclosing such information to any person not entitled to receive it. By reason of its various activities, the Tenor Advisors may be deemed to have access to Inside Information or be restricted from effecting transactions in certain investments that might otherwise have been initiated. The Tenor Advisors have designed and implemented policies and procedures reasonably designed to control and monitor the flow of Inside Information to and within the Tenor Advisors, as well as prevent trading based on Inside Information. Cross-Trades The Tenor Advisors may determine that it would be in the best interests of certain Funds that are not subject to ERISA to transfer a security from one Fund to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the Funds, or to reduce transaction costs that may arise in an open market transaction. If the Tenor Advisors decide to engage in a Cross Trade, the Tenor Advisors will determine that the trade is in the best interests of each Fund involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those Funds. Subject to applicable restrictions imposed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as well as the Funds’ investment guidelines and restrictions, the Tenor Advisors will not direct Funds subject to ERISA to buy or sell securities to or from another Fund through an internal cross transaction. To the extent the Tenor Advisors engage in a Cross Trade, the Tenor Advisors will generally execute Cross Trades with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a Cross Trade between two Funds may occur as an “internal cross”, where the Tenor Advisors instruct the custodian for the Funds to book the transaction at the price determined in accordance with the Tenor Advisors’ valuation policy. If the Tenor Advisors effect an internal cross, the Tenor Advisors will not receive any fee in connection with the completion of the transaction. Principal Transactions To the extent that Cross Trades may be viewed as principal transactions due to the ownership interest in a Fund by the Tenor Advisors or its personnel, the Tenor Advisors will comply with the requirements of Section 206(3) of the Advisers Act. Additional Considerations From time to time, various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities of the Tenor Advisors’ personnel. The Tenor Advisors have established policies and procedures to monitor and resolve conflicts and will endeavor to resolve conflicts with respect to investment opportunities in a manner it deems equitable and consistent with its fiduciary duty to the extent possible under the prevailing facts and circumstances.

The Tenor Advisors and their personnel may invest on behalf of themselves in securities and other instruments that would be appropriate for, held by, or may fall within the investment guidelines of the Funds. The Tenor Advisors and their personnel may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for the Funds. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more of the Funds. Potential conflicts also may arise due to the fact that the Tenor Advisors and their personnel may have investments in some Funds, but not in others, or may have different levels of investments in the various Funds, and because the Funds may pay different levels of fees to the Tenor Advisors. In addition, the Tenor Advisors may give advice or take action with respect to the investments of one or more of the Funds that may not be given or taken with respect to other Funds with similar investment programs, objectives, and strategies. Accordingly, the Funds with similar strategies may not hold the same securities or instruments or achieve the same performance. Tenor also may advise Funds with conflicting programs, objectives or strategies. These activities also may adversely affect the prices and availability of other securities or instruments held by, or potentially considered for, one or more of the Funds. Finally, the Tenor Advisors and their personnel may have conflicts in allocating their time and services among the Funds. The Tenor Advisors will devote as much time to each Fund as the Tenor Advisors deem appropriate to perform their duties in accordance with their management agreements.

As noted previously, the Tenor Advisors have full discretionary authority to manage the Funds, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. The Tenor Advisors’ authority is guided by their own internal policies and procedures and each Fund’s investment guidelines. In selecting an appropriate broker-dealer to effect a client trade, the Tenor Advisors seek to obtain best execution (not necessarily lowest price), taking into consideration, among other things, the price of a security offered by the broker-dealer, as well as a broker-dealer’s full range and quality of services including, among other things, facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to the Tenor Advisors, brokerage and research services provided to the Tenor Advisors (e.g., research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. If the Tenor Advisors decide to execute over-the-counter (“OTC”) transactions on an agency basis through Electronic Communications Networks (“ECNs”), then they may also consider, among others, the following factors when choosing to use one ECN over another: (i) the ease of use, (ii) the flexibility of the ECN compared to other ECNs and (iii) the level of care and attention that will be given to smaller orders. The Tenor Advisors maintain policies and procedures to review the quality of executions, including periodic reviews by their investment professionals. Soft Dollar Usage From time to time, the Tenor Advisors pays a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transaction) for effecting Fund transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. The Tenor Advisors will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act. The Tenor Advisors believe it is important to its investment decision-making processes to have access to independent research. Generally, research services provided by broker-dealers may include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues. Such research services are received primarily in the form of written reports, telephone contacts and personal meetings with security analysts. In addition, such research services may be provided in the form of access to various computer-generated data and may include meetings arranged with corporate and industry spokespersons, economists, academicians and government representatives. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by one or more Fund may be used by the Tenor Advisors to service one or more other Funds. Where a product or service obtained with soft dollars provides both research and non37

research assistance to the Tenor Advisors (e.g., a “mixed use” item), the Tenor Advisors will make a good faith allocation of the cost, which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of the Tenor Advisors’ allocation of the costs of such benefits and services between those that primarily benefit the Tenor Advisors and those that primarily benefit the Funds. At least annually, the Tenor Advisors consider the amount and nature of research and brokerage services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempt to allocate a portion of the brokerage business of its clients on the basis of such considerations. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will the Tenor Advisors make binding commitments as to the level of brokerage commissions each will allocate to a broker-dealer, nor will either commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. Additional Brokerage Considerations Neither the Tenor Advisors nor any related person receives client referrals from any broker-dealer or third party. However, subject to best execution, the Tenor Advisors may consider, among other things, capital introduction and marketing assistance with respect to Investors in the Funds in selecting or recommending broker-dealers for the Funds. The Tenor Advisors do not recommend, request or require that a client direct us to execute transactions through a specific broker-dealer. Trade Allocation and Aggregation Policies and Procedures It is the policy of the Tenor Advisors to allocate investment opportunities fairly and equitably over a period of time. Generally, trade allocations will be made pro rata based on a predetermined ratio between the Funds, although other allocations could be implemented based on the factors described below. Tenor Capital currently manages the Tenor Master Fund through a master-feeder structure, and the assets of the feeder Funds are managed primarily through a single portfolio at the master fund level. The Tenor Advisors, however, will have no obligation to purchase, sell or exchange any security or financial instrument for the Funds if the Tenor Advisors believe in good faith at the time the investment decision is made that such transaction or investment would be unsuitable, impracticable or undesirable for any of the Funds. In making allocation decisions, the Tenor Advisors generally consider the following factors, among others: (i) the investment objectives and restrictions on the Funds; (ii) the nature and size or the proportion of a securities issue likely to be available to the Tenor Advisors or the nature and size of the proposed sale; (iii) the relative size and cash availability of the applicable strategy of the Funds;

(iv) the ability to borrow and the cost of borrowed funds; (v) tax consequences; (vi) legal restrictions, including those that may arise in foreign jurisdictions; (vii) the liquidity of the investment relative to the need of the Funds; (viii) the degree of specialization of the Funds relative to the investment offered; (ix) the relative historical participation of the Funds in the investment; (x) the difficulty of liquidating an investment for the Fund; (xi) the possibility that an allocation may result in a small or odd lot; and (xii) the existence of new Funds with a substantial amount of investable cash, as well as other factors considered relevant. If the Tenor Advisors determine that the purchase or sale of the same security is in the best interest of the Funds, the Tenor Advisors may, but are not obligated to, aggregate orders in order to reduce transaction costs to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Fund will receive the average price with transaction costs allocated pro rata based on the size of the Funds’ participation in the order (or allocation in the event of a partial fill) as determined by the Tenor Advisors, as applicable. In the event of a partial fill, allocations generally will be made pro rata based on the initial order, but may be modified on a basis that the Tenor Advisors deem to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations.

Tenor Capital had entered into an agreement with J.H. Darbie & Co., Inc. (“Darbie”), a licensed broker-dealer and member of FINRA. Darbie has been engaged to refer certain designated prospective investors to Tenor Capital with the prospect of their becoming investors in the Tenor Special Situation Fund, L.P. Darbie will be compensated by Tenor Capital and not by the Funds. All referral fee arrangements will be fully disclosed to investors. The agreement with Darbie was terminated during 2015. All rights, title and interest have been transferred to Old City Securities LLC.

The Tenor Advisors and their employees have not been involved in any legal or disciplinary events in the past ten years that would be material to a client’s evaluation of the advisory business or the integrity of the Tenor Advisors or their personnel.

The Tenor Advisors perform various daily, weekly, monthly and other periodic reviews of the Funds’ portfolios. Such reviews are conducted by the Tenor Advisors’ portfolio manager(s) working together with the Tenor Advisors’ investment and non-investment professionals. Generally, investors in the Funds receive a monthly or a quarterly update from Tenor Capital documenting the performance of their respective separate account/Fund, along with a commentary by Tenor Capital, although Tenor Capital may provide certain clients/investors with information on a more frequent basis, or in another format, if agreed to by Tenor Capital. In addition, the Funds issue investors tax reports and audited financial statements concerning their respective Funds within 120 days of the end of the Funds’ fiscal year.

All client funds and securities are held in custody by unaffiliated broker-dealers or banks (other than certain privately offered securities to the extent permitted under the Advisers Act). The Tenor Advisors are deemed to have “custody” of client assets under Rule 206(4)-2 of the Advisers Act (the “Custody Rule”) since they serve as the general partner or managing member of the Funds and have 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. We are 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 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, prepared in accordance with U.S. generally accepted accounting principles, to all investors within 120 days of the end of its fiscal year.

As noted previously, the Tenor Advisors have full discretionary authority to manage the Funds’ accounts, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. The Tenor Advisors’ authority is guided by their own internal policies and procedures and each Fund’s investment objectives and guidelines, as set forth in their respective offering documents. The Tenor Advisors or an affiliate of the Tenor Advisors entered into an investment management agreement, or similar agreement, with each Fund, pursuant to which the Tenor Advisors or an affiliate of the Tenor Advisors was granted discretionary trading authority.

Rule 206(4)-6 under the Advisers Act requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. The Tenor Advisors have adopted proxy voting policies and procedures, however, due to the nature of the investment products and strategies utilized by the Tenor Advisors, traditional “proxy voting” is rare. The general policy is to vote proxy proposals, amendments, consents or resolutions relating to client securities, including interests in private investment funds, if any (collectively, “proxies”), in a manner that serves the best interests of the Funds, as determined by the Tenor Advisors in their discretion, taking into account the following factors: (i) the impact on the value of the investments; (ii) the anticipated associated costs and benefits; (iii) the effect on liquidity; and (iv) customary industry and business practices. In limited circumstances, the Tenor Advisors may refrain from voting proxies where they believe that it is not in the best interest(s) of its Client(s), if the security is not held as of the record date, or if the Firm determines there is insufficient benefit to voting the proxy. If a material conflict of interest over proxy voting arises and the proposal is addressed by the proxy voting policies, the Tenor Advisors will vote in accordance with such policies. If the proxy proposal is not addressed by the proxy voting policies, then the CCO, COO and portfolio manager will meet to review and resolve the conflict of interest. A copy of the proxy voting policies and the proxy voting record relating to a client of the Tenor Advisors may be obtained by contacting Tenor Capital. Tenor Advisors files disclosures on Form N-PX relating to its proxy votes on certain “say-on-pay” in accordance with the requirements of amended Rule 14Ad-1 under the Securities Exchange Act of 1934. Tenor Advisors has adopted a written policy relating to its participation in any class actions relating to holdings of the Tenor Opportunity Funds. As a fiduciary, Tenor Advisors always seeks to act in Tenor Opportunity Funds’ best interests with good faith, loyalty, and due care. Tenor Advisors, with the assistance of the Portfolio Manager/Analyst covering the issuer involved, and with the assistance of its third party class action service provider Battea, will determine whether the client will (a) participate in a recovery achieved through a class action, or (b) opt out of the class action and separately pursue their own remedy, and will submit appropriate documentation. Documentation associated with client’s participation in class actions will be maintained by Tenor Advisors and Battea, where applicable. If a settlement is received from a class action lawsuit, the income will generally be allocated pro rata based upon the current investors in the fund, at the time the income is realized.

Each of the Tenor Advisors 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.