The Baupost Group

The Baupost Group, L.L.C. (“Baupost”) was formed in May 1982 (originally as The Baupost Group, Inc.). Baupost is headquartered in Boston, Massachusetts. Baupost’s Chief Executive Officer and principal owner, Seth A. Klarman, serves as Portfolio Manager and has been managing the investments of Baupost’s clients since the company’s inception. Baupost is the managing general partner to eleven domestic investment limited partnerships (each, a “Partnership,” collectively, the “Baupost Partnerships”). All of the Baupost Partnerships are privately offered investment vehicles exempt from registration as investment companies under the Investment Company Act of 1940, as amended (the “1940 Act”). Baupost Partners, L.L.C. (“Baupost Partners”), an affiliate of Baupost, serves as profit sharing general partner to the Baupost Partnerships (together with Baupost, the “General Partners”). Baupost has no ownership interest in Baupost Partners, but certain indirect owners and employees of Baupost are members of Baupost Partners. As managing general partner of each Partnership, Baupost is solely responsible for the management and administration of such Partnership, including the making of all investment decisions on behalf of such Partnership and the placing of all orders for the purchase and sale of investments. Baupost manages each Partnership pursuant to the investment strategy set forth in such Partnership’s limited partnership agreement (“LP Agreement”) and, if applicable, offering memorandum. The Baupost Partnerships invest in a wide range of public and private securities and assets. Baupost does not provide specifically tailored investment advice to investors in the Baupost Partnerships, and investors may not impose investment restrictions on their investments in the Baupost Partnerships. Contributions to and withdrawals from the Baupost Partnerships are subject to the terms and conditions set forth in the respective LP Agreements of the Baupost Partnerships in which investors are invested. Investors in the Baupost Partnerships are subject to restrictions on their ability to withdraw capital from the Baupost Partnerships. Baupost has the right, in its sole discretion, to waive or alter some or all of the applicable restrictions on capital withdrawals and contributions (for example, notice periods, withdrawal of the portion of capital allocated to restricted investments (which are generally illiquid investments designated as restricted investments in the judgment of Baupost pursuant to certain of the LP Agreements), and other matters) or on transfers of limited partnership interests for investors as set forth in each Partnership’s LP Agreement and, if applicable, offering memorandum, and Baupost generally does waive notice periods for employees and certain former employees.

The Baupost Partnerships indirectly own a platform of affiliated entities located in Luxembourg to facilitate investment in European real estate and related assets (the “European Investment Platform”). In 2019, the European Investment Platform established an entity that will provide accounting, administrative, legal and corporate secretarial support services, and may also provide other support services, to certain Luxembourg investment vehicles in which the Baupost Partnerships indirectly invest. Furthermore, Baupost has established a single investment co-investment fund (the "Co-Investment Fund") in which certain of the Baupost Partnerships and other parties invested, and Baupost may in the future establish additional co-investment funds. For the purposes of this Brochure, where appropriate and as the context permits, references to the "Partnerships" or the "Baupost Partnerships" also include the Co-Investment Fund. Investors are urged to review the relevant operating agreements and, if applicable, offering memoranda for additional information about matters addressed in this and other items throughout this Brochure. As of December 31, 2025, Baupost’s regulatory assets under management were approximately $24,681,434,252, all of which are managed on a discretionary basis. Baupost does not manage assets on a non-discretionary basis.

As compensation for its advisory services, Baupost receives a management fee from each of the Baupost Partnerships that is required to be paid in advance at the beginning of each quarter. The management fee is assessed based on relevant investor capital account balance as of the first business day of each fiscal quarter, taking into account capital contributions or withdrawals as of such date. Prior to applying the management fee rate, each capital account balance is reduced (but not below zero) by unrealized gains (net of unrealized losses) on any Illiquid Asset (generally as defined in each Partnership’s LP Agreement)1 and reduced (but not below zero) by any positive adjusted profit sharing obligation allocated to such capital account. The management fee for a fiscal quarter is due and payable upon calculation. The management fee expense is evenly amortized over the quarter and deducted from each relevant investor’s capital account monthly. In addition, the General Partner(s) are eligible to receive performance-based compensation from the Baupost Partnerships, subject to, if applicable, loss carryforward limitations set forth in each LP Agreement. As a result of the profit sharing obligation, a certain portion of eligible profits initially allocated to each relevant investor in each Partnership is reallocated to the General Partner(s), subject to the limitations set forth in each applicable LP Agreement. The profit sharing

Certain Partnerships’ LP Agreements use the defined term “Illiquid Investment” – with respect to those Partnerships, the term Illiquid Asset as used herein shall have the meaning given to the term Illiquid Investment in such LP Agreements.

obligation is accrued at least quarterly and is reallocated to the General Partner(s) annually. If an investor fully or partially withdraws or transfers its interest during the year, a proportionate amount of the profit sharing obligation may be, or in the case of withdrawals, generally will be reallocated from the capital account of the investor to the capital account of the General Partner(s). The profit sharing obligation of each relevant investor in the Baupost Partnerships is 20% of eligible profits, as described in detail in each respective LP Agreement and, if applicable, offering memorandum. Any profit sharing obligation generated from unrealized gains (net of unrealized losses) on any Illiquid Asset will be deferred for reallocation to the General Partner(s) until gains are realized except in the case of a full withdrawal of an investor’s capital balance. Management fees and profit sharing obligations (including loss carryforward limitations) are nonnegotiable and non-refundable; however, Baupost may, in its sole discretion, waive these terms for certain investors in whole or in part. Baupost generally waives management fees and/or profit sharing obligations for current employees, certain former employees, founders and certain related parties of the foregoing, including foundations related to such persons. Baupost may discontinue fee and/or profit sharing obligation waivers at any time, and Baupost generally discontinues fee and profit sharing obligation waivers for most departing employees. However, Baupost does not expect to discontinue fee or profit sharing obligation waivers for foundations of employees. In certain limited circumstances, Baupost has waived the limit on loss carryforward for all comparably situated accounts. The aforementioned compensation of the General Partners is based upon the value of the Baupost Partnerships’ assets, which Baupost is responsible for determining. To mitigate this conflict, Baupost does not collect management fees on unrealized gains (net of unrealized losses) on any Illiquid Asset and does not impose a profit sharing obligation on unrealized gains (net of unrealized losses) on any Illiquid Asset except in the case of a full withdrawal of an investor’s capital balance. Additionally, Baupost engages independent third parties to assist with valuing certain Illiquid Assets. Baupost also engages an independent auditor to perform an annual audit of the Baupost Partnerships in conformity with accounting principles generally accepted in the United States (“GAAP”) at each calendar year-end. Fees and fee terms applicable to the Co-Investment Fund are set forth in its operating agreement; the Baupost Partnerships that are invested in the CoInvestment Fund are not subject to management fees or profit sharing obligations of the CoInvestment Fund. Expenses Baupost will, in consideration for management fees, bear its own overhead expenses incurred in connection with managing the affairs and business of the Baupost Partnerships, including expenses related to its office space, utilities, and employees (i.e., those persons participating in its payroll and those Baupost deems to be its employees), and all costs and expenses of travel undertaken by

Baupost employees, including travel to perform due diligence related to acquiring prospective investments or to perform ongoing supervision of the Baupost Partnerships’ assets. The Baupost Partnerships will bear, or reimburse Baupost for, all organizational, restructuring and offering expenses and all ordinary and extraordinary expenses incurred or advanced in the operation or management of the Baupost Partnerships and their investment activities as Baupost deems to be reasonable and necessary. The costs and expenses borne directly or indirectly through affiliated entities (e.g., special purpose vehicles) by the Baupost Partnerships (of which the investors bear their allocable share) include, without limitation: (i)

Investment-related expenses, such as expenses related to sourcing investments, performing due diligence related to prospective investments or areas of investment, structuring, negotiating and executing acquisitions and dispositions of investments and performing ongoing supervision and maintenance of investments, including but not limited to the following: a) brokerage fees and commissions; b) clearing and settlement charges and custodial and sub-custodial fees; c) fees and expenses (including travel expenses) charged by professional service providers (some of whom may be former employees of, or current or former consultants to, Baupost), such as legal, accounting, auditing, consulting (which may include the cost of consultants onsite at Baupost’s offices), investment banking, research (including expert network services and research provided by providers of brokerage services), class action monitoring and recovery (which may be in the form of a fixed fee or based on a percentage of the amount recovered by a Partnership in respect of such litigation, or a combination of both), advisory, lobbyist and other professional service providers; d) costs of retainers and transaction-based compensation or success fees, some of which may be discretionary, charged by third party consultants, operating partners, brokers, market participants and advisers (some of whom may be former employees of, or current or former consultants to, Baupost) in connection with sourcing or evaluating investments, any of which may be fixed or based on a percentage of the proceeds of sourced investments, a percentage of the amount invested, or a combination of the foregoing; e) management, development, profit-sharing or other fees or expenses (including, in certain instances, an operating partner’s operational and overhead expenses) charged by operating partners or third parties (some of whom may be former employees of, or current or former consultants to, Baupost) who manage certain investments (including joint ventures, investment companies, partnerships and other pooled investment vehicles), any of which such fees or expenses may be fixed or based on a percentage of the proceeds of managed investments or a percentage of the amount invested, or a combination of the foregoing;

(ii)

(iii)

(iv) (v)

(vi)

f) fees and expenses associated with the organization, operation and maintenance of special-purpose and other investment vehicles, including aggregating vehicles and service-providing vehicles including the European Investment Platform, used in connection with the Baupost Partnerships’ investments, including (w) operational and overhead expenses such as office rent, furniture, build-out costs, personnel costs and information technology costs, (x) fees and expenses associated with developing, structuring, and winding up such entities, (y) costs of management of assets, including real property investments, owned by the Baupost Partnerships and (z) legal, accounting, and operational support; g) fees and expenses associated with any advisory board or committee required or advisable in certain non-U.S. jurisdictions in connection with investments; h) interest and fees (including, without limitation, commitment, structuring, and underwriting fees) on margin loans, loan facilities, total return swaps and other indebtedness or other types of instruments, and related fees and expenses; i) any of the foregoing to the extent related to potential investments that were not consummated; and j) any other expenses related to a prospective investment, an existing investment or a type of investment; fees and expenses of professional service providers, including, without limitation, consultants and attorneys, including expenses for legal work related to Baupost Partnerships’ amendments, costs and expenses incurred in connection with the dissolution, winding up, termination and liquidation of the Baupost Partnerships and the costs of any litigation or investigation involving activities of the Baupost Partnerships; expenses related to (x) the Baupost Partnerships’ indemnification obligations under the LP Agreements, (y) director and officer liability insurance and errors and omissions liability insurance, including, without limitation, insurance that also provides coverage to the General Partners and their affiliates, officers and employees, for indemnifiable and non-indemnifiable fees, expenses and losses and (z) other insurance costs including insurance of which the General Partners and their affiliates are beneficiaries (including, for example, costs associated with fund management and employment practices liability insurance, cyber risk insurance and financial institution bond and STAMP bond coverage); administration fees and other expenses charged by or relating to the services of thirdparty providers of administration services; expenses associated with pricing and investment valuation services, including the costs of third-party vendors such as valuation and pricing vendors (e.g., Bloomberg, S&P Global, etc.); audit, accountant and tax preparation expenses, and expenses related to cyber protection and prevention services;

(vii)

fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law or regulation in connection with the activities of the Partnership, including, without limitation, any governmental, regulatory, licensing, filing or registration fees or taxes (including, without limitation, fees and expenses incurred in connection with the preparation and filing of Section 13 filings, Section 16 filings and other similar regulatory filings); (viii) costs associated with compliance with (x) anti-money laundering regulations, (y) know your customer and anti-money laundering requirements of service providers and other counterparties and (z) the Baupost Partnerships’ know your customer review of prospective and existing investors, service providers and other counterparties; and (ix) other expenses associated with the operation of the Baupost Partnerships (these may include, for example, although not historically borne by the Baupost Partnerships, expenses associated with organizing and conducting investor meetings and calls). As stated above, the Baupost Partnerships will incur brokerage and other transactions costs when a broker-dealer is used in connection with an investment. For additional information regarding brokerage practices, please see Item 12 below. When a Baupost Partnership invests in joint ventures, including those with operating partners, or pooled investment vehicles, investors bear the cost of any management and performance fees of such third parties in addition to the fees of the General Partners. Under the circumstances set forth in the LP Agreements, certain tax-related expenses or regulatory expenses may be specially allocated by Baupost to the accounts of those investors to which the relevant expenses are attributable. Certain expenses may be borne in part by the Baupost Partnerships and in part by Baupost, such as in circumstances when a consultant provides services for the benefit of Baupost and other services for the benefit of the Baupost Partnerships or a specific Partnership investment. The organizational and operating expenses of the European Investment Platform are borne by investors who participate in restricted investments. To the extent that any expenses or fees relate to all or some of the Baupost Partnerships (or to investments thereof), such expenses or fees are allocated on a pro rata basis across the Baupost Partnerships to align, as closely as practicable, the expense burden with the beneficiaries of the service or investment activity. To make such allocation determinations, Baupost exercises its judgment based on the information available at that time; Baupost may, in its sole discretion, reassess such determinations and reallocate certain expenses if circumstances warrant. The Baupost Partnerships that would have participated in a terminated or abandoned transaction also bear expenses in connection with such terminated or abandoned transaction.

Read the rest in the brochure

Baupost is an opportunistic, value-oriented, open mandate investment organization whose goal is to invest capital in such a manner as to achieve attractive risk-adjusted returns over an extended period of time. To achieve this objective, the Baupost Partnerships seek to invest in assets that Baupost considers to be undervalued relative to their market price. The Baupost Partnerships seek to invest, either directly or indirectly, in securities and other assets that Baupost believes to have some or all of the following characteristics: they are currently out of favor, but have good prospects; they sell at a significant discount to underlying economic value; they have catalysts in place for the realization of underlying value; they are highly complex; they are somewhat or highly illiquid and they sell at prices below what would reasonably be expected due to market

imperfections and inefficiencies, including but not limited to temporary supply/demand imbalances, information gaps, and selling pressures. The Baupost Partnerships have a broad investment mandate that contemplates investing in a range of financial instruments, asset classes and geographic regions, including those with respect to which Baupost initially may have limited experience. An investment in the Baupost Partnerships entails various risks, including the speculative nature of the Baupost Partnerships’ activities; the illiquidity of interests in the Baupost Partnerships; the illiquidity of certain investments the Baupost Partnerships may make and the risk that the securities markets may continue indefinitely to undervalue the Baupost Partnerships’ investments or that the investments may fail to appreciate as anticipated by Baupost. The Baupost Partnerships may invest in, subscribe for, purchase or otherwise acquire and/or sell (including short sales) or otherwise dispose of securities and assets of all types, including, without limitation, stock (including preferred and convertible stock as well as common stock of any type), warrants, options, swaps, trade claims, bank debt (including undrawn revolvers), bonds, other debt instruments including self-originated loans, currency, cryptocurrency and other digital assets, futures, derivatives, commodities, contract rights of any kind, royalty interests, non-U.S. securities and other assets (including assets in emerging markets), structured investment vehicles, secured and unsecured instruments, asset-backed securities, commercial and residential mortgage-backed securities, real estate and related instruments, other complex financial instruments and rights and distressed assets. The securities in which the Baupost Partnerships invest include securities that are listed or traded on domestic or non-U.S. exchanges or other trading networks (including over the counter markets), as well as securities that are unlisted and trade infrequently or not at all. At times a significant amount of the Baupost Partnerships’ investments may be in securities or other assets that are not freely tradable or are otherwise illiquid. Such investments include interests in private equity investments, venture capital investments, real estate, litigation investments, leveraged buy-out vehicles and joint ventures, which are typically organized as limited partnerships or limited liability companies, and are managed by third-party asset managers that specialize in the particular class of assets under management. The Baupost Partnerships may also invest in private investments in public equity (“PIPEs”), which generally are not registered with the SEC until after a certain time period from the date the private sale is completed, special purpose acquisition companies, Rule 144A securities and direct assets such as car loans, consumer loans, commodities or non-performing assets. Prospective investors should also consider the risks associated with the loss of key personnel of Baupost. Prospective investors should consult with their own advisers in order to understand the consequences of an investment in the Baupost Partnerships. Any investor not able to bear the risk of loss of his or her investment should not participate in the Baupost Partnerships.

Baupost selects investments according to many criteria, which may include book value, estimated underlying economic value, current and projected future earnings, cash flow, yield, skills of management, future prospects of the business and current market price of the investment. Baupost utilizes several analytical techniques, which may include fundamental analysis, analysis of historical relationships, economic analysis, business cycle analysis, interest rate analysis and industry analysis to make its investment decisions. Investment Risks The types of investments made by the Baupost Partnerships are subject to certain risks. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Baupost Partnerships. Furthermore, not every risk factor included below is applicable to each of the Baupost Partnerships. Investors are advised to review the applicable Partnership’s offering materials for a more extensive description of the risks of an investment in the Baupost Partnerships. Speculative Investment Strategy By its nature, all investing, including by the Baupost Partnerships, is speculative. Despite the Baupost Partnerships’ operating history, there is no assurance that the Baupost Partnerships will achieve their investment objective. Baupost’s assessment of the short-term or long-term prospects of investments may not prove accurate. No assurance can be given that any investment strategy implemented by Baupost on behalf of the Baupost Partnerships will be successful, and investors may suffer a significant loss of their invested capital. Past performance of the Baupost Partnerships is not indicative of future results, which may vary. Broad Discretion The Baupost Partnerships have a broad investment mandate that contemplates investing in a range of financial instruments, asset classes, and geographic regions, including those with respect to which Baupost initially may have limited experience. Value Style Baupost adheres to a value investment philosophy. As a result, there is a risk that the securities markets may continue indefinitely to undervalue the investments in the Baupost Partnerships’ portfolios, or that the investments may fail to appreciate as anticipated by Baupost. This risk may be greater for investments in small and medium-sized companies, which could be more vulnerable to adverse developments and are less liquid to trade. The Baupost Partnerships frequently invest in securities, industries and asset classes that are out of favor or ignored by other investors. Investors incur the risk that such a contrarian strategy may not succeed and, to the extent that adverse economic and investment trends continue for an extended time, that the Baupost Partnerships may not achieve their goals. Even if a Partnership’s

value-investment strategy is successful, there may be significant portfolio turnover and, consequently, high transaction costs. Investment and Due Diligence Process Before making investments, Baupost conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. Such due diligence often includes complex business, financial, tax, accounting and legal issues. When conducting due diligence and making an assessment regarding an investment, Baupost will rely on the resources reasonably available to it, which in some circumstances, whether or not known to Baupost at the time, may not be sufficient, accurate, complete or reliable. Due diligence may not reveal or highlight matters that could have a material adverse effect on the value of an investment. Control of Portfolio Investments The Baupost Partnerships may seek to influence or control management of various issuers. This activity may include investing in a potential takeover, leveraged buy-out or reorganization or otherwise by investing in public or private companies, including other entities that were organized in order to purchase securities for the purpose of influencing or controlling management. In addition, such investments may be structured in a manner that permits the Baupost Partnerships to have some input into the management of the vehicle by an operating partner or third party asset manager. For example, when making investments in companies, the Baupost Partnerships may also seek to influence or control management by, for example, discussing formally or informally with management different operating strategies, proposing shareholder resolutions, engaging in a proxy contest, serving on a board of directors, holding board of directors observer rights or serving on a creditors’ committee established in connection with a company’s insolvency. The success of an investment predicated on the ability of the Baupost Partnerships to influence or control management depends upon, among other things, (i) Baupost’s ability to properly identify companies whose securities’ prices can be improved through corporate and/or strategic action; (ii) the Baupost Partnerships’ ability to acquire sufficient securities of such companies at a sufficiently attractive price; (iii) the Baupost Partnerships’ ability to build their position in accordance with applicable regulations; (iv) the willingness of the management of such companies and other security holders to respond positively to Baupost’s proposals and (v) favorable movements in the market price of any such company’s securities in response to any actions taken by such company. There can be no assurance that any of the foregoing will occur. Although the Baupost Partnerships generally do not seek controlling positions in public companies, if the Baupost Partnerships acquire beneficial ownership of more than 10% of a certain class of securities of a public company or places a director or observer on the board of directors of such a company, under Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Baupost Partnerships may be subject to certain additional requirements and

limitations. Furthermore, when the Baupost Partnerships’ ownership of an issuer’s securities exceeds certain thresholds, the Baupost Partnerships may be limited in their ability to engage in certain transactions, including taking certain short positions and making certain investments in or with respect to companies that compete with the issuer. Similar requirements and limitations may apply in non-U.S. jurisdictions. As noted herein, the Baupost Partnerships, acting either alone or as part of a group, may acquire a “control” position in an issuer’s securities or place an employee as a member or an observer of the board of directors of such issuer. This may subject the Baupost Partnerships to additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability in which the limited liability generally characteristic of business operations may be ignored. Additionally, to the extent that any Baupost personnel incur liability for serving as a director of an issuer or otherwise serving on an ad hoc committee or other similar body, such liability generally will be borne by the relevant Baupost Partnerships. Significant Positions in Securities; Regulatory Requirements In the event the Baupost Partnerships acquire a significant stake in certain issuers of securities and such stake exceeds certain percentage or value limits, the Baupost Partnerships may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on the Baupost Partnerships and Baupost. Any such requirements may impose additional costs on the Baupost Partnerships and may delay the acquisition or disposition of the securities or the Baupost Partnerships’ ability to respond in a timely manner to changes in the markets with respect to such securities. In addition, “position limits” may be imposed by various regulators that may limit the Baupost Partnerships’ ability to effect desired trades. For instance, the CFTC has adopted position limits on the size of positions that market participants may own or control in certain futures, options on futures and swaps. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a particular issuer’s securities. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded and often are aggregated for the Baupost Partnerships. To the extent that a Partnership’s position limits were aggregated with the other Baupost Partnerships’ position limits, the effect on that Partnership and resulting restriction on its investment activities may be significant. If at any time positions managed by Baupost were to exceed applicable position limits, Baupost would be required to liquidate positions held by one or more Partnerships, to the extent necessary to come within those limits. Further, to avoid exceeding any position limits, Baupost might have to forgo or modify certain of its contemplated trades for the Baupost Partnerships.

Read the rest in the brochure

Baupost’s clients are the Baupost Partnerships, each of which is exempt from registration under the 1940 Act. Baupost manages one Partnership exempt from registration under Section 3(c)(1) of the 1940 Act and ten Partnerships exempt from registration under Section 3(c)(7) of the 1940 Act. Investors, which generally include high-net-worth individuals, corporations, charitable institutions, pension and profit sharing plans, trusts, individual retirement accounts and other entities, are admitted to the Baupost Partnerships at the discretion of Baupost, and contributions by investors to the Baupost Partnerships are accepted solely at the discretion of Baupost. Baupost also allows certain of its employees to invest in certain Baupost Partnerships. Certain Baupost Partnerships impose a minimum initial investment requirement of up to $10 million, which may be waived at the discretion of Baupost. Additionally, Baupost manages the Co-Investment Fund.

As described in Item 5 (“Fees and Compensation”), the General Partner(s) are eligible to receive performance-based compensation from the Baupost Partnerships. Baupost recognizes that managing clients with differing terms relating to performance-based fees (such as different loss carryforward limitations) presents potential conflicts of interest, including that Baupost may have an incentive to favor one client over another when allocating investment opportunities. To mitigate these conflicts, Baupost’s policies and procedures seek to provide that investment personnel make decisions based on the best interests of the Baupost Partnerships, without consideration of Baupost’s financial interests. Baupost’s Trade Allocation Policy seeks to allocate investments to the Baupost Partnerships in a fair and equitable manner. Please see Item 11 for additional detail on Baupost’s Trade Allocation Policy.

Neither Baupost nor any of its management persons is registered, or has an application pending to register, as a broker-dealer, registered representative of a broker-dealer, futures commission merchant, commodity pool operator, commodity trading advisor, or associated person of any of the foregoing entities. In the fourth quarter of 2023, certain Baupost Partnerships obtained a substantial ownership interest in Leerink Partners LLC (formerly known as SVB Securities LLC), a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority (“Leerink”). Baupost does not have an ownership interest in Leerink but by virtue of its role as the managing general partner of the Baupost Partnerships is deemed to have indirect control over Leerink. An investment partner of Baupost serves on Leerink’s board of directors. The Baupost Partnerships’ ownership interest in Leerink presents conflicts of interest to the extent that the Baupost Partnerships trade securities with or through Leerink or otherwise utilize its services. In particular, the Baupost Partnerships with an ownership interest in Leerink are incentivized to trade with or otherwise engage Leerink’s services, including investment banking services, because any fees paid in connection therewith, or other benefits, will ultimately accrue to the Partnerships with an ownership interest at the expense of any other participating Partnerships without such ownership interest. To mitigate such conflicts of interest, Baupost will endeavor to negotiate for transactions and services with Leerink on an arm’s length basis on behalf of every Partnership that conducts business with Leerink. If Baupost recommends or selects other investment advisers for the Baupost Partnerships, Baupost will not receive compensation directly or indirectly from those advisers, nor will Baupost have other business relationships with those advisers that create any material conflicts of interest. As disclosed in Item 4, Baupost Partners serves as the profit sharing general partner to the Baupost Partnerships. Additionally, pursuant to a Sourcing Agreement, Baupost Group International LLP, an affiliate of Baupost, provides advisory services to Baupost by augmenting the sourcing of potential investments in Europe.

Baupost 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, we maintain a Code of Ethics (the “Code”). The Code incorporates the following general principles applicable to all employees: •

employees have a fiduciary obligation to and must at all times place the interests of the Baupost Partnerships first;

•

all personal securities transactions must be conducted in a manner consistent with the Code and any actual or potential conflicts of interest must be escalated;

•

employees must not take any inappropriate advantage of their positions;

•

information concerning the identity of securities and financial circumstances of the Baupost Partnerships, including the Baupost Partnerships’ investors, must be kept confidential; and

•

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

Additionally, the Code (i) governs the personal securities transactions of Baupost’s employees and immediate family/household members; and (ii) requires all employees to report any violations of the Code to Baupost’s chief compliance officer. The Code restricts or prohibits certain personal investment transactions by employees and their immediate family/household members in any account in which they have beneficial ownership or any account in which they have investment discretion, including family charitable foundations (collectively, the “Accounts”). Employees must receive approval prior to transacting in securities in their Accounts (other than certain exempted securities, which include direct obligations of the United States of America, commercial paper, shares issued by money market funds, and shares issued by open-end mutual funds). The Code prohibits employees defined as “Investment Personnel” (generally, those employees who make investment recommendations on behalf of the Baupost Partnerships) from purchasing “public securities” (as defined in the Code). The Code does not prohibit purchases of interests in the Baupost Partnerships, and certain key personnel of Baupost have significant interests in the Baupost Partnerships. The restrictions of the Code do not prohibit employees from investing in or having exposure to public and private investments that Baupost has recommended to the Baupost Partnerships, subject to the preclearance requirements of the Code. Similarly, employees and their charitable

foundations may also invest in transactions offered to but rejected by the Baupost Partnerships. Employees or their charitable foundations may invest in securities alongside the Baupost Partnerships subject to the preclearance requirements of the Code. In these circumstances, the employees (or indirectly their charitable foundation) may benefit from their knowledge of the evaluation, investigation, and due diligence undertaken by Baupost on behalf of the Baupost Partnerships. Furthermore, employees and/or their charitable foundation will not share or reimburse the relevant Baupost Partnership and/or Baupost for any expenses incurred in connection with the investment opportunity. In addition, the Baupost Partnerships from time to time invest in securities of companies that Investment Personnel acquired for their own Account prior to joining Baupost. While the interests of Investment Personnel generally align with those of the Baupost Partnerships, such persons may have differing interests with respect to those investments creating potential conflicts of interest. Baupost will provide a copy of the Code to any investor or potential investor upon request. Transactions with Affiliates The LP Agreements do not prohibit the Baupost Partnerships from participating in transactions in which Baupost or any investor is directly or indirectly interested (including, subject to compliance with the Advisers Act, any transaction between the Baupost Partnerships and Baupost or an affiliate thereof). For example, Baupost or its affiliates could engage in commercial transactions with businesses in which the Baupost Partnerships have an interest, such as commercial or residential real estate leases or transactions for goods and services provided by portfolio companies owned by the Baupost Partnerships. In connection with such transactions, the Baupost Partnerships, on the one hand, and Baupost and its affiliates, on the other hand, may have conflicting interests. Baupost may also face conflicts of interest in connection with purchase or sale transactions (involving an investment by a Partnership) with an affiliate of such Partnership (including the other Baupost Partnerships), including with respect to the consideration offered by, and the obligation of, Baupost and such other affiliate. Although the Baupost Partnerships have not historically engaged in principal transactions between the Baupost Partnerships and Baupost or an affiliate thereof, they may do so and in such circumstances Baupost will either (i) seek the advance consent of the majority in interest of the investors of the relevant Partnership(s) or (ii) appoint an independent body (such as, for example, an advisory board or another person or persons), which shall be comprised of at least two persons, and may consist of investors or third-parties, to represent the interests of the investors. Baupost shall inform investors if it appoints any such independent body and shall identify its members to investors. The advance consent of such independent body or of the majority in interest of the investors shall be deemed to be the consent of a Partnership, including for purposes of the Advisers Act. Any such independent body or person(s), and the

members thereof, will not owe any fiduciary or other duties to the investors or the Partnership and may be indemnified out of a Partnership’s assets. Business between Portfolio Companies and Other Investments Certain portfolio companies or other investments of the Baupost Partnerships occasionally receive and pay for products or services from other portfolio companies or other investments. To the extent that the decision to obtain the products or services is made by Baupost, Baupost will perform reasonable diligence to ascertain that the products or services meet Baupost’s selection criteria including, but not limited to, the nature, quality, cost and level of relevant expertise. The costs of the products and services will be borne by the relevant portfolio companies or other investments. Cross Trades While it has not historically done so, Baupost may determine that it would be in the best interests of some or all of the Baupost Partnerships to engage in a cross trade, such as the transfer of a financial instrument or an illiquid investment from one Partnership to another, for a variety of reasons, including tax considerations, liquidity considerations, to rebalance the portfolios of the Baupost Partnerships or to reduce transaction costs that may arise in an open market transaction. If Baupost decides to effect a cross trade between some or all of the Baupost Partnerships, Baupost will have determined that the trade is in the best interests of all of the Partnerships involved. In executing cross trades, Baupost could face a potential conflict of interest with respect to the allocation of investment opportunities. A cross trade between two Partnerships may occur as an “internal cross” that is reflected in the books and records of each Partnership at a price determined in accordance with Baupost’s valuation policy. If Baupost effects an internal cross on behalf of some or all of the Baupost Partnerships, Baupost will not receive any commission in connection with the completion of the transaction. Alternatively, Baupost may execute cross trades with the assistance of a broker-dealer, which may include Leerink, that executes and books the transaction at the close of the market on the day of the transaction, and the applicable Partnerships may pay such broker-dealer a commission in respect thereof. Baupost may cause the Baupost Partnerships to engage in cross trades with respect to Illiquid Assets. Baupost is responsible for determining the fair value of the Illiquid Assets of the Baupost Partnerships; however, there is no guarantee that the value determined by Baupost with respect to a particular asset will represent the value that will be realized by the Baupost Partnerships on the eventual disposition of the related investment or that would be realized upon an immediate disposition of the investment. There is a risk that Baupost’s valuation determination with respect to Illiquid Assets subject to a cross trade could operate to the detriment of one client in favor of another. To the extent that Baupost has engaged an independent valuation expert in connection with the valuation of an Illiquid Asset for purposes unrelated to an internal cross trade and the Baupost Partnerships intend to engage in an internal cross trade with respect to such Illiquid Asset,

the Baupost Partnerships will execute the internal cross trade based on the same valuation used for such other unrelated purpose (or, if there have been material developments since the time of such prior valuation, Baupost intends to utilize an independent valuation expert to determine the price at which such internal cross trade will occur). Baupost has a conflict of interest in a range of situations, including for example where the applicable cross trades entered into by a Partnership (i) are with other of the Baupost Partnerships in which Baupost and its affiliates and employees own substantial interests or (ii) involve circumstances where Baupost’s compensation is tied to a greater degree to the performance of one party to the cross trade. Allocations of Investment Opportunities and Sales Certain prospective investments may be appropriate for several of the Baupost Partnerships, and, because of Baupost’s, its affiliates’ and employees’ investments in the Baupost Partnerships, there may be a conflict of interest in the allocation of investment opportunities among the Baupost Partnerships. The allocation of such investments among the Baupost Partnerships is determined by Baupost in its judgment, taking into account such factors as it believes relevant. Generally, allocations of liquid purchases among the Baupost Partnerships are made pro rata based on each Partnership’s available buying capacity, which is determined based on projected available cash. Allocations of Illiquid Asset purchases among the Baupost Partnerships are generally made pro rata, based on each Partnership’s available buying capacity, and where applicable, restricted investment capacity (both at the discretion of Baupost). Allocations of sales are generally made pro rata based on the ownership of the existing position by the Baupost Partnerships. Baupost has in the past and may in the future, in its sole discretion, depart from the general allocation principles set forth herein, including when doing so would, in Baupost’s sole judgment, be appropriate based upon certain factors, including but not limited to the relative size of the Baupost Partnerships, current holdings, availability of cash for investment, the size of the investments generally, limitations concerning illiquid investments, tax considerations, regulatory restrictions, legal considerations and the need to re-size risk. Other allocation methodologies used by Baupost can include allocations based on the relative Net Asset Values of the Baupost Partnerships and order size, among others. Although Baupost and its affiliates intend to allocate investment opportunities and sales in a manner that is fair to all the entities involved, there can be no assurances that an investment opportunity that comes to the attention of Baupost and its affiliates would not be allocated wholly or primarily to some Baupost Partnerships, with another Partnership being unable to participate in such investment opportunity or participating only on a limited basis. A particular investment is sometimes bought or sold for only one or some of the Baupost Partnerships, or at different times for more than one but less than all of the Baupost Partnerships. Likewise, a particular investment is sometimes bought for one or more of the Baupost Partnerships when one or more of the other Baupost Partnerships are selling the investment. It is also possible

Read the rest in the brochure

It is Baupost’s policy, in placing each transaction for a Baupost Partnership, to seek “best execution.” Accordingly, Baupost will seek to obtain an outcome for a purchase or sale of a security that is in the best long-term economic interests of the Baupost Partnerships, subject to the circumstances of the transaction and the quality and reliability of the executing broker or dealer. Best execution is not measured solely by reference to commission rates or price. Baupost may cause the Baupost Partnerships to pay a broker a higher commission rate or price than what another broker might charge if it believes that the difference in cost is reasonably justified in seeking what is in the best long-term economic interests of the Baupost Partnerships. Baupost believes that for the vast majority of securities transactions for the Baupost Partnerships, best execution is not quantifiable, but rather is a set of quality standards—a trading process that seeks to maximize the value of a Partnership’s portfolio over the course of time, given the stated investment objectives and circumstances. In short, Baupost seeks to achieve the best overall end result for each Partnership, the key components of which include a dedicated staff aware of Baupost’s fiduciary obligations, up-to-date information and systems, reputable broker-dealers and sufficient oversight. Maximizing long term profit for the Baupost Partnerships takes precedence over short-term goals of cost efficiency in connection with individual trades. Factors In determining whether a particular broker or dealer is likely to provide best execution, Baupost takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including: •

The overall reputation, experience and financial stability of the broker-dealer;

•

The quality of the broker-dealer relationship with Baupost, including the attention, consistency and quality of trading personnel with whom transactions are conducted;

•

Research services, including the quality of proprietary research and investment ideas that ultimately become meaningful positions in a Partnership’s portfolio of investments and the ability of the broker-dealer to provide access to company management and industry specialists, subject to the restrictions and limitations discussed in the Research Services Section below;

•

The broker-dealer’s trading expertise, including the ability to minimize total trading costs and to trade without impacting the market;

•

The ability, when possible, to maintain Baupost’s anonymity when executing a trade;

•

The quality of execution, including the broker-dealer’s infrastructure in areas such as order handling, clearing and settlement;

•

The ability to provide ad hoc information or other services;

•

The quality of service rendered by the broker-dealer in prior transactions; and

•

The belief that the broker-dealer charges a fair and reasonable fee for each trade, and that Baupost has been treated fairly and honestly in prior trades.

In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, Baupost will also take into account the following factors: •

The price, including commissions or spread;

•

The size of the transaction;

•

The timing of the transaction, taking into account market prices and trends;

•

The nature of the market for the security;

•

Whether the broker-dealer has the ability to transact in the share size and price sought by Baupost, and the ability to in fact execute and settle the trade;

•

Whether the broker-dealer is informed about the investment and involved in the particular market in which the investment trades; and

•

The difficulty of execution for the type of security and market in which it trades.

In addition, Baupost considers the use of electronic trading tools such as crossing networks and execution algorithms when placing trades on behalf of the Baupost Partnerships, particularly when trading equities. These tools enable Baupost to transact passively and source liquidity anonymously. However, when the trade size is substantial, the requirements unusual or the issue illiquid, any of which may necessitate additional time for the trade to be executed, Baupost will often rely on the expertise and ability of individuals to assess and react to market conditions as they develop. In addition, when purchasing or selling OTC securities with market makers, Baupost generally seeks market makers it believes to be actively and effectively trading the security being purchased or sold. Research and Other Services Many securities firms offer to provide investment managers (such as Baupost) a variety of services and benefits that go beyond execution, clearance and settlement of transactions. These services and benefits include such things as (i) the broker-dealer firms’ proprietary research reports and analytical products, (ii) information and advice about market conditions and individual securities, (iii) investment opportunities that may be attractive for the Baupost Partnerships, (iv) opportunities

to meet with company management and (v) capital introduction services whereby Baupost may be afforded the opportunity to make a presentation regarding its services to certain qualified investors identified by the securities firm. Investment managers often seek to recognize broker-dealers who provide these services or benefits by directing transactions to these broker-dealers or by paying higher commissions to these broker-dealers than would otherwise be appropriate. A potential conflict of interest is presented in every instance where an investment manager chooses to place a client trade with a broker-dealer that has furnished the manager with services or benefits other than order execution, clearance and settlement (unless the manager has paid the full value of such services and benefits using the manager’s own assets). The conflict arises because the manager receives a benefit for which it does not need to pay and has an incentive to select a brokerdealer based on its own interest in receiving such benefits, as opposed to the client’s interest in receiving most favorable execution. Because of this conflict of interest, the law places strict limits on investment managers’ discretion to place transactions with broker-dealers who are providing services or benefits to the investment manager. Baupost attempts to minimize such potential conflicts through the use of commission-sharing arrangements whereby a portion of the commission dollars generated through Baupost’s normal trading activity are aggregated and periodically allocated through a third party to firms that provide research services to Baupost. Research services that Baupost may receive include research reports, investment ideas, access to issuer management and investment conferences and other information that assists Baupost in providing investment advisory services to the Baupost Partnerships. Baupost finds commission sharing arrangements to be valuable because, by separating the execution and research capabilities of different broker-dealers, Baupost can concentrate trading with those broker-dealers that provide superior execution while still obtaining valuable research from other broker-dealers and research providers. Baupost’s use of commissions to pay for research and related services is undertaken pursuant to the safe-harbor provisions of Section 28(e) of the Securities Exchange Act of 1934 and in accordance with SEC interpretive guidance regarding the application of such provisions. In addition, broker-dealers may provide Baupost with access to proprietary research reports that are used for the Baupost Partnerships. Since these and other products and services are generally made available by broker-dealers as part of a bundled business package to Baupost (which may or may not use such products and services) without regard to rates of commission or volume of business, it is Baupost’s understanding that such broker-dealers do not set discrete prices for such products and services. Accordingly, Baupost does not separately compensate such broker-dealers for the provision of such services and does not believe that it pays a premium for such brokerdealers’ services. Baupost does trade with certain broker-dealer firms that provide valuable research and other services. However, the only circumstances in which Baupost, in selecting a broker-dealer to execute a transaction for a Baupost Partnership, may take into account research services or benefits provided by the broker-dealer are when Baupost has determined, in good faith, that the amount of commission on the transaction is reasonable in relation to the value of the research or other benefit

from the broker-dealer, viewed in terms of either that transaction or Baupost’s overall responsibilities to the Baupost Partnerships. Baupost does not recommend, request or require that a Baupost Partnership direct it to execute transactions through a specific broker-dealer or permit any Baupost Partnership to direct transactions to a particular broker, nor does Baupost consider, when selecting broker-dealers, whether Baupost or a related person receives client referrals from a broker-dealer or a third party. Trade Aggregation Baupost will aggregate the Baupost Partnerships’ orders and place the aggregated order with a single broker or dealer for execution. The Baupost Partnerships that participate in an aggregated trade each generally pay their pro rata share of the total cost of the trade and receive their pro rata share of the proceeds. From the standpoint of a single Partnership, simultaneous identical portfolio transactions for such Partnership and other Baupost Partnerships may decrease the prices received, and increase the prices required to be paid, by that Partnership for its portfolio sales and purchases. In effecting transactions, it may not always be advisable, or consistent with the investment objectives of the Baupost Partnerships, to take or liquidate the same investment positions at the same time or at the same prices. Trade Errors Baupost has a Trade Error Policy to handle trade errors (as defined in the Trade Error Policy) that may arise in connection with placing trades on behalf of the Baupost Partnerships. Baupost attempts to correct errors as soon as practicable after discovery. If a Partnership realizes a gain from a trade error or the correction thereof, the gain will remain with that Partnership. If a Partnership realizes a loss, Baupost will evaluate the trade error in light of the standard of care owed to that Partnership under the relevant LP Agreement. Accordingly, the cost of trade errors will be borne by the Baupost Partnerships unless attributable to the fraud, gross negligence or willful misconduct of Baupost.

Baupost does not compensate any person for client referrals, nor does Baupost receive any economic benefit from someone who is not a client for providing investment advice or other advisory services to the Baupost Partnerships.

There is one disciplinary event regarding a Partner of Baupost, as follows: Between 2003 and 2005, private funds managed by Baupost made three French real property investments alongside third parties through Luxembourg companies (the “Luxembourg Entities”). Thomas Blumenthal, a Partner, was appointed as a director of the Luxembourg Entities. Subsequent to the 2006 sale of these investments, the French Tax Administration (“FTA”) opened tax audits of the Luxembourg Entities. The FTA alleged that the Luxembourg Entities were not eligible for beneficial tax treatment under the France-Luxembourg tax treaty, and thus were required to pay income tax in France. One of the three Luxembourg Entities successfully proved in French court that no tax was due. The remaining two Luxembourg Entities appealed the FTA’s assessment to the French Supreme Tax Court. On March 31, 2017, the French Supreme Tax Court ruled against these Luxembourg Entities. In 2011, the FTA referred for investigation potential charges against all of the directors of the two remaining Luxembourg Entities, including Mr. Blumenthal, alleging that these Luxembourg Entities and their directors had engaged in tax fraud as a result of the failure by these Luxembourg Entities to pay income tax in France. On January 11, 2017, Mr. Blumenthal was notified that a Magistrate Judge had charged the directors of these two Luxembourg Entities, including Mr. Blumenthal, with committing criminal tax fraud. Following a trial, the court on June 20, 2018 convicted the directors of the two Luxembourg entities, including Mr. Blumenthal, of criminal tax fraud and sentenced each director to a fine and a suspended sentence. As to Mr. Blumenthal, the order of conviction imposed a fine of approximately US$43,000, together with a suspended sentence of four years. The directors of the Luxembourg entities, including Mr. Blumenthal, were also determined to be jointly and severally liable as a civil matter for the balance of the income taxes and related interest and penalties determined to be due in respect of the Luxembourg Entities. The Baupost Partnerships that owned these investments paid their portion of the taxes, interest and penalties in 2017; the balance was subsequently satisfied. Mr. Blumenthal acted in good faith for the benefit of the Baupost Partnerships, having followed advice from prominent international tax advisors in connection with these investments, and Mr.

Blumenthal appealed the judgment in 2018. While Baupost has always strongly disagreed with this verdict and views the conviction as unwarranted, Mr. Blumenthal withdrew the appeal in June 2021 with the full support of Baupost. The Baupost Partnerships did not bear any portion of the appellate defense costs or the additional tax obligation and will not bear any portion of the fine. The verdict does not impact Mr. Blumenthal’s continuing role as a Partner at Baupost.

Baupost’s investment staff monitor the Baupost Partnerships’ investments on an ongoing basis. Additionally, Baupost, as managing general partner of the Baupost Partnerships, performs a monthly review of the Baupost Partnerships’ accounts and ensures that each Partnership is in compliance with its LP Agreement. As part of this review, Baupost verifies that all income and loss items, management fee and profit sharing obligation are allocated appropriately to each investor in the applicable Partnership. This allocation review is performed by Baupost’s Portfolio Valuations, Accounting and Reporting department under the supervision of the Portfolio Controller and is overseen by Baupost’s Chief Financial Officer.

Baupost engages a third-party administrator to maintain the official books and records for the Baupost Partnerships. Administrative services include cash and position confirmation, pricing confirmation, Net Asset Value calculation, investor income allocations, fee calculations, and preparation of limited partner account statements. The financial statements of the Baupost Partnerships are prepared and audited in conformity with accounting principles generally accepted in the United States (“GAAP”) at each calendar yearend. Investors in the Baupost Partnerships are provided with regular written or electronic reports communicating information relating to capital account value, Baupost Partnership Net Asset Value, portfolio allocation, and performance. Regular reporting is provided at the capital account level, at each Partnership, and across the Baupost Partnerships with substantially similar investment objectives. Investors receive various written or electronic reports on a monthly, quarterly and annual basis. Reports are distributed in hard copy or electronically, mainly through Baupost’s website. Certain Baupost Partnerships receive additional Partnership-level reporting. Investors who are members of Baupost’s Advisory Board may receive additional information. Finally, Baupost holds periodic investor webcasts and meetings to provide updates on investment activity and performance of the portfolio. These oral communications are generally archived for a limited period on Baupost’s website for the benefit of investors.

Under Rule 206(4)-2 of the Advisers Act (often referred to as the “Custody Rule”), Baupost is deemed to have custody of client funds or securities in any circumstances under which (i) Baupost actually possesses funds or securities, (ii) Baupost is authorized to withdraw funds or securities from the Baupost Partnerships (for example, to deduct fees), or (iii) Baupost or a related person serves in a legal capacity, such as general partner, which affords Baupost access to funds or securities of the Baupost Partnerships. Accordingly, Baupost has engaged a PCAOB-registered independent accounting firm to perform an annual audit of the financial statements of each Partnership prepared in accordance with GAAP, which are distributed to all investors within 120 days of each Partnership’s fiscal year end. In addition, the assets of each Partnership are generally held (other than certain privately offered securities) with “qualified custodians” (as defined in the Custody Rule), which may be a broker-

dealer, bank or another type of institution, as required by the Custody Rule. These qualified custodians do not send account statements to investors in the Baupost Partnerships.

Baupost has discretionary authority over all assets it manages for the Baupost Partnerships as described in the respective LP Agreements. This discretionary authority is conferred on Baupost pursuant to each Partnership’s LP Agreement.

Baupost has sole authority to vote the Baupost Partnerships’ securities, and Baupost adheres to an internal Proxy Voting Policy that governs Baupost’s practices in exercising this voting authority. Baupost’s policy is to vote proxies on securities held by the Baupost Partnerships in a manner that seeks to maximize their long-term economic interests, although Baupost considers both the shortterm and long-term implications of each proposal in determining the optimal vote. If Baupost should determine that a material conflict of interest exists in voting a proxy (e.g., if an employee of Baupost may personally benefit if the proxy is voted in a certain manner), Baupost’s procedures provide for the Proxy Voting Committee to convene and to determine the appropriate vote. If the Proxy Voting Committee is unable to reach a decision, Baupost, at its own expense, will engage a competent third party to determine the appropriate vote based on Baupost’s Proxy Voting Policy. Information regarding how Baupost votes proxies is available to the Baupost Partnerships. Additionally, the Baupost Partnerships have access to Baupost’s Proxy Voting Policy.

Baupost does not require or solicit prepayment of any fees six months or more in advance and does not have any financial condition that would impair its ability to meet contractual commitments to the Baupost Partnerships.